The BUSKLAW April Newsletter: Not Another Pandemic Force Majeure Post!

These are sad, strange times. I could tell you all about Michigan law on force majeure, typically embodied by a clause that lawyers throw into the tail-end of a contract as boilerplate, hardly ever thinking that it will ever be invoked. Because force majeure is used to excuse contractual performance, usually on a temporary basis, during an unforeseen event, which in today's environment is the CV-19 pandemic. For example, you propose that the CV-19 pandemic and your State's "stay-at-home" quarantine prevented your workforce from producing those 5,000 widgets and shipping them on time, so you shouldn't be liable to your buyer for breach of the purchase contract. But your buyer may point out that the contract's force majeure clause didn't specifically list pandemics or quarantines as trigger events, so you breached and are liable for damages. Such is the stuff that lawsuits are made of. Highly fact-dependent, highly contract-language dependent.

Consider this. Before you go off and hire me (or one of my esteemed colleagues) to send a nasty letter to your buyer or seller, saying that novel virus or no novel virus you should have performed the contract and force majeure be damned (or that I couldn't perform the damn contract because of force majeure), try to just settle the matter without lawyers. Be reasonable. Be gracious. Think compromise. And be thankful that you are healthy enough to even talk to the other side. And be practical. Calculate the amount of money that you would have paid a lawyer to negotiate and settle your dispute - using the force majeure doctrine as a sword or shield - and then pay that sum to a worthy charity instead. Here are some suggestions on a national and international level (if you have other reputable charities, just submit them in your comments):

Name	Mission
Feedingamerica.org	Feeding America is the nation’s largest domestic hunger-relief organization, helping 1 in 7 Americans. 98% of all donations go directly into programs serving people in need.
Domesticworkers.org	Provides emergency financial assistance to in-home care workers, nannies, and house cleaners during the CV-19 crisis.
Mealsonwheelsamerica.org	Keeps seniors safe amid CV-19 by delivering meals and holistic care to stay-at-home seniors.
Nokidhungry.org	Feeds kids who aren’t able to obtain school lunches because of CV-19 school cancellation.
Globalgiving.org	Helps companies expand their philanthropic footprint with global nonprofit vetting, grantmaking, charitable gift cards, and digital campaigns to power cause marketing, disaster response, and employee engagement.
Redcross.org	Supports governmental response to the CV-19 disaster by supplying more than 25,000 relief items such as cots, blankets and hygiene kids in California, Oregon, Texas, Washington, and other CV-19-impacted communities across the country.