Will a “Force Majeure” or “Impossibility” clause get me out of the lease?

A “Force Majeure” clause excuses duties under a contract because of “acts of god.” These clauses may relieve parties from contract obligations if they are unable to perform due to circumstances outside of the parties’ control, such as extreme weather events, natural disasters, unexpected operations of law or government actions, or strikes. These clauses are often found in a Termination or Miscellaneous sections of a lease, and are sometimes called Impossibility clauses. Sometimes Force Majeure clauses are vague and sometimes they are extremely specific, even listing epidemics or pandemics among the things that could excuse your duties.

BEWARE, however. It is quite common for a Force Majeure clause in a lease to exclude payment of rent from one of the things that could be excused. The clause is also likely to only apply for the period of the emergency -- meaning that even if you have a clause that would allow you off the hook for rent, it would only be until the emergency is over; then you would owe the back rent. If you have a Force Majeure or Impossibility clause, make sure you read it carefully. If you want to see if yours would allow you to walk away from the lease, you should definitely consult an attorney first. Keep in mind, too, that an emergency that excuses the tenant’s obligation to pay rent may also excuse the property owner from performing its obligations under the lease. These clauses are often written to be available equally to both parties to the lease.

Lastly, pay attention to any notice requirements that may be required to invoke the Force Majeure clause, if it applies. If you need to send such notice, we recommend consulting an attorney first.

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1. What should I do if I can’t pay the rent for my small business?
2. Can the federal CARES Act help me pay my rent?
3. Does Oregon’s “no evictions” order apply to commercial leases?
4. Can I negotiate a change to my lease?
5. Why would the property owner be willing to negotiate changes to my lease?
6. How do I approach negotiating with the property owner?
7. What are some terms that I can consider offering the property owner?
8. If I am able to reach an agreement with the property owner, can we just agree over the phone?
9. I can’t pay rent and can’t reach the property owner. Should I send them a letter explaining? Is that enough to forestall an eviction in the future?
10. What if I already missed a rent payment and the property owner sent me a default notice?
11. Am I still responsible for paying rent if I have to close my business?
12. Will a “Force Majeure” or “Impossibility” clause get me out of the lease?
13. What if my lease states that I have to be open during certain days and hours?
14. What if the property owner wants to cancel my lease because the location is good and they think they can get more money from another tenant?
15. What if I have to declare bankruptcy?
16. If I am a month-to-month tenant, how does this impact my lease?
17. I do not know if I have a lease (or can't find a copy of my lease). What should my next steps be?
18. Where can I find more resources?