Force Majeure & Material Adverse Effect Clauses - Drafting, Interpretation & Recent Case Law

Introduction

Force majeure clauses appear in most commercial contracts but are often inserted with little scrutiny, creating a risk of unintended consequences. Material adverse effect clauses are used less frequently, and their interpretation remains contested because they have been considered by the English courts only on a limited number of occasions. This session examines the key features of both types of clauses and provides practical guidance on their drafting and application.

What You Will Learn

This live and interactive course will cover the following:

• Force Majeure
• How should a ‘force majeure event’ be defined?
• To what extent does there need to be a causal link?
• Is there a duty to mitigate?
• What is the relevance of foreseeability and prevention?
• What notification requirements should be inserted and does the court treat them a condition precedent?
• Who should be allowed to terminate and in what circumstances?
• RTI v MUR [2024]
• ADM Industries v Inerco Trade [2026]
• Material Adverse Effect
• Use of MAE clauses in share purchase agreements and agreements for the supply of services
• Correct approach to construction
• Meaning of ‘material’
• Travelport Limited v Wex Inc [2020]
• Football Association Premier League v PPLive Sports International [2022]
• BM Brazil 1 v Sibanye BM Brazil [2024] EWHC

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.