The pandemic was the largest stress test of force majeure language in modern American commercial practice, and most clauses failed it. Form-book provisions written in the 1990s and copied forward never anticipated a global public health closure that would idle entire categories of business simultaneously.

Minnesota businesses now have five years of post-2020 case law and renegotiated contracts to learn from, and the lesson is straightforward: a force majeure clause is only as strong as its drafting, and Minnesota courts will hold the parties to the words they wrote. For a broader view of where this clause sits in the modern business contract, our Minnesota business contract attorney overview frames the surrounding architecture.

This article walks through what 2020 taught about force majeure, how Minnesota courts read these clauses, and what a 2026 contract should say to actually protect the parties when the next disruption arrives.

What did 2020 actually teach about force majeure clauses?

Three lessons emerged from the pandemic litigation wave that hit commercial leases, supply contracts, and service agreements:

  • Generic clauses with vague catch-all phrases failed more often than they succeeded. Courts construing a clause that listed acts of God, war, fire, and labor disputes were reluctant to read pandemic into the gap.
  • Parties that tried to invoke force majeure for economic loss rather than physical impossibility tended to lose on the causation question. Financial hardship is not the same as inability to perform.
  • Notice and mitigation requirements that looked like boilerplate turned out to be enforceable, and parties that skipped them lost the defense before the substantive argument was even reached.

[PRACTITIONER OBSERVATION — Aaron: recurring drafting pattern observed in MN supply and services contracts post-2020, e.g., specific language fights over whether “epidemic” reaches a non-declared outbreak, or whether “government action” reaches a guidance document that is not a binding order.]

The practical takeaway is that the force majeure clause should now be treated as a meaningful risk-allocation tool, not a stock paragraph. Every contract that exposes the company to material performance risk deserves a clause drafted for the specific deal, the specific industry, and the specific kinds of disruption that could actually disable performance.

How Minnesota law treats force majeure when the contract is silent

Minnesota has no general force majeure statute. For most commercial contracts (services, leases, professional engagements, distribution agreements), force majeure exists only because the parties wrote it into their contract. Whether the clause applies, how it applies, and what relief it provides are all questions decided by reading the clause itself under standard Minnesota contract-construction rules. There is no statutory backstop that creates a force majeure right when the contract is silent.

The one significant exception is the sale of goods. Article 2 of the Uniform Commercial Code, codified in Minnesota at Minn. Stat. § 336.2-615, provides a default excuse for sellers when performance has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made, or by compliance in good faith with a governmental regulation or order. Section 336.2-615 reaches sale-of-goods contracts only; it does not extend to services, real estate, or licensing.

For all other contracts, drafting is the entire game.

How do Minnesota courts read a catch-all phrase like “any other cause beyond reasonable control”?

Courts apply ejusdem generis, a general canon of contract interpretation that reads a catch-all in light of the specific items the parties chose to list. If a clause says “fire, flood, earthquake, war, riot, strike, or any other cause beyond the reasonable control of the parties,” the catch-all is read to cover events similar in kind to the enumerated list. A pandemic is not similar in kind to a fire or an earthquake. A government-ordered closure is not similar in kind to a strike. A supply-chain disruption caused by a foreign port shutdown is not similar in kind to a riot.

This is why pre-pandemic clauses failed when companies tried to read pandemic into the catch-all. The drafters had not contemplated the kind of disruption that arrived, and the canon of construction held them to the kinds of disruption they had actually listed.

The cure is not to delete the catch-all (it still has a useful role) but to expand the enumerated list so that the catch-all is read against a broader category of named events. A clause that names “epidemic, pandemic, public health emergency, government-ordered closure, embargo, sanction, and cyberattack” alongside the traditional events gives the catch-all a much wider reach when the next unanticipated event lands.

What events should a 2026 force majeure clause specifically name?

A modern enumeration list should reflect both the traditional categories and the disruption categories that have surfaced in the last decade. The traditional events still belong in the clause: acts of God, fire, flood, earthquake, hurricane, war, terrorism, riot, strike, and labor dispute. The post-2020 additions are equally important: epidemic, pandemic, public health emergency, government-ordered closure or shelter-in-place order, embargo, trade sanction, export-control restriction, cyberattack, ransomware event, internet or utility outage, and material disruption of common-carrier transportation.

Industry-specific risks deserve specific naming. A construction contract should name unusual or extreme weather measured against an objective standard. A SaaS agreement should name third-party cloud-infrastructure outages and DDoS attacks. A manufacturing supply agreement should name plant-specific events like equipment failure caused by a force majeure at a critical upstream supplier. The more specific the list, the less room there is to argue later that the disruption fell outside the clause.

What do Minnesota courts actually require to trigger the clause?

Beyond fitting the list, the party invoking force majeure has to show three things: that the event actually prevented performance (causation), that the event was not within the invoking party’s reasonable control, and that the invoking party complied with any notice and mitigation requirements the contract imposed.

Causation is where most invocations fail. Courts distinguish between an event that prevents performance and an event that makes performance more expensive or less profitable. A supplier whose costs doubled because of a tariff is not prevented from performing; a supplier whose plant is condemned by a government order is. The clause should be drafted with this distinction in mind, and the party invoking it should be ready to document the actual mechanism of disruption.

Reasonable control is fact-specific but generally requires that the event be external to the invoking party’s choices. A supplier who chose a single-source upstream vendor and then lost supply when that vendor failed cannot easily claim force majeure if a reasonable alternative was available. A manufacturer whose plant is shut down by a regulator for the manufacturer’s own safety violations cannot claim force majeure for the closure.

Notice and mitigation are addressed below as their own topic, because they carry independent enforcement weight and are commonly missed in practice.

How do force majeure, impossibility, and frustration of purpose differ in Minnesota?

These three concepts are often blurred together but are doctrinally distinct, and the distinction matters when the contract is silent or the clause does not reach the disruption.

Force majeure is contractual. It exists only because the parties wrote it. It excuses performance on the terms the contract specifies, usually with notice, mitigation, and a defined excuse period.

Impossibility is a common-law doctrine that excuses performance when an event makes performance objectively impossible (the subject matter is destroyed, a key person dies, performance becomes illegal). The bar is high. Subjective inability is not enough.

Frustration of purpose is a related common-law doctrine that excuses performance when a supervening event substantially destroys the principal purpose of the contract, even though performance remains technically possible. It is rarely invoked successfully in Minnesota because courts read the doctrine narrowly.

In SVAP III Riverdale Commons LLC v. Coon Rapids Gyms, LLC, A20-1593 (Minn. Ct. App. 2021), a commercial fitness-center tenant tried to defend a nonpayment-of-rent eviction by invoking impossibility and frustration of purpose, arguing that a state executive order had closed gyms during the COVID-19 emergency. The Court of Appeals rejected the defense, holding that the eviction statute permits only one affirmative defense to a nonpayment eviction (retaliation), so the common-law doctrines were not available in that proceeding. The court left open whether the same arguments might be raised in a separate damages action, but the lesson for tenants and landlords is clear: do not rely on the common-law fallback to defeat an eviction. Build the protection into the lease itself.

The broader lesson is that drafting a force majeure clause beats relying on the common-law doctrines, every time. The clause is enforced on its own terms; the common-law doctrines are gatekept by judicial reluctance.

What notice and mitigation language belongs in the clause?

Notice and mitigation provisions are the parts of the force majeure clause most often skipped during invocation, and skipping them is one of the most common ways to lose the defense. A modern clause should require:

  • written notice to the other party within a defined and short time after the invoking party learns of the event;
  • a description of the event, the affected obligations, and the expected duration;
  • ongoing updates as the disruption evolves;
  • reasonable efforts by the invoking party to mitigate the effect, including pursuing alternative means of performance where commercially reasonable;
  • a defined right for either party to terminate the contract if the disruption exceeds a stated duration; and
  • an allocation of who bears the cost of mitigation efforts.

These provisions also serve a documentation function. If litigation follows, the notices, updates, and mitigation records are the evidence that supports (or undermines) the invocation. Companies that invoke force majeure without ever sending the contractually required notice typically lose the defense before reaching the merits. [PRACTITIONER OBSERVATION — Aaron: in counseling MN clients through invocation decisions, the most common failure mode is a phone-call or email mention to a counterparty that does not match the contract’s notice section (wrong addressee, wrong delivery method, or no written description of the affected obligations), which then becomes the opposing party’s first argument months later.]

How does force majeure interact with sale-of-goods contracts under the UCC?

When the contract is for the sale of goods, the analysis runs through Article 2 of the Minnesota UCC even if the parties also wrote a force majeure clause. Section 336.2-615 supplies a default seller-side excuse: delay or nondelivery is not a breach when performance has been made impracticable by a basic-assumption contingency or by compliance in good faith with a foreign or domestic governmental regulation or order, whether or not it later proves invalid. The seller must allocate fairly among customers if the disruption affects only part of capacity, and must give seasonable notice to the buyer of the delay or nondelivery and any allocation made.

The buyer’s side of the equation is governed by Minn. Stat. § 336.2-616, which gives the buyer the right (after receiving notice of a material or indefinite delay or an allocation) to terminate the affected portion of the contract or to modify by agreeing to take the available quota. Section 336.2-616 also includes a default rule that affected deliveries lapse if the buyer does not modify within a defined period, so a buyer who receives a force majeure notice should treat it as a triggering event and respond on the contract’s timeline.

The interaction question for a goods contract is whether the force majeure clause supersedes or supplements § 336.2-615. The parties can contract around § 336.2-615 by writing a more specific clause, but they cannot contract out of § 336.2-616 to the buyer’s detriment. A well-drafted goods contract addresses both layers explicitly: it defines the force majeure events for the deal, and it states whether the parties intend the contract clause to displace, supplement, or merely interpret the UCC default. Companies negotiating long-term supply agreements should treat both the clause and the UCC backstop as part of the same risk allocation.

What carve-outs should always be excluded from force majeure?

Some obligations should never be excused by force majeure, regardless of the disruption. The carve-outs section of a modern clause should expressly exclude:

  • the obligation to pay money that was already due before the event began;
  • confidentiality, intellectual property, and data security obligations;
  • indemnification obligations for events that occurred before the disruption;
  • compliance with applicable law (an event cannot license a party to violate the law); and
  • any obligation that the contract elsewhere makes a condition of payment or termination.

These carve-outs prevent the clause from becoming a general escape hatch and keep it focused on its proper role: temporary excuse of operational performance during a discrete disruption. The carve-outs interact with the rest of the contract’s risk-allocation architecture, particularly the indemnification and limitation of liability provisions, and the three clauses should be drafted as a coherent set rather than three independent paragraphs. For contract types that depend on a written instrument to be enforceable in the first place, see also our overview of the Minnesota statute of frauds.

Does COVID-19 count as force majeure under a clause that does not mention pandemic?

Sometimes, but it is a much harder argument than business owners assume. The dominant pandemic-era pattern was that narrowly drafted clauses were read to exclude pandemic when the listed events were limited to acts of God, war, fire, and similar physical disruptions. A catch-all phrase like ‘any other cause beyond reasonable control’ is read in light of the events the parties actually listed, so a clause that names only physical and weather-driven events typically will not stretch to a public health closure order. The reliable fix is to amend the clause for future contracts to name pandemic, epidemic, and government-ordered closure expressly.

Can a buyer excuse payment for goods because of supply-chain disruption upstream?

Almost never. Force majeure protects performance that has become impossible or commercially impracticable, not performance that has become unprofitable. Inability to obtain components from a particular supplier rarely qualifies if substitute supply is available at a higher cost. Under the Uniform Commercial Code, a seller may be excused under Minn. Stat. § 336.2-615 when a basic-assumption contingency makes delivery impracticable, but the buyer’s payment obligation is harder to excuse on supply-side grounds alone.

Should the clause require written notice within a specific number of days?

Yes, and the time period should be short enough to give the other party a real opportunity to react. As a drafting principle, a clear contractual notice timeline and method are far easier to enforce than open-ended language. A clause that says ‘prompt’ or ‘reasonable’ notice invites a fight over what those words mean; a clause that says ‘within ten business days, in writing, by the method specified in the notices section’ avoids it. Pair the notice requirement with a duty to update the other party as the disruption evolves.

Does inability to pay ever qualify as force majeure?

No, not under a standard clause. Financial hardship, lost financing, currency fluctuations, and recession typically fall outside force majeure even when the clause has a broad catch-all. The reasoning is that economic risk is exactly the risk a commercial party assumes when it signs a fixed-price contract. A party that wants protection against payment-side disruption needs a different mechanism (a financing contingency, a material-adverse-change clause, or a termination-for-convenience right) and not a force majeure provision.

What if my contract has no force majeure clause at all?

The fallback is the common-law doctrines of impossibility, impracticability, and frustration of purpose, which Minnesota courts apply narrowly. The bar is high: performance must be objectively impossible or the contract’s principal purpose must be substantially frustrated by a supervening event the parties did not foresee. As the Minnesota Court of Appeals confirmed in a 2021 commercial-tenant eviction case, these doctrines do not protect a tenant from a nonpayment-of-rent eviction even when a government order shuttered the business. Relying on the common-law fallback is a much weaker position than a well-drafted clause.

Can government action like a tariff or sanction trigger force majeure?

It depends on whether the contract names governmental action as a triggering event and on whether the action prevents performance rather than merely making it more expensive. A clause that lists ‘governmental action, embargo, or sanction’ as a force majeure event is enforceable when those measures actually block performance, such as a sanction that prohibits the export of a specific component. Tariffs that raise costs without prohibiting performance generally do not qualify, even under a clause that names governmental action.

A clause worth the paragraph it occupies

The pandemic exposed how casually most American businesses had treated their force majeure language. Five years later, the businesses that have rewritten their clauses with specific events, a working notice procedure, real mitigation requirements, and clean carve-outs are in a measurably stronger position than the ones still relying on a 1990s form.

A force majeure clause is not insurance, but it is the closest the contract gets to a controlled landing when something genuinely outside the parties’ control disrupts performance. The drafting work that goes into a strong clause is small compared to the cost of arguing about a weak one in the middle of a crisis.

If a Minnesota business is reviewing its standard contract suite for 2026, the force majeure paragraph is one of the places where revision yields the highest return. Our Minnesota business contract attorney team works with clients on exactly that kind of clause-by-clause modernization.