Force Majeure in Commercial Leases: What It Delays (and What It Doesn’t)
Force Majeure in Commercial Leases: What It Delays (and What It Doesn’t)
Force majeure clauses are often misunderstood. Many tenants assume “force majeure” means they don’t have to pay rent during a major disruption.
In most commercial leases, force majeure primarily does one thing:
It extends deadlines when events outside a party’s control prevent performance.
Rent relief is usually handled elsewhere (or not handled at all).
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. (Not legal advice.)
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)
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 /blog/rent-commencement-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 /blog/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. 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?
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
- continuous operation default risk during closures
Upload a lease for a fast first-pass review:
/analyze
Not legal advice
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.