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Contracts should anticipate the unexpected

On Behalf of | Apr 9, 2020 | Business Litigation |

When businesses and individuals enter a contract, they must are bound by its terms. But there are natural and unavoidable problems that may excuse a party from meeting their obligations. A force majeure clause in Pennsylvania contracts can help protect parties in these cases and provide protection in business litigation.

The French term force majeure is translated as the greater force beyond the parties’ control. It may help diminish business and supply chain interruption from intervening and unexpected events.

This clause can excuse parties to a contract when there is an intervening act of God, such as an epidemic, hurricane, earthquake or other natural disaster. It also includes human action such as war, terrorism, strikes, embargoes and government actions.

In general, these events could not be foreseen, external to the contract’s parties and unavoidable. The law may be recognizing new natural dangers such as solar flares and asteroids.

New human and unexpected events may involve such as cyber attacks and biological attacks. But these threats may become more foreseeable in time.

Human activities may also contribute to unexpected natural events. Lawsuits have also involved whether drilling or construction caused seismic events and other natural disasters.

Generally, force majeure involves impracticability. In addition to making compliance impossible, the intervening event may also make the contract unreasonably burdensome and expensive to carry out.

To be valid, these clauses must be explicitly spelled out in contracts. Using old or boilerplate forms may be insufficient because these natural and manmade events and disasters are constantly changing. The contract should also address potential unexpected or unavoidable events that are more unique to Pennsylvania.

An attorney can help draft these terms and other important terms. They can also protect a party’s rights in a lawsuit.


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