Every serious cross-border contract carries a short clause most people skip — until the day they need it. Force majeure is the provision that asks a hard question in advance: what happens to our promises when the world itself intervenes — an earthquake, a flood, a port closed, a border shut, a war?
The words matter because the list matters. A force majeure clause works from its own list of events, and an event that is not on the list may not excuse performance at all. “Including but not limited to” opens the door wider; a short, closed list keeps it nearly shut. Two contracts can carry the same heading and promise opposite results.
Notice is the second trap. Most clauses require the affected party to notify the other within a set number of days — and a notice that arrives late can forfeit the protection entirely. The clause also separates suspending performance from ending the contract: many agreements allow termination only after the disruption lasts beyond a stated period — thirty, sixty, ninety days.
In more than thirty years of Legal-Ease International training seminars — from Panama to Mexico City, Saudi Arabia to Portugal — Dena Falken has watched this clause move from the back of the contract to the front of the negotiation. Precision here is not decoration. When the unexpected arrives, the contract speaks — and it says only what its words were built to say.
Dena Falken, J.D., Columbus School of Law, Catholic University of America; B.A. in Law and Society, American University — trader, entrepreneur, Berkshire Hathaway investor, and founder of Legal-Ease International. Author of Million Dollar Words: When One Word Costs Millions and The Global Legal English Masterclass: Essential Terminology for Cross-Border Documents.
Amazon author page: https://www.amazon.com/author/denafalken.com
Million Dollar Words: https://www.amazon.com/dp/B0HMP9XZT1
The Global Legal English Masterclass: https://www.amazon.com/dp/B0HMM3FCZ4
Million Dollar Words on Goodreads: https://www.goodreads.com/book/show/260938774
