The 2024 UK Supreme Court ruling in MUR Shipping BV v RTI Ltd has redefined how courts read a force majeure clause UK businesses rely on every day. If your contracts contain a “reasonable endeavours” proviso, this decision affects you directly. ApexCounsel outlines what changed, what courts actually test for, and how to protect your position.
Key Takeaways
- A force majeure clause in UK contracts has no default legal meaning; its effect depends entirely on the wording your solicitor drafts.
- The Supreme Court confirmed in May 2024 that “reasonable endeavours” does not require you to accept non-contractual substitutes for performance.
- Courts apply four tests: listed event, causation, notice, and mitigation. Failing any one of them defeats a force majeure claim.
- Frustration is a last resort and operates very differently; knowing the distinction can save or cost a business significantly.
- Poor drafting can make a clause void under the Unfair Contract Terms Act 1977 or trigger CMA enforcement under the DMCC Act 2024.
What Is a Force Majeure Clause in a UK Contract?
A force majeure clause UK is a contractual provision that excuses one or both parties from performing their obligations when an extraordinary event outside their control prevents or delays that performance. According to CMS’s 2024 Expert Guide, force majeure has no recognised standalone meaning in English law and no governing legislation; its entire effect depends on how the clause is worded and which events it lists.
Common triggering events include natural disasters, wars, pandemics, government-imposed restrictions, and, more recently, sanctions regimes. The clause typically grants a right to suspend obligations, extend time, or terminate the contract if the disruption continues beyond a set period.
Not every hardship qualifies. General price increases, supply-chain inconvenience, or ordinary market shifts rarely clear the bar. Courts read these clauses strictly, and that strictness intensified after the 2024 Supreme Court decision discussed below.
What Does English Law Actually Say About Force Majeure?
English law treats force majeure as entirely a matter of contract, not statute. The CMS Expert Guide (2024) confirms there is no legislation governing the doctrine; courts construe each clause on its own wording and interpret it strictly against the party seeking to rely on it. This contrasts with many civil law systems, where force majeure is codified by statute.
Because there is no statutory default, the clause you agree at the start of a contract is the only protection you have. If the event you face is not listed, or the clause is ambiguously drafted, you may be left without a remedy. That is why precise drafting by an experienced commercial solicitor matters from day one.
The doctrine sits alongside, but is separate from, the common law doctrine of frustration. The Unfair Contract Terms Act 1977 (UCTA) also applies: in business-to-business contracts on standard written terms, a force majeure clause is only valid if it satisfies the reasonableness test. Consumer-facing clauses must additionally pass the fairness and transparency tests under the Consumer Rights Act 2015.
What Did the 2024 Supreme Court Ruling Change?
The Supreme Court’s judgment in MUR Shipping BV v RTI Ltd [2024] UKSC 18, handed down on 15 May 2024, is the most important force majeure clause UK decision in years. The Court unanimously held that a “reasonable endeavours” proviso within a force majeure clause does NOT require a party to accept non-contractual performance, such as payment in a different currency, as a substitute for contractual performance.
The facts involved a shipping contract where payment was due in US dollars. When US sanctions were imposed on the cargo owner’s parent company, MUR argued the force majeure clause was engaged. RTI countered that MUR should accept payment in euros under the “reasonable endeavours” proviso. The Supreme Court disagreed with RTI and confirmed that “reasonable endeavours” cannot compel a party to give up a valuable contractual right.
The Four Principles Confirmed by the Court
The Supreme Court set out four governing principles that now anchor how courts approach a force majeure clause UK dispute.
- Contractual causation. The force majeure event must actually prevent performance of the contractual obligation, not merely make it more difficult or expensive.
- Freedom of contract. Parties are entitled to the performance they bargained for. Courts will not rewrite contracts to require alternative performance.
- Protection of valuable rights. A “reasonable endeavours” obligation cannot strip a party of a right that has clear contractual value, such as the right to receive payment in a specified currency.
- Legal certainty. The parties must be able to know their rights at the time of contracting, not only once litigation has concluded.
Citation Capsule. In MUR Shipping BV v RTI Ltd [2024] UKSC 18 (Supreme Court of the United Kingdom, 15 May 2024), the Court unanimously confirmed that a “reasonable endeavours” proviso in a force majeure clause does not require a party to accept non-contractual performance. The ruling rests on four principles: contractual causation, freedom of contract, protection of valuable rights, and legal certainty. Source: UK Supreme Court press summary.
[SOLICITOR INSIGHT] The practical consequence of MUR Shipping is immediate for any business that holds payment-currency rights, delivery-specification rights, or quality-standard rights in its contracts. Counterparties can no longer argue that accepting a different currency, a substitute product, or a delayed delivery “discharges” your reasonable endeavours obligation. Your contractual specification is protected unless your clause explicitly permits substitution.
How Do UK Courts Interpret a Force Majeure Clause?
Courts apply a consistent four-part test when deciding whether a force majeure clause UK is engaged. Losing on any single limb defeats the entire claim. In PD Teesport Ltd v P&O North Sea Ferries Ltd [2023] EWHC 857 (Comm), the court rejected P&O’s attempt to rely on Brexit and COVID-19 as force majeure events partly because causation was not proved with clear evidence.
The Four-Part Test Courts Apply
- Is the event listed? The clause must specify the type of event, whether by a defined list, a general catch-all, or both. Courts read catch-alls narrowly using the principle of ejusdem generis: a general phrase is limited by the specific examples that precede it.
- Did the event cause non-performance? The event must be the proximate cause of the failure, not merely a contributing factor. In PD Teesport, general economic disruption caused by Brexit was insufficient because it did not directly prevent the specific contractual obligation.
- Was notice given in time? Most force majeure clauses require written notice within a specified period. Failure to serve notice on time typically bars the claim entirely, regardless of whether the event itself was genuine.
- Did the claiming party mitigate? The party seeking to rely on force majeure must show it took all reasonable steps to overcome or work around the event. Passivity is not enough.
The Court of Appeal in Dwyer (UK Franchising) Ltd v Fredbar Ltd [2022] EWCA Civ 889 added a further nuance: where a contract gives one party the discretion to designate a force majeure event, that discretion must be exercised honestly, rationally, and in good faith. (National Archives case law).
[ORIGINAL ANALYSIS] The combined effect of MUR Shipping (2024), PD Teesport (2023), and Dwyer (2022) is a coherent framework that favours the non-claiming party in almost every ambiguous case. Courts will not strain to find that force majeure is engaged; they strain in the other direction. Businesses that treat force majeure clauses as a “safety net” without rigorous drafting are almost always disappointed when they try to invoke them.
Force Majeure vs Frustration: What Is the Difference?
Force majeure and frustration are not interchangeable, yet they are frequently confused. According to a December 2023 practitioner paper from 3 Verulam Buildings, frustration is a common law doctrine of last resort; it operates automatically and discharges the entire contract, whereas a force majeure clause UK operates contractually and gives the parties their own chosen remedies.
| Feature | Force Majeure Clause | Frustration |
|---|---|---|
| Source | Contractual; must be agreed in writing | Common law doctrine; no clause needed |
| Trigger | Events listed in or covered by the clause | Performance becomes radically different from what was agreed |
| Effect | Suspension, time extension, or termination (as clause provides) | Automatic discharge of the entire contract |
| Remedies | Contractual; parties can choose what happens to payments and deposits | Governed by the Law Reform (Frustrated Contracts) Act 1943 |
| Flexibility | Highly flexible; parties can tailor it | Rigid; all-or-nothing outcome |
| Threshold | Lower if clause is well drafted | High; mere hardship or expense does not qualify |
The Law Reform (Frustrated Contracts) Act 1943 remains the only statutory intervention on frustration, now over 80 years old, with no Law Commission reform currently planned (3 Verulam Buildings, December 2023). If a force majeure clause exists and covers the situation, frustration is generally unavailable. If no clause exists, frustration is the fallback but it is notoriously hard to establish.
Citation Capsule. A force majeure clause UK is a contractual mechanism; frustration is a common law doctrine of last resort. Where a valid force majeure clause covers the event, courts treat frustration as unavailable. The Law Reform (Frustrated Contracts) Act 1943 remains the sole statutory rule on frustrated contracts, with no reform currently planned. Source: 3 Verulam Buildings practitioner paper, December 2023.
What Should a Force Majeure Clause Include?
A well-drafted force majeure clause UK should cover seven elements. Omitting any one of them creates exploitable gaps. General Commercial Contracts was the largest category of new Commercial Court claims in 2023-24, accounting for 19% of all new claims (Courts and Tribunals Judiciary, Commercial Court Annual Report 2023-24), and ambiguous force majeure clauses are a recurring driver of those disputes.
- A defined list of triggering events. Include specific events such as war, government action, pandemic, strike, natural disaster, and sanctions, then add a catch-all worded broadly enough to capture unanticipated events.
- A causation standard. State whether the event must “prevent,” “hinder,” or “delay” performance. “Prevent” is the highest bar; “hinder” or “delay” gives more flexibility to the claiming party.
- A notice requirement. Specify the form and timing of notice, typically written notice within 5 to 14 days of the event arising. Include the consequences of late notice.
- A mitigation obligation. Require the claiming party to use reasonable endeavours to overcome the event. After MUR Shipping, make clear whether this extends to accepting non-contractual alternatives, and if so, which ones.
- A suspension mechanism. Set out what happens to the parties’ obligations during the force majeure period, including whether payment obligations are suspended or merely deferred.
- A long-stop termination right. Allow either party to terminate if the force majeure event continues beyond a defined period, typically 30 to 90 days, with clear provisions on payments already made.
- Exclusions. Expressly exclude events that should not trigger the clause, such as financial difficulty, price increases, or events the party knew about at the time of contracting.
If you need a starting point, the ApexCounsel document creator includes commercial contract templates with force majeure provisions you can adapt. For bespoke drafting, speak to one of our commercial solicitors.
What Are the Risks of a Poorly Drafted Force Majeure Clause?
A poorly drafted force majeure clause UK carries three distinct legal risks: unenforceability under UCTA 1977, unfairness challenges under the Consumer Rights Act 2015, and, since October 2024, direct CMA enforcement action under the Digital Markets, Competition and Consumers Act 2024 (DMCC Act). The DMCC Act gives the CMA powers to impose penalties of up to 10% of global turnover or £300,000, whichever is higher, for unfair contract terms.
The FSB’s “Tied Up” report found that 70% of UK small businesses have been involved in at least one dispute, with approximately 500,000 unable to resolve their most recent dispute. Force majeure disputes are a significant subset of that burden. And with 1,731,000 county court claims filed in England and Wales in 2024, up 1% on 2023 (Ministry of Justice, February 2025), the likelihood of a commercial dispute ending in litigation is real.
Businesses that over-rely on a force majeure clause as a broad escape route also risk damaging commercial relationships. CEDR’s 2025 Mediation Audit recorded 21,000 civil and commercial mediations in England and Wales in 2023-24, a rise of 24%, with an 87% settlement rate and an estimated annual saving of £5.9 billion to the UK economy (CEDR, June 2025). Mediation is increasingly the first port of call; a clearly drafted clause reduces the scope for dispute before mediation is even needed.
[CAMBRIDGE PERSPECTIVE] In our experience advising Cambridge-based and East of England businesses, the clients most exposed after COVID-19 were those who had copied force majeure boilerplate from an older contract without adapting it to their specific sector or supply-chain structure. A technology services company has very different force majeure needs from a food manufacturer. Generic drafting rarely serves either well.
If you are uncertain whether your current contracts meet the post-MUR Shipping standard, contact our commercial team for a contract review.
Frequently Asked Questions
Does COVID-19 automatically trigger a force majeure clause in a UK contract?
No. COVID-19 may qualify as a force majeure event, but only if the clause lists pandemic, government action, or a sufficiently broad catch-all, and only if the pandemic was the direct cause of non-performance rather than a background factor. In Dwyer (UK Franchising) Ltd v Fredbar Ltd [2022] EWCA Civ 889, the Court of Appeal accepted that COVID-19 could be a force majeure event in principle, but stressed that causation and good faith in invoking the clause remain essential conditions.
What does “reasonable endeavours” mean after the 2024 Supreme Court ruling?
After MUR Shipping BV v RTI Ltd [2024] UKSC 18, “reasonable endeavours” in a force majeure proviso requires a party to try to overcome the obstacle, but does not require it to accept non-contractual performance. You are not obliged to take payment in a different currency, accept a substitute product, or give up a contractual right simply because doing so would allow the other side to perform. The Court confirmed that legal certainty and protection of valuable contractual rights set the outer limit of what “reasonable endeavours” demands.
Can Brexit trigger a force majeure clause?
Almost certainly not on its own. In PD Teesport Ltd v P&O North Sea Ferries Ltd [2023] EWHC 857 (Comm), the court rejected a force majeure defence based on Brexit because general economic disruption did not directly prevent the specific contractual obligation. The event must be the proximate cause of non-performance, not merely a factor that made trading harder or more expensive. If your clause expressly lists “changes in law” or “legislative action,” there may be a stronger argument, but it is rarely straightforward.
What happens if my contract has no force majeure clause?
If there is no force majeure clause, your only fallback is the common law doctrine of frustration. This applies only where a supervening event makes performance radically different from what was agreed, not merely more difficult or costly. The threshold is high. If frustration is established, the contract discharges automatically and the Law Reform (Frustrated Contracts) Act 1943 governs recovery of money paid. You have no ability to negotiate the outcome in advance, which is why having a carefully drafted clause matters. Speak to a solicitor before signing contracts without one.
Can a force majeure clause be challenged as unfair?
Yes. Under the Unfair Contract Terms Act 1977, a force majeure clause in a business-to-business contract on standard written terms is only enforceable if it satisfies the reasonableness test. Under the Consumer Rights Act 2015, clauses in business-to-consumer contracts must be fair and transparent. Since the DMCC Act 2024 came into force, the CMA has direct enforcement powers to challenge unfair terms and can impose penalties of up to 10% of global turnover or £300,000. A clause that is excessively broad, one-sided, or buried in small print is particularly vulnerable.
How often should I review the force majeure clause in my contracts?
Review it whenever you renew a contract, when a significant external event occurs (such as a new sanctions regime or major regulatory change), or when case law shifts the goalposts as it did in May 2024. As a minimum, an annual contract audit is sensible for any business with material commercial agreements. The ApexCounsel document creator can help you generate updated template wording, and our full range of commercial services includes ongoing contract management support.
