As the coronavirus outbreak spreads, the world's biggest companies have begun painting a bleak picture of broken supply chains, disrupted manufacturing, empty stores and flagging demand for their wares.The announcements by businesses like Mastercard, Microsoft, Apple and United Airlines offer a reading on how the virus is affecting consumer behavior and business sentiment.

"Force majeure" (from the French "superior force") refers to an event that contracting parties agreecouldoccur but whose timing and impact they cannot control. A force majeure clause allocates risk between a buyer and a seller if one of several defined events occurs and performance becomes impossible or impracticable.

It is a way of agreeing, in advance, what will happen if catastrophe strikes and the parties cannot perform. To invoke a force majeure clause, the non-performing party must establish that it could have performed if the force majeure event had not occurred.

This is a problem for a party impacted by the coronavirus, because while a typical force majeure clause will refer to "acts of God," "war," "terrorism," and "disaster," you are not as likely to find explicit references to "disease," "epidemics," or "quarantines."

Courts tend tolimit"acts of God"to earthquakes and floods, and catch-all phrases, like "any other emergency," to emergencies stemming from the events expressly described in the force majeure provision. Without a specific reference to disease, therefore, a force majeure clause will not excuse a party who cannot perform.

Read the attached article "Will Corona Virus Make Your Business Sick?"Will the Coronavirus Make Your Business Sick_.pdf

Should the Corona virus protect contracting parties from their duty to perform even if "disease" is not specifically mentioned in the contract?Why or Why Not?