The global COVID-19 pandemic has resulted in unprecedented and
rapidly developing challenges for companies attempting to fulfill
their contractual obligations in the face of supply chain
interruptions, labour shortages, government-ordered closures and
unexpected declines in demand. In these circumstances, contractual
force majeure clauses or the contract law doctrine of frustration
may offer relief if a negotiated resolution is not possible.
Force Majeure
A force majeure clause generally operates to discharge a
contracting party when a supervening event, beyond the control of
either party, makes performance in accordance with the contract
impossible. In common law jurisdictions such as Ontario, a contract
must contain an explicit force majeure clause in order for a party
to rely on force majeure. A force majeure clause cannot simply be
read into a contract. A force majeure clause typically lists the
types of events that may constitute force majeure and sets out
