Please help -

orce majeure is a doctrine that is a subset of the "impossibility" doctrine in common law contracts, and impracticality doctrine in UCC sales. We have learned that especially in UCC cases, the courts rely strictly on the contract and intentions of the parties. A famous and typical force major clause comes from the common law case, Kel Kim Corp.v. Cent. Mkts., Inc., 519 N.E.2d 295 (N.Y. 1987)

"If either party to this lease shall be delayed or prevented from the performance of any obligation through no fault of their own by reason of labor disputes, inability to procure materials, failure of utility service, restrictive governmental laws or regulations, riots, insurrection, war, adverse weather, Acts of God, or other similar causes beyond the control of such party, the performance of such obligation shall be excused for the period of the delay."(Kel Kim Corp.v. Cent. Mkts., Inc., 519 N.E.2d 295, 296 (N.Y. 1987).

The parties drafting this clause surely had no conception that Covid-19 per sewould be on the horizon. But if the clause were used by a party to get out of the duties of the lease agreement? Do you think the language would cover an event like Covid-19? Make arguments on both sides, and tell us what your conclusion would be.

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