Gavel & Glass Briefing - Force Majeure in Hotel Event Contracts: Plan for the Unexpected

Force majeure is one of the most discussed—and often misunderstood—terms in a hotel event contract. The phrase may sound like a catch-all safety net for any disruption outside an association’s control. It is not. A force-majeure clause identifies extraordinary events that may excuse or delay one or both parties’ obligations. Whether it applies depends on the agreement’s wording, the event that occurred, the event’s effect on the program, and the law that governs the contract.

For an association planning a conference, the practical question is straightforward: if an unexpected event prevents the meeting from proceeding as planned, what happens to the association’s and the hotel’s obligations? A well-negotiated force-majeure clause should provide a clear answer.

A Brief History of Force Majeure

“Force majeure” is a French term commonly translated as “superior force.” The concept developed from civil-law principles that recognize that a party should not necessarily be responsible when an extraordinary event outside that party’s control prevents performance.

The common law developed along a different path. Early contract law generally treated promises as absolute unless the contract itself included an excuse. Over time, courts recognized limited doctrines—often called impossibility, impracticability, and frustration of purpose—that may excuse performance in unusual circumstances. Those doctrines are narrow and depend heavily on the facts and governing law.

Modern force-majeure clauses allow contracting parties to address categories of disruption in advance. In other words, the clause allocates risk before a problem occurs. That is why the exact language matters so much. A force-majeure clause does not ordinarily protect a party from a poor financial outcome or an ordinary business risk. A meeting that is less profitable, less convenient, or less well attended than expected does not necessarily involve a force-majeure event.

What a Force-Majeure Clause Commonly Covers

Hotel agreements often list events such as natural disasters, fires, floods, severe weather, earthquakes, war, terrorism, civil unrest, strikes, governmental orders, transportation interruptions, epidemics or pandemics, and other emergencies outside a party’s reasonable control. A clause may also include a general catch-all phrase, such as “other causes beyond the parties’ reasonable control.”

The list is only a starting point. An association should not assume that a named event automatically allows cancellation without cost. The clause should explain the required connection between the event and the meeting. For example, does the event have to make performance illegal or impossible? Is it enough that the event makes the program unsafe, commercially impracticable, or substantially interferes with attendee travel? A more precise standard reduces the risk of disagreement when the association needs a prompt decision.

The clause should also protect both parties. A provision that excuses only the hotel may leave the association exposed if an event prevents attendees from traveling or makes the meeting impracticable. Mutual language better reflects the reality that either party may be affected by a serious disruption.

Force majeure should also be distinguished from a general concern about holding a meeting at a particular place or time. A change in organizational preference, attendee sentiment, public policy, or reputational concern may be important to an association, but it does not necessarily trigger a force-majeure clause. If a particular concern is material to site selection, the association should address it through a separate, clearly negotiated cancellation, relocation, or site-change right.

What Associations Should Negotiate

Start with the triggering standard. For most association meetings, the clause should address more than the physical condition of the hotel. A citywide emergency, a government restriction, a significant transportation disruption, or a credible safety threat may make it unreasonable or impracticable to hold the meeting even when the hotel itself remains open.

Next, make sure the clause addresses the places and people that matter to the program. The event may affect the hotel, the meeting location, the association’s headquarters, or the geographic areas from which a significant portion of attendees are expected to travel. The clause should also address restrictions and disruptions that affect attendee travel to or from the meeting location. Where practical, the agreement should define what constitutes a significant portion of the attendee base.

Associations should also review how the agreement treats epidemics, pandemics, and public-health emergencies. These terms became more prominent after COVID-19, but their presence alone does not answer every question. The clause should state whether government orders, travel restrictions, public-health advisories, or conditions that create a material health and safety risk can trigger relief.

The clause should require prompt written notice. Notice gives both the association and the hotel an opportunity to assess the situation, communicate with attendees and vendors, and consider alternatives. It should require notice within a reasonable period after the affected party becomes aware of the event, rather than imposing an unrealistic deadline.

Finally, confirm the remedy. If force majeure applies, the agreement should state whether the parties may cancel without damages, penalties, cancellation fees, or attrition liability; postpone the meeting; reduce obligations; or work together in good faith on another solution. The agreement should also specify how it treats deposits and other prepaid amounts. Clear deposit language is especially important because a force-majeure right that does not address the return or credit of deposits may leave a central issue unresolved.

Associations should also consider partial relief. A disruption may affect only part of the attendee base—for example, when a severe weather event prevents a significant group from traveling from a particular region. That may not justify canceling the entire meeting, but it may support a negotiated reduction in the affected room-block commitment, food-and-beverage guarantee, or attrition calculation. The agreement should explain how any reduction affects linked commitments, such as meeting space, concessions, rate protections, and other minimums.

Cancellation Is Not the Only Option

When a disruption occurs, cancellation may not be the best outcome for either party. If the meeting can be rescheduled, converted to a different format, relocated, or adjusted in scope, those alternatives may preserve much of the program’s value. The force-majeure clause can encourage the parties to discuss those options while making clear that neither party must accept a substitute arrangement that does not meet its needs.

An association should also consider how force majeure interacts with other provisions in the agreement. Cancellation, attrition, room-block, food-and-beverage, deposit, insurance, and dispute-resolution provisions may all affect the practical outcome. A force-majeure clause should not be read in isolation.

Use the Clause as a Planning Tool

The best time to understand force majeure is before the agreement is signed. During negotiations, identify the association’s most important risks: attendee travel, public-health conditions, a destination’s infrastructure, the availability of the hotel, and the timing of key deposits and guarantees. Then make sure the contract clearly states what happens if one of those risks becomes real.

The association should also identify its operational decision dates. These are the dates when it must decide whether to proceed, adjust the meeting, postpone, or cancel because exhibitors need to ship materials, attendees need to make travel plans, or vendors need time to perform. A force-majeure event may not be clear until close to the meeting date, but an association may need to make an earlier business decision. The agreement can address that gap through scheduled review dates and negotiated rights to adjust the room block, modify the program, postpone, or cancel under stated terms.

If the association must make an early change that does not qualify as force majeure, a rebooking credit can be valuable. The agreement may provide that some or all of a cancellation or postponement fee will be credited toward a replacement meeting held within an agreed period. Early notice may also give the hotel a better opportunity to resell rooms and meeting space, which can support a more practical resolution for both parties.

A force-majeure clause cannot eliminate every uncertainty. It can, however, create a practical roadmap for an association and a hotel to respond fairly when an extraordinary event disrupts a meeting. Clear, mutual language gives both parties a better chance to focus on attendees, communications, and workable next steps when they matter most.

Force majeure is not a magic phrase and it is not a substitute for thoughtful planning. It is a risk-allocation provision that should be tailored to the association’s meeting, destination, attendee base, and contract. Before signing, make sure the clause identifies meaningful events, explains the required impact on the meeting, requires reasonable notice, and clearly states the parties’ rights and financial obligations.

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