Force majeure and contractual performance

CVML

Published on March 13 , 2026

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When can businesses rely on it?

Force majeure clauses are designed to address events outside the control of the contracting parties that prevent contractual obligations from being performed.

In periods where operating environments are evolving, businesses may wish to review whether their commercial agreements contain force majeure provisions and how those provisions operate in practice.

The availability of relief under a force majeure clause will depend on the precise wording of the clause and the governing law of the contract. Some clauses list specific triggering events, such as war, government action, sanctions, transportation disruption or other events beyond the parties’ reasonable control. Others rely on broader language.

A key question is whether the relevant event prevents contractual performance entirely, or merely makes performance more difficult or costly. In many cases, force majeure relief will only be available where performance has become impossible, rather than simply less commercially attractive.

Businesses reviewing force majeure provisions may wish to consider:

• whether the relevant event falls within the scope of the clause
• whether the clause applies to particular obligations or the agreement as a whole
• whether performance may be temporarily suspended
• whether termination rights arise if the force majeure event continues for an extended period

Force majeure clauses also typically require the affected party to demonstrate that reasonable steps have been taken to mitigate the impact of the event.

In addition, strict compliance with contractual notice requirements is often required in order to rely on a force majeure provision. Failure to comply with these procedural requirements may limit the ability to rely on the clause.

For organisations operating across regional supply chains or long-term commercial arrangements, early review of force majeure provisions can help clarify legal exposure and support constructive engagement with counterparties where appropriate.

CVML regularly advises clients on the interpretation and application of force majeure provisions and on strategies for managing contractual performance during periods of operational uncertainty.

If you or your organisation would like to discuss any aspects of this guidance note further, please reach out to your usual CVML contact, or email:

Naji Khairallah, Partner, CVML (n.khairallah@cvml.ae)