What does a force majeure clause mean for my Ontario business contract?
A force majeure clause excuses one or both parties from performing their contract obligations when extraordinary events beyond their control make performance impossible or impractical. Common examples listed in such clauses include natural disasters, war, strikes, government orders, or pandemics.
In Ontario, force majeure is not implied by law — the clause only applies if it is written into the contract, and courts interpret it narrowly. That means the triggering event must be specifically listed or clearly covered by the language used. Even if an event qualifies, the clause typically requires the affected party to give prompt written notice, take reasonable steps to mitigate, and resume performance once the event passes.
If your contract has no force majeure clause, the common law doctrine of frustration may apply in extreme cases where performance becomes truly impossible, but frustration has a high bar and does not cover mere inconvenience or increased cost.
Before signing a long-term supply or services contract, it is worth reviewing whether your force majeure language covers the real risks your business faces and what notice and mitigation obligations it imposes on you.
Key takeaways
- Force majeure is not implied in Ontario — it must be expressly written into the contract.
- Courts interpret force majeure clauses narrowly; the triggering event must be clearly covered.
- Prompt notice and mitigation steps are typically required once you invoke the clause.
- Without the clause, the common law doctrine of frustration sets a very high bar.