The concept of force majeure, though alien to the common law, is an established doctrine in French law which relieves a promisor from responsibility for non-performance in certain circumstances. Although having a close affinity with the common law doctrine of frustration, it is somewhat narrower in its relieving effects. Force majeure clauses, it seems, go to limit the extent of the obligation assumed by the promisor. They do not operate so as to shield a promisor from liability for a breach of contract. A force majeure clause will ensure that non-performance is no breach because no performance was due in the circumstances which have occurred. Even if they are, it is doubtful whether they would be struck down as unreasonable. Although the evidence is scanty, it would appear that force majeure clauses, properly so called, are not given the strained construction previously reserved for exclusion clauses. The burden of proving the applicability of a force majeure clause rests on the party seeking to invoke it and not, as is the case with the generality of contractual terms, on the party alleging a breach. The purpose of this study aims to analyse the implications on the force majeure clause of U.K. and U.S. in international commercial transactions.

The concept of force majeure, though alien to the common law, is an established doctrine in French law which relieves a promisor from responsibility for non-performance in certain circumstances. Although having a close affinity with the common law doctrine of frustration, it is somewhat narrower in its relieving effects. Force majeure clauses, it seems, go to limit the extent of the obligation assumed by the promisor. They do not operate so as to shield a promisor from liability for a breach of contract. A force majeure clause will ensure that non-performance is no breach because no performance was due in the circumstances which have occurred. Even if they are, it is doubtful whether they would be struck down as unreasonable. Although the evidence is scanty, it would appear that force majeure clauses, properly so called, are not given the strained construction previously reserved for exclusion clauses. The burden of proving the applicability of a force majeure clause rests on the party seeking to invoke it and not, as is the case with the generality of contractual terms, on the party alleging a breach. The purpose of this study aims to analyse the implications on the force majeure clause of U.K. and U.S. in international commercial transactions.

force majeure clause, common law, frustration, breach of contract, international commercial transaction