The Vicious Circle Of "What If": Force Majeure vs. Hardship

In business, planning is rarely about certainty; it is about managing disruption. Parties can allocate many risks in contracts and long-term arrangements, and they can usually protect themselves against the other side's non-performance through clear remedies, securities, and enforcement mechanisms covering many of the everyday "what ifs". What is harder to "contract away" is the category of events that no one truly controls. And that is where the essential "what if" question arises: what if performance is disrupted by circumstances beyond either party's control – force majeure, or hardship?

The starting point is to separate the two concepts, because they deal with different realities: one is triggered when performance becomes impossible, the other when performance remains possible but becomes unfairly burdensome. Force majeure is about impossibility: an unforeseen event occurs, beyond a party's control, and its effects cannot be avoided, making performance