Force Majeure in Commercial Leases: What It Actually Excuses

Force Majeure in Commercial Leases: What It Actually Excuses

A force majeure clause excuses a party from performing a lease obligation when an event genuinely beyond its control makes performance impossible, but in almost every commercial lease, it does not excuse the tenant's obligation to pay rent. That single point trips up more tenants than any other part of this clause.

Force majeure gets glossed over as boilerplate more often than almost any other lease provision, largely because there's been relatively little Canadian court guidance testing what it actually covers in a leasing context specifically. That's exactly why it's worth reading closely rather than assuming it works the way it sounds like it should.

What a Force Majeure Clause Actually Does

The clause defines events, typically things like acts of God, war, strikes, government orders, or other events "beyond the reasonable control" of a party, that temporarily suspend a party's obligations for the duration of the event. It is not the same thing as the common-law doctrine of "frustration," which can discharge a contract entirely; Canadian courts have generally not applied frustration to commercial leases, on the reasoning that a leasehold interest in land survives even if a building is damaged or access is temporarily lost. That makes the force majeure clause, not frustration, the main mechanism by which either party gets any relief from an extraordinary event.

Canadian courts that have interpreted force majeure clauses (mostly in commercial supply contracts, since there's limited leasing-specific case law) have set a demanding bar. The Supreme Court of Canada's leading case held that a force majeure clause excuses performance only when the event makes performance genuinely impossible, not just more expensive, less profitable, or commercially inconvenient. The Alberta Court of Appeal has taken a somewhat more flexible view in a supply-contract context, holding that a party need only show the event created "a real and substantial problem" making performance commercially unfeasible, rather than literally impossible, but the stricter impossibility standard from the Supreme Court remains the more cautious assumption for how an Alberta court would treat a lease dispute.

What It Usually Does NOT Excuse

This is the part tenants most often get wrong:

• Rent. The great majority of force majeure clauses in commercial leases explicitly carve out the payment of rent. The clause suspends things like a landlord's construction obligations or a tenant's fit-out deadlines, but not the tenant's duty to pay. Read the clause for an express carve-out along the lines of "nothing in this section shall excuse the payment of rent or other money."
• Foreseeable events. If an event was reasonably foreseeable at the time the lease was signed, courts are inclined to find the risk should have been priced into the deal rather than excused after the fact.
• A problem of your own making. A force majeure clause won't rescue a party from a difficulty it caused or contributed to itself.
• Ordinary commercial hardship. A downturn in your business, a client leaving, or a slow market are not force majeure events, however painful. The bar is a supervening event outside your control, not a bad quarter.

What Typically Gets Negotiated

• The list of triggering events: whether it's a short, generic list ("acts of God, war, strikes") or a longer, more specific one that names things like epidemics, government-ordered closures, or cyberattacks. A specific list can work against you: courts have held that if the actual event isn't clearly captured by the listed categories, relief can be denied even where a broader reading would seem to fit.
• A "catch-all" phrase: language like "or any other cause beyond the reasonable control of the party," and, ideally, an express statement that the specific list is not exhaustive. Without that statement, courts tend to interpret a catch-all narrowly, limiting it to events similar in kind to the ones already listed.
• Notice requirements: how quickly a party must notify the other of a force majeure event, and what that notice must include. Missing a notice deadline can be fatal to relying on the clause at all.
• Duration and a termination trigger: most clauses only suspend obligations for as long as the event lasts, but well-drafted ones also give either party the right to terminate if the event drags on past a set number of days or months.
• A duty to mitigate: an express (or, failing that, implied) obligation on the party claiming force majeure to take reasonable steps to reduce the impact of the event.

Common Mistakes

1. Assuming a force majeure event automatically pauses rent. It almost never does, unless the lease specifically says so. If a tenant unilaterally stops paying rent based on a general force majeure clause, that's often treated as the tenant's own default, not a lawful response to the landlord's inability to perform.

2. Relying on a generic list that doesn't clearly name the event you're actually worried about. Whether something like a health emergency, a supply-chain disruption, or a cyberattack is covered often comes down to whether it's specifically named or fits squarely within a listed category. Vague hope that a catch-all phrase will stretch to cover it is a weak position.

3. Missing the notice deadline. Courts have found that failing to give proper, timely notice of a force majeure event can be fatal to relying on the clause at all, regardless of whether the event itself would otherwise qualify.

4. Treating "beyond a party's control" as a low bar. Courts weigh foreseeability heavily. An event common enough in your region or industry (a seasonal weather pattern, a known labour dispute cycle) is a harder sell as unforeseeable.

Frequently Asked Questions

Does force majeure excuse me from paying rent if my business has to close temporarily? Almost certainly not, unless your specific lease says otherwise. Most force majeure clauses explicitly continue the rent obligation even while other obligations are suspended.

What's the difference between force majeure and "frustration" of a lease? Frustration is a common-law doctrine that can discharge an entire contract when performance becomes fundamentally impossible; Canadian courts have generally not applied it to commercial leases. Force majeure is a contractual clause that suspends specific obligations for a defined period, which makes it the more relevant protection in a lease.

Can I add a right to terminate my lease if a force majeure event goes on too long? Yes, this is a common and reasonable negotiation point, particularly for tenants in smaller spaces with less leverage to demand it as a landlord concession, but it has to be written into the clause; it isn't implied automatically.

Is a pandemic automatically covered by a force majeure clause? Only if the clause's language reasonably captures it: a health emergency, epidemic, or government-ordered closure. Leases drafted before such language became standard practice may leave real ambiguity about whether a health event qualifies.

Who has to prove a force majeure event actually happened? The party claiming the benefit of the clause, the one seeking to be excused from performing, carries the burden of proving the event occurred, that it was beyond their control, and that it actually prevented performance.

Next Step

Force majeure is one of several risk-allocation clauses worth reviewing before you sign, see what to plan for before an office move for the broader picture, or reach out if you want a specific lease clause reviewed.

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This guide reflects general commercial leasing practice and Canadian case law as of September 2026; individual leases vary, confirm specifics with legal counsel before signing or relying on any lease provision described here.