With over thirty years of experience as a corporate emcee, I know that sometimes the show doesn’t go as planned. There are countless unexpected occurrences that can take place before or during a corporate function, which is why proper protection for everyone is essential.
That’s where force majeure clauses come into play. French for “superior force,” this clause is often included in legal contracts in order to protect parties from liability in case of any unforeseen circumstances.
- A force majeure clause is a contract provision that helps remove liability in the case of any unavoidable and unforeseeable event that could interrupt or hinder a party from fulfilling their contractual obligations.
- Even if you think it can’t happen to you, it’s important to incorporate a force majeure clause into your event contract to protect all parties from the unforeseeable.
- Examples of force majeure events include acts of God like earthquakes, tornados, or fire, as well as other events like war, riots, or civil disorder.
- For an event to be considered under a force majeure clause, it must be unforeseeable, external to the parties, and must make it impossible for the affected party to fulfill contractual obligations.
- Things like economic hardship or unanticipated difficulty can’t be considered under force majeure clauses.
- In addition to a comprehensive force majeure clause, you need to book a great Master of Ceremonies in order to host an amazing corporate event!
Keep reading, and I’ll let you know everything you should keep in mind about what a force majeure clause is, and why you need one when corporate hosting.
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What is force majeure?
When it comes to corporate events, planning and preparation is key. You can’t expect to host an entertaining and enlightening event without investing time and effort into its success beforehand.
And part of this event planning process should include incorporating a force majeure clause into the contract for the said event.
I’ve been a corporate Master of Ceremonies for over thirty years, hosting events for Fortune 500 companies, non-profit organizations, and plenty of other businesses. And after thousands of different events, I’ve seen how unpredictable circumstances can sometimes throw a wrench into things.
Sometimes, things just happen that no one has any control over. Anything from natural disasters to infrastructure failures can make it hard or even impossible for parties to fulfill their obligations.
What is a force majeure clause?
At first, it can be difficult to define what a force majeure clause is and what it does.
A force majeure clause allocates any risk if an event is going to be hindered, canceled, or delayed because of a circumstance that no parties could have prevented, anticipated, or controlled.
This clause is a type of contractual defense for all parties involved. Of course, the terms of the contract can vary from event to event, but the general idea will remain the same.
Why is it important to prepare for force majeure events?
If you’re planning an event, your mind is likely preoccupied with booking caterers and finding the perfect evening entertainment. You’re likely not envisioning what you would do if there was an earthquake in the area.
Everyone thinks it won’t happen to them until it does. And that’s why a force majeure clause is so important!
If something like this does happen, you need to be sure you will walk away from it without taking a major loss.
Understanding a force majeure event
This French term is deeply related to the concept of an act of God. A force majeure event is one that no one has any control over and that no one can really be held accountable for.
Most of the time, force majeure events are natural disasters, like a hurricane or tornado. After all, it’s impossible to blame anyone except Mother Nature for something like that.
However, even human actions can still count as a force majeure event. Warfare is one such event that the parties in question would not have any control over, but that can lead to a failure to perform.
What qualifies as a force majeure event?
Not all circumstances are as black and white as a tornado. For a force majeure clause to be accepted, it must be explicit and specific about what sort of unanticipated events would cause the clause to go into effect.
It’s essential to determine what sort of events should be covered under the force majeure clause.
Natural disasters and other acts of God that should be considered include hurricanes, floods, tsunamis, volcanic activity, earthquakes, and other weather disturbances. Other events like fire, threats of terrorist attacks, civil disorder, war, serious illness, labor disputes, or governmental action should also be included in force majeure clauses.
Another example of an extraordinary event that should be covered is disease. We saw this during the recent COVID-19 pandemic.
An example of a force majeure event
The thing about force majeure events is that they can be hard to define. Things aren’t black and white, and the difficulty with force majeure comes into play often when deciding if an event can be considered under the clause.
One example of a theoretical force majeure event could be the following: let’s say there’s a tornado that destroys a supplier’s factory in Oklahoma. This then leads to shipment delays in which a client sues for damages. The supplier could then invoke a force majeure defense in that the tornado was an external, unavoidable, and unforeseeable event.
And what’s key is that these three attributes are checked off.
Defining a force majeure event with three key elements
Now, let’s dive into the nitty gritty of force majeure.
The concept of force majeure first came to be in French civil law. Most common law systems, like that of the United States, are pretty explicit about what events can trigger a force majeure clause.
In general, in order for an event to be considered under force majeure clauses, it must satisfy the three elements of force majeure. These three tests were applied by French law.
Let’s break them down.
#1: It must be unforeseeable
When a force majeure event occurs, it must be completely unpredictable and unanticipated. The affected party claiming force majeure can’t have foreseen it happening.
However, this can present some gray areas. Sometimes, it can be hard to prove that such circumstances can be considered unforeseeable events.
It can even be argued at times that a natural disaster is foreseeable if a similar event happened in the same place before, even if it took place many years ago. Force majeure events need to be considered on a case-by-case basis.
#2: It must be external to the parties of the contract
Any event that takes place that can be potential force majeure events must be external to both parties.
This element is more clear-cut and easier to define than the rest.
#3: It must render a party unable to perform its contractual obligations
Lastly, the circumstances must have a large enough effect on the ability of a party to perform and fulfill their contractual obligation.
If said party claiming force majeure can still fulfill their obligation, then it wouldn’t constitute force majeure. Even if it’s more expensive or more difficult for them to execute their end of the bargain, it doesn’t mean that they can claim force majeure.
What doesn’t count as force majeure events?
There are plenty of examples of events or circumstances that don’t count as a force majeure event, even if they can pose some serious challenges for a party.
For example, economic hardship is one such instance that doesn’t count as force majeure. Not only is it foreseeable, but it doesn’t necessarily make it impossible for someone to hold up their end of a contract.
Unanticipated difficulty is another. Even if one party has some serious trouble fulfilling their obligations, that’s not enough to excuse performance.
Anytime something is foreseeable, not external to the parties, and doesn’t make it nearly impossible for someone to uphold their obligations, it likely won’t hold up as force majeure.
Interpreting force majeure events
Creating a comprehensive and detailed force majeure clause is essential if you want to ensure everyone is properly protected and not held liable for something out of reasonable control.
If it comes down to it, courts will tend to interpret force majeure clauses very narrowly. There won’t be a lot of leeway and things will be considered as the contract states. Most of the time, only events that are explicitly listed in the force majeure clause will be considered.
For example, let’s say that a contract spells out “acts of terrorism” as a defined force majeure event. That means that threats of terrorism don’t necessarily fall into that category, and a court might not excuse any failure to perform on that basis.
Examples of force majeure clauses
When it comes to corporate hosting, there are plenty of reasons why you should include a force majeure clause in your contract. Whether you’re the event’s emcee or the hosting organization, a force majeure clause will help protect anyone involved in the festivities.
It’s always a good idea to seek legal counsel when writing up a contract. That way, you can ensure your force majeure clause is as it should be.
If you’re curious about the general layout of a force majeure clause, here’s an example contract provision:
If this Agreement is delayed in or prevented from performing in the Event of Force Majeure, only within the limitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure, which includes acts of government, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, and war, means any unforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, any shortage of credit, capital, or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by Force Majeure who claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other party of such exemption promptly and advise him/her of the steps to be taken for completion of the performance.
Of course, any force majeure clauses that you are involved with should be unique to your situation.
That’s the best way to ensure that any potential catastrophes can be properly responded to!
How to set up your corporate event for success
Even though things can go wrong in the blink of an eye, that doesn’t mean they have to. Force majeure clauses help protect you in case of any detrimental unforeseeable events, but the best way to ensure you can host a successful and entertaining corporate function is by booking the right speaker to run the show.
Your chosen emcee should not only be entertaining and personable, but they should also be cooperative and easy to work with. A great Master of Ceremonies knows how to ensure a great corporate event, both on stage and behind the scenes!
When finding your emcee, you should look for someone with plenty of experience and a great track record. They should also be fun, exciting, and able to infuse their act with humor and intrigue.
Your event attendees deserve to be treated to an evening of memorable interaction. And that’s what a fantastic Master of Ceremonies can do for you!
Now that you understand the importance of force majeure clauses, you can ensure that when it comes time to host a corporate event, you are properly prepared and ready for it all. That’s how you can guarantee success, even in the face of disaster!
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Adam Christing has been called “The Tom Brady of emcees.” He has hosted over 1,000 company meetings, special events, gala celebrations, and more. He is the author of several books and the founder of CleanComedians.com. For more event tips, follow Adam Christing on Instagram, Facebook, Pinterest, LinkedIn, and YouTube.