Force Majeure in Commercial Leases: What It Delays (and What It Doesn’t)

In most commercial leases, a force majeure clause does one thing: it extends deadlines when events outside a party’s control prevent performance — it almost never excuses paying rent. Many tenants assume “force majeure” means they don’t have to pay during a major disruption, but rent relief is usually handled elsewhere in the lease (or not handled at all), and many clauses say so explicitly.

This guide explains how force majeure clauses typically work, why tenants get surprised, and what you can negotiate to better match real-world disruption risk.

What force majeure typically covers

A force majeure clause usually excuses delays caused by events like:

natural disasters (storms, floods, earthquakes)
fires (sometimes addressed separately under “casualty”)
war, terrorism, civil unrest
labor strikes (sometimes limited)
government actions, emergency orders, permitting delays
supply chain disruptions (in some leases)

How much protection you actually get depends on the exact wording — courts read these clauses against their specific language, and economic hardship alone generally does not qualify as a force majeure event (Cornell Law School, LII).

The clause often applies to:

construction schedules and delivery obligations
deadlines to complete tenant improvements
deadlines to open for business (if a continuous operation clause exists)

The biggest tenant surprise: “but rent is still due”

Many force majeure clauses have explicit carveouts:

“Force majeure does not excuse tenant’s obligation to pay rent.”
“Monetary obligations are not excused.”

So even if you can’t open due to a government shutdown, the lease may still require full rent unless:

the lease has a separate rent abatement provision, or
the landlord agrees to a written amendment, or
casualty/condemnation language applies (different clause)

If your rent commencement date isn’t protected, you can end up paying while you’re closed or delayed (see rent commencement and delivery).

Force majeure vs casualty (different concepts)

Tenants often blend these together, but leases typically separate them:

Force majeure: excuses delays in performance due to external events.
Casualty: addresses physical damage to the premises (fire, flooding) and may include rent abatement while the space is unusable.

If you want rent relief for closures that aren’t physical damage (e.g., government orders), you usually need explicit language.

Insurance also matters: see insurance deductibles.

Tenant “trap” scenarios to watch for

1) Rent starts on a fixed date even if you can’t open

If rent commencement is fixed, force majeure might excuse a buildout deadline but not rent.

2) Continuous operation + force majeure mismatch

Retail leases sometimes require the tenant to stay open (see continuous operation and go-dark clauses). If force majeure excuses “performance” but doesn’t clearly excuse “continuous operation,” you may still face default risk.

3) Force majeure applies only to the landlord

Some leases draft the clause in a way that mainly protects the landlord’s obligations (delays in delivery, repairs) but gives the tenant little relief.

Tenant-friendly force majeure improvements to negotiate

Here are practical edits tenants often request:

1) Tie rent commencement to opening-ready conditions

Instead of a pure force majeure fix, protect the money:

rent starts upon delivery + utilities + required approvals (when applicable)
delays extend rent commencement date

2) Closure/“inability to operate” rent relief (if your business depends on being open)

Some tenants negotiate:

partial abatement during a government-mandated closure
a time-limited rent deferral plan

Landlords may push back, but it’s a high-value discussion for restaurants, fitness, childcare, and other in-person businesses.

3) Termination right after extended disruption

A practical safety valve:

if you can’t operate for X consecutive days due to covered events, either party can terminate (or tenant can terminate)

This is often easier to negotiate than open-ended rent abatement.

4) Explicit relief from “continuous operation” during force majeure

If you have a “keep open” clause, ask to add:

no default during force majeure events, provided tenant uses reasonable efforts to resume operations

5) Clarify notice obligations

Force majeure clauses often require prompt written notice. Make sure the notice requirement is reasonable and not an automatic waiver.

A quick tenant checklist for force majeure review

Does it exclude rent? If yes, where is rent relief handled (if at all)?
Does it apply to both parties?
Does it cover government orders and permitting delays?
Does it excuse continuous operation requirements?
Does it extend key deadlines (opening date, TI completion, landlord work)?
Is there a termination right after extended disruption?

Does a pandemic or economic downturn count?

This is the question the COVID-19 closures put to the test, and the pattern that emerged is worth understanding before you rely on a force majeure clause.

The exact wording controlled. Where a clause specifically listed "epidemics," "pandemics," or "government-mandated closures," a tenant had a much stronger argument that a shutdown was a covered event. Where it listed only generic categories (storms, war, strikes), landlords argued the event didn't fit — and clauses are read against their specific language, not the spirit of the situation.
Delay relief is not rent relief. Even tenants who cleared the "covered event" hurdle usually found that force majeure extended deadlines, not the rent. If the clause carved out monetary obligations (many do), being closed by a government order did not switch off rent.
Economic hardship, by itself, is not force majeure. A drop in sales, a recession, or an inability to afford the rent generally does not qualify — the event has to prevent performance, not just make it more expensive (Cornell Law School, LII).
Other doctrines are separate and fact-specific. Some tenants argued impossibility or frustration of purpose instead of force majeure. Those are different legal theories with their own high bars, decided case by case, and are no substitute for clear lease language.

The practical takeaway: don't assume the next disruption will be covered. If pandemic, epidemic, or government-order risk matters to your business, name those events in the clause and pair them with explicit rent relief — because a clause that only extends deadlines leaves the biggest cost, the rent, exactly where it was.

How BizLeaseCheck helps

BizLeaseCheck flags force majeure clauses and related risks such as rent commencement not protected during delays, force majeure excluding monetary obligations with no alternative relief, and continuous operation default risk during closures — with the exact wording quoted back to you.

Frequently asked questions

Does force majeure let me stop paying rent?

Usually not. In most commercial leases a force majeure clause extends deadlines when outside events prevent performance — it rarely excuses rent. Many clauses go further and say so explicitly, with carveouts like "force majeure does not excuse tenant's obligation to pay rent" or "monetary obligations are not excused." So even if a government order forces you to close, rent can still be due unless the lease has a separate abatement provision, the landlord signs a written amendment, or casualty/condemnation language applies. If rent relief matters to you, it has to be negotiated separately — force majeure alone won't provide it.

What events does a force majeure clause typically cover?

Common triggers include natural disasters, fires (often handled separately as "casualty"), war, terrorism and civil unrest, labor strikes, government actions and emergency orders, permitting delays, and — in some leases — supply-chain disruptions. How much protection you actually get depends on the exact wording, because courts read these clauses against their specific language. One consistent limit: economic hardship by itself generally does not qualify. A downturn or an inability to afford the rent isn't a force majeure event unless the clause clearly makes it one.

How is force majeure different from a casualty clause?

They address different problems and leases usually keep them separate. Force majeure excuses delays in performance caused by external events. A casualty clause addresses physical damage to the premises — fire, flooding — and may include rent abatement while the space is unusable. Tenants often blur the two and assume force majeure will cover a closure, but if you want rent relief for something that isn't physical damage (like a government-ordered shutdown), you typically need explicit language for it. Don't rely on the casualty clause to do the work of a rent-relief provision, or vice versa.

What should a tenant negotiate into a force majeure clause?

Protect the money and the exits. Tie rent commencement to opening-ready conditions so delays push the rent start date, not just a buildout deadline. If your business depends on being open, ask for closure or "inability to operate" rent relief — partial abatement or a time-limited deferral. Add a termination right if a covered event prevents operation for a set number of consecutive days, which is often easier to win than open-ended abatement. If you have a continuous-operation covenant, add explicit relief from it during force majeure. Finally, make sure the clause applies to both parties and that notice requirements are reasonable.

This article is for informational purposes only and is not legal advice. Force majeure interpretation varies by jurisdiction and by the specific language in the lease. Use this as a checklist and consult qualified professionals for your situation.