The doctrine of force majeure safeguards the interests of contracting parties when events beyond their control materially affect contractual performance. It applies where performance becomes impossible due to unforeseen circumstances, often described as “Act of God,” reflected in the maxim Actus Dei nemini facit injuriam, meaning, no one should be held legally responsible for losses caused by natural or inevitable events that could not reasonably have been foreseen or prevented.

Contracting parties enjoy significant autonomy in defining how unforeseen events may impact obligations. Through carefully drafted provisions, they may specify circumstances under which obligations may be suspended, modified, or terminated. While such clauses provide flexibility, they remain subject to the overarching framework of the law and cannot override substantive legal principles.

Typically, force majeure clauses contain two key elements: (i) a definition of events that constitute force majeure, and (ii) the legal consequences, including suspension, extension of time, or termination. A well-drafted clause clarifies the scope of events, notification requirements, and remedies, reducing uncertainty and providing legal certainty when unforeseen events occur.

This becomes particularly relevant in real estate, property, and commercial transactions, where contractual commitments often involve significant financial obligations and strict timelines. Sale and Purchase Agreements (SPAs), Reservation Agreements, and Form F Contracts typically impose clear obligations on buyers and sellers to complete the transaction within a specified period. In circumstances where unforeseen events affect the ability of a party to complete the transfer, make payment, or fulfil conditions precedent, questions frequently arise as to whether such events can legally justify suspension or termination of the transaction.