“A court issuing an agreement in this review must first determine, based on the language of the agreement, what a reasonable person would have meant in the position of the parties at the time of its implementation. Moreover, if the language of the contract is clear and unequivocal, there is no room for construction, and a court must assume that the parties were targeted by what they express. In these circumstances, the real test of what is meant is not what the contracting parties intended, but what a reasonable person would have found useful in the position of the parties. Therefore, the clear and unequivocal language of an agreement will not betray what the parties considered or were considering. If the language of the contract is clear and unequivocal and there is no evidence in the absence of fraud, coercion or error, word evidence is not admissible to show the intent of the parties or to modify, modify or contradict the terms of the contract. (Quotes are omitted.) Under international contract law, a force majeure clause in a contract is intended to eliminate liability in the event of unexpected and unavoidable disasters. These include natural disasters, acts of God, epidemics or pandemics and war. Force majeure clauses are often included in commercial contracts to avoid certain circumstances that prevent the performance of contractual obligations. These clauses have the effect of delaying or exempting one or both parties from the performance, in whole or in part, of its obligations upon the arrival of certain events beyond its control. In general, any type of contract negotiation is an exercise in predicting the future; but very few lawyers or authors have had the foresight to imagine something like this pandemic. E2W LLC v. Kidzania Operations LLP, No. 1:20-cv-02866-ALC (S.D.N.Y. 2020) (Franchise invokes the force majeure clause in the franchise agreement and asserts that the state`s closure orders excuse their payment obligations and the obligation to open an additional franchise site.) (06.04.2020 Complaint) In the case of non-force majeure clause, certain common law defences, including the doctrines of “impracticality” and “impossibility” of performance, may provide adequate relief.
The doctrine of impossibility excuses the failure of a party when its own performance has become impossible without its fault due to an unforeseen change in circumstances. The party should have made every logical effort to fulfill its part of the contract. The doctrine of impracticality requires a party to show that performance was technically possible, but that it had become very complicated and financially elusive, making them almost impossible. Or the benefit had become from the point of view of the purpose and usefulness that the contracting parties had envisioned. A violation may also be excused due to extreme and inappropriate difficulties in executing the contract due to unavoidable losses or injuries. Whether one adheres to a certain system of belief or belief, the term “act of God” is the phrase that most people consider to be an event or event that is beyond the control of men. In most years, a force majeure clause includes natural disasters such as floods, cyclones and earthquakes. A pandemic of this magnitude has not been foreseen by the “powers that are” or by legal experts who have developed combined contracts and agreements for various companies, tourism and hotels, manufacturers and the entertainment and sports industry.