Force Majeure Clause

A force majeure clause in a commercial lease excuses one or both parties from performance when an extraordinary event outside their control prevents that performance. It is the lease's circuit-breaker for war, natural disaster, government action, pandemic, terrorism, and similar events. Crucially, in almost every commercial lease, force majeure does not excuse the obligation to pay rent — it suspends performance of physical or service obligations only, and even that is narrower than tenants tend to assume.

What it does in plain language

When a force majeure event occurs, the affected party can delay or excuse certain obligations under the lease for the duration of the event. The other party is similarly relieved of corresponding obligations during that period (the landlord's quiet enjoyment promise, for instance, is excused if government order locks down the building). The clause is a contractual carve-out from the doctrine that contracts must be performed; without it, the doctrine of frustration or impossibility is the only fallback, and those doctrines are narrow and unpredictable.

What a force majeure clause typically contains

A workable force majeure clause has four parts.

First, an enumerated list of events that trigger the clause. Common items: act of God, war, terrorism, civil unrest, fire, flood, earthquake, typhoon, pandemic / epidemic / public health emergency, government order, labour strike, embargo, transportation breakdown, utility failure outside the affected party's control. The list usually closes with a "or other event of similar nature beyond the affected party's reasonable control" catch-all.

Second, a notice requirement. The party invoking force majeure must give written notice to the other within a defined window (often 7 to 30 days of the event), describing the event and the obligations being suspended.

Third, a mitigation duty. The affected party must use reasonable efforts to mitigate the impact of the event and resume performance as soon as practicable.

Fourth, a rent carve-out. The clause states explicitly that nothing in the force majeure provision excuses the tenant's obligation to pay rent or other monetary obligations. This is the line where most tenant-favourable negotiations lose.

Sample wording (US-style):

If either party is delayed or prevented from performing any obligation under
this Lease (other than the obligation to pay Rent or other monetary sums)
due to an event of Force Majeure, that party's performance of such obligation
shall be excused for the period of such delay, provided that party gives
written notice to the other within fifteen (15) days of the event and uses
commercially reasonable efforts to mitigate. Force Majeure shall not excuse
any obligation to pay Rent, Operating Expenses, Real Estate Taxes, or other
monetary sums due hereunder.

What to negotiate — tenant side

Tenants pushing on force majeure typically want three things.

The first is a rent abatement carve-out for casualty events that render the premises unusable. This is usually addressed in the casualty / damage clause, not force majeure, but the two interact. If the landlord's lease combines them, push for explicit rent abatement when a force majeure event renders the premises untenantable for more than a defined period (often 30 days). Without this, a hurricane that damages the building gives the landlord time to repair while the tenant pays rent on space it cannot use.

The second is broader event coverage. Pandemic / public health emergency was rarely listed before 2020; it should be explicit now. Cyber attacks on building systems, similarly, are increasingly relevant for buildings dependent on smart-building infrastructure.

The third is a cap on duration. If the force majeure event continues for more than, say, 180 days, either party should have the right to terminate the lease without penalty. This protects the tenant from indefinite suspension where the landlord cannot deliver the space and the tenant cannot use alternatives.

What to negotiate — landlord side

Landlords tend to want:

A narrow event list without catch-all. The landlord wants force majeure to apply to truly extraordinary events, not to economic downturn, supplier difficulty, or anticipated regulatory change.

A broad rent carve-out so that rent payment continues even when other obligations are suspended.

A reciprocal application — if the tenant invokes force majeure to excuse a build-out delay, the landlord wants the same relief for delivery delays.

A mitigation requirement with teeth — written status reports to the other party at defined intervals during the event.

Common drafting traps

A poorly drafted force majeure clause leaves three doors open for dispute.

Catch-all language without a "similar nature" qualifier. "Or any other event beyond the party's control" is so broad that it can be read to cover anything from supplier delay to softening market demand. Always anchor catch-alls to "events of similar nature to those listed above."

Vague notice timing. "Prompt notice" leaves room for argument. "Written notice within 15 days of the event" does not.

Conflict between force majeure and casualty clauses. The casualty clause typically governs damage to the premises (and usually allows rent abatement); the force majeure clause governs broader performance obligations. If the lease has both, make sure they do not contradict — e.g., force majeure does not override the casualty rent abatement.

APAC variations

Hong Kong office leases historically had narrow, formal force majeure clauses anchored in common-law doctrines of frustration. Post-2020, more leases include explicit pandemic / public health emergency events. The 2003 SARS experience shaped HK landlord drafting toward landlord-favourable carve-outs (rent continues, tenant cannot terminate).

Singapore is similar to Hong Kong in legal heritage; force majeure clauses are usually negotiated more thoroughly in larger tenant deals, with explicit pandemic coverage post-2020.

In Japan, the Land and Building Lease Act provides statutory protections that overlap with force majeure concepts. Rent reduction (賃料減額) on the basis of unforeseen circumstances is more accessible to tenants under Japanese law than under US or HK law, though the case law has been narrow. Express force majeure clauses in Tokyo international-grade office leases now usually include pandemic and government order events.

If you are abstracting a portfolio and want every lease's force majeure event list, notice period, mitigation requirement, and termination trigger captured per lease with citations, LeaseTrace extracts those fields with page references back to the source PDF.