Force Majeure

A force majeure clause allocates the risk of extraordinary events that neither party can control — natural disasters, government orders, war, or other emergencies. When such an event occurs, the clause may excuse or delay a party's obligations without triggering a default. The precise wording matters enormously: clauses differ in which events they cover, whether they suspend or terminate obligations, and — critically — whether they excuse the payment of rent. Many force majeure clauses explicitly carve out rent, meaning a tenant must keep paying even when an event disrupts its business. The COVID-19 period brought intense scrutiny to these clauses, and many leases now address pandemics and government-mandated closures directly. For a healthcare tenant, understanding what the clause does and does not cover — and negotiating rent relief or abatement provisions where possible — is part of prudent due diligence before signing.

Force majeure clauses vary widely and often still require rent to be paid. Reviewing the specific language before signing reveals exactly which risks a tenant is — and is not — protected against.

A clinic's lease includes a force majeure clause covering government-ordered closures but excluding rent payment. When a mandate temporarily closes the practice, its construction deadlines are extended, but rent remains due — a limit the tenant understood before signing.