Let us be honest… most people sign a lease and barely glance at the force majeure section. It looks long. It sounds technical. And it feels like something that will probably never matter.
Until it does.
Over the last few years, we have seen how fast things can change. Lockdowns. Supply chain issues. Government shutdown orders. Suddenly tenants and landlords were calling a commercial real estate litigation attorney asking the same question… “Does force majeure excuse me from paying rent?”
The answer is not always simple.
Let us break it down in plain language.
What Is a Force Majeure Clause, Really?
Force majeure simply means an unexpected event that no one can control. Think natural disasters, war, strikes, government restrictions, or even pandemics.
In a commercial lease, this clause explains what happens if one party cannot perform their obligations because of something beyond their control.
But here is the catch… not all clauses are written the same way.
Courts do not treat force majeure as automatic protection. Judges read the exact words in the lease. If the event is listed, you may have protection. If it is not listed, things get tricky.
Courts Focus on the Exact Language
This is where many disputes begin.
Courts in both the United States and Canada generally interpret force majeure clauses narrowly. They do not stretch the meaning. If the clause lists “fire, flood, earthquake,” that does not automatically include a pandemic unless the wording is broad enough.
During COVID-19, several cases tested this issue. In the United States, cases like Victoria’s Secret Stores, LLC v. Herald Square Owner LLC (New York, 2021) looked closely at lease wording. Some tenants argued that government shutdown orders triggered force majeure. Courts often ruled that while shutdowns were covered, rent payment obligations were not excused if the lease specifically excluded payment duties.
Canadian courts followed similar logic. In Quebec, where leases are governed by the Civil Code of Québec, the concept of “superior force” applies. But even there, the event must make performance truly impossible, not just harder or less profitable.
That is a big difference.
Does Force Majeure Excuse Rent Payments?
Here is where reality hits.
Many commercial leases clearly state that force majeure does not apply to the obligation to pay rent. Yes, the tenant may get more time to complete construction. Yes, delays might be forgiven. But rent? Often excluded.
A 2022 industry review by CBRE found that most modern commercial leases drafted after 2008 financial crisis already limited force majeure protection for monetary obligations. Landlords learned from past economic disruptions.
So if business slows down or even shuts down temporarily, courts usually ask… was it legally impossible to pay? Or just financially painful?
Financial hardship alone is rarely enough.
Government Orders and “Impossibility”
Some tenants argued that government lockdown orders made it impossible to operate, and therefore rent should be suspended.
Courts looked at this carefully. In many cases, they said the space was still physically usable. The tenant chose not to operate because of restrictions. That does not always equal impossibility.
Under the Civil Code of Québec, the event must be unforeseeable and unavoidable. Even then, it must truly prevent performance. If online sales were possible, or partial use was allowed, courts sometimes rejected full relief claims.
This is why having clear advice from professionals offering Montreal legal services matters. These disputes are very fact specific.
Drafting Makes All the Difference
We have learned one big lesson… wording matters more than people think.
Modern leases now often:
- Specifically mention pandemics
- Clarify whether rent is excluded
- Define government action more clearly
- Include notice requirements
If you miss the notice deadline, you may lose protection. Yes, it happens.
That is why landlords and tenants should not copy old templates blindly. Each clause needs careful review. A small sentence can decide thousands of dollars in dispute.
So, How Do Courts Really Interpret It?
In simple terms, courts ask:
- Was the event truly beyond control?
- Is the event listed or clearly covered?
- Did it directly prevent performance?
- Does the clause exclude payment obligations?
They do not rewrite the contract to make it fair. They enforce what was agreed.
It may feel strict. But commercial leases are business contracts. Judges expect parties to read and negotiate carefully.
Final Thoughts
Force majeure clauses are not magic escape buttons. They are tools. And like any tool, they work only the way they were designed.
We have seen businesses assume they are protected, only to discover rent was still due. Ugh… not a fun phone call.
If there is uncertainty, reviewing the lease early saves stress later. A conversation with the right legal team can make a huge difference before things escalate into full litigation.
FAQs
1. Does force majeure automatically excuse rent in commercial leases?
No. Most leases specifically exclude rent payments from force majeure protection. Courts enforce that wording strictly.
2. Are pandemics always covered under force majeure?
Only if the lease language includes pandemics or broad terms like government action or public health emergencies.
3. What is required under Quebec law for superior force?
Under the Civil Code of Québec, the event must be unforeseeable, unavoidable, and make performance truly impossible.
4. Can financial hardship alone trigger force majeure?
Usually no. Courts generally say economic difficulty is not enough.
5. Should landlords and tenants update force majeure clauses now?
Yes. After COVID-19, many businesses revised lease language to clearly address pandemics, rent obligations, and notice rules.
