In the spring of 2020, thousands of business owners did something they had never done before: they took their commercial lease out of the drawer and actually read the paragraph titled "Force Majeure." Their doors were locked by government order. Revenue was zero. Surely — surely — the clause written for exactly this kind of catastrophe would pause the rent. What most of them found instead was a single sentence, buried at the end of the paragraph, that took away with one hand everything the clause appeared to give with the other. The rent was still due. All of it. On the first of the month, same as always.

That discovery cost some businesses everything. And the painful part is that the sentence was sitting there the whole time, unread, because force majeure is exactly the kind of clause nobody reads. It sounds standard. It sounds mutual. It sounds like insurance. It is usually none of those things.

The clause everyone assumes is there for them

Force majeure — French for "superior force" — is a contract device that excuses a party from performing when events beyond anyone's control make performance impossible: fire, flood, war, strikes, and, in the better-drafted versions, governmental orders and epidemics. In an ordinary commercial contract, it does roughly what people imagine: if the thing you promised becomes impossible through no fault of your own, you're off the hook while the event lasts.

The mental shortcut most tenants make is assuming the clause works the same way in a lease, and works for both sides equally. This is a version of what behavioral researchers call boilerplate blindness: we don't scrutinize terms we believe are standardized, because scrutinizing them feels redundant. The whole point of boilerplate, our intuition says, is that it's the same everywhere. But lease boilerplate is drafted by one side — the landlord's — and refined over decades to allocate risk in one direction. The clauses that look most generic are often the ones that have been most carefully sharpened.

The carve-out that swallows the clause

Read your force majeure clause to the end, and in most commercial leases you'll hit language like this: provided, however, that nothing in this section shall excuse Tenant from the prompt payment of rent, additional rent, or any other monetary obligation under this lease.

One sentence. It means the clause excuses everything except the only obligation that can actually kill your business. If a hurricane delays your build-out, you're excused from your construction deadline. If a strike stops your contractor, your opening-date covenant slides. But rent — the obligation you'd most need relief from in a true catastrophe — is expressly carved out.

Many clauses go one step further and only run in one direction: "Landlord's obligations shall be excused by events of force majeure." The landlord gets a pause button for repairs, services, and delivery deadlines. The tenant gets nothing at all. If your clause opens with the landlord's name and never mentions the tenant's obligations, that isn't sloppy drafting. It's the design.

Why the law treats rent as different

The carve-out isn't just landlord aggression — it sits on top of very old law. A lease was historically treated not as an exchange of promises but as a conveyance of land: the landlord hands over possession, and rent is what the tenant owes for having it. Under this doctrine of independent covenants, the duty to pay rent stands apart from nearly everything else in the document. Even if the landlord breaches, even if circumstances turn hostile, the rent obligation marches on — courts sometimes call this a "hell or high water" obligation, and many leases make it explicit with a clause waiving the tenant's right to abatement or offset.

Courts also read force majeure clauses narrowly. Under the interpretive principle ejusdem generis, a catch-all phrase like "or other events beyond the parties' control" is read in light of the specific events listed before it. If the list says fire, flood, and strikes, a court is likely to hold that a pandemic — a different kind of event entirely — isn't covered by the catch-all. The clause protects against the disasters someone thought to write down, not the ones that actually arrive.

The backstops are narrower than you hope

Tenants without a helpful clause reached for two common-law doctrines in 2020, and both proved narrower than expected. Impossibility excuses performance only when it is objectively impossible — and courts have long held that paying money is essentially never impossible in the legal sense, only painful. Frustration of purpose, the doctrine born in the famous English "coronation cases" (a renter who leased a room to watch a royal procession that was cancelled), requires that the lease's central purpose be almost totally destroyed. A restaurant that could still sell takeout, courts repeatedly found, was not totally frustrated — diminished isn't destroyed.

The instructive exception cut the other way and proved the point. In the Hitz Restaurant Group bankruptcy case in Illinois, the lease's force majeure clause happened to list "governmental action" as a covered event and lacked a clean rent carve-out. The court excused rent in proportion to the part of the business the shutdown order actually eliminated, since takeout remained legal. The tenants who got relief and the tenants who didn't were often in identical circumstances. What differed was the words on the page. The doctrine didn't decide those cases; the drafting did.

What protective language actually looks like

Because the words decide everything, this clause is worth real negotiating capital — ideally at signing or renewal, when you have leverage. The asks are specific: make the clause mutual, so it excuses tenant obligations too. Enumerate the modern risks by name — epidemic, pandemic, governmental order or closure, utility failure — so no court has to stretch a catch-all. And rather than demanding the carve-out disappear entirely (most landlords won't agree, because their lender requires steady rent), propose a targeted exception: if a governmental order closes or materially restricts the premises for more than a defined period — thirty or sixty days — base rent abates proportionally for the duration, and a closure beyond something like 180 days gives you a termination right. Landlords can often live with that because business interruption insurance and lender reserves can absorb it; what they resist is open-ended language.

Your next moves

  • Find the clause tonight. Search your lease PDF for "force majeure," "unavoidable delay," or "delays beyond." Read the full paragraph, then highlight any sentence beginning "provided, however" — that's where the carve-out lives.
  • Check whose obligations it excuses. If the clause only mentions the landlord's performance, write that down as a renewal-negotiation item, dated, so it doesn't evaporate from memory.
  • Audit the event list. Note whether "governmental order," "epidemic," or "pandemic" appear. If they don't, the clause likely wouldn't have helped you in 2020 and won't help you next time.
  • Call your insurance broker this week and ask two questions: does my business interruption policy cover civil-authority closures, and for how many days? The lease clause and the policy should cover each other's gaps — most tenants discover the hole in both at the same terrible moment.
  • If you're negotiating a lease right now, propose the proportional-abatement language above in writing. A specific, capped ask gets negotiated; "can we soften force majeure?" gets ignored.

The hard truth of this clause is the hard truth of the whole lease: the protections you assume are there are only there if someone put them there, and the sentence that undoes them is usually one "provided, however" away. That's the gap closeout was built to close. It reads your commercial lease clause by clause and flags exactly this kind of trap — the one-way force majeure, the buried carve-out, the waiver you didn't know you signed — before you're reading the paragraph for the first time on the worst day of your business's life. If there's a lease in your drawer you've never fully read, let it take the first pass at closeout.lumenlabs.works.