Force Majeure And The Middle East Conflict: Ten Practical Tips For Contracting Parties

The recent escalation of the conflict involving Iran has had immediate and material consequences for commercial operations across the Middle East. As a result, we are busy advising clients about force majeure and related principles (e.g., hardship) in this environment, and have developed these ten practical tips for contracting parties to consider. Please contact Baker Botts if you would like advice or support on any of these issues.

Since early March 2026, disruption caused by the conflict involving Iran has moved beyond geopolitical risk into operational reality. The Strait of Hormuz has essentially been closed for much of this time, tanker traffic has been interrupted, and a meaningful share of global hydrocarbon flows (estimated at roughly 20% of both global oil and global LNG) has been exposed to delay, diversion, or outright suspension. Security risks, including missile strikes, drone attacks, and naval tensions, have created conditions in which the safe and timely transport of hydrocarbons can no longer be guaranteed.

At the same time, critical energy infrastructure across the Gulf has been directly affected, with both downstream and upstream assets impacted by strikes and related incidents. In this context, a number of energy companies in the region have declared force majeure on affected operations and deliveries, on the basis of physical damage to facilities, safety risks to personnel, and the disruption of logistics chains. Early reports indicate that some of this damage may have material implications for regional hydrocarbon export capacity over the medium to longer term.

For companies holding supply, delivery, and other commercial contracts involving obligations in the Middle East, the question is no longer theoretical: whether to invoke force majeure (or similar principles such as hardship), and how recipients of such notices should respond, are issues arising in real time. In practice, successful reliance on force majeure often turns as much on process as on substance, including compliance with notice requirements, timing, evidentiary support, mitigation obligations, and communications with counterparties.

This client alert takes a practical approach, setting out ten practical tips for assessing the applicability of force majeure (or similar principles such as hardship) and issuing and responding to force majeure notices in the current environment. Where relevant, we highlight jurisdiction-specific considerations under English law, New York law, certain civil law systems (UAE, Qatar, and France), and Saudi Arabian law (a Shari'a-based legal system which shares characteristics with civil law systems following its issuance of a Civil Transactions Law in 2023)—the governing laws most frequently encountered in contracts relating to projects, energy and infrastructure in the Middle East.

A. Practical Tips for Issuing a Force Majeure Notice

Tip One. Conduct an immediate contract review and diarise deadlines

Businesses with exposure to the Middle East region should undertake a prompt and comprehensive review of their contracts to assess whether force majeure provisions or legislation may be engaged. This review should include the full suite of contractual documents, such as amendments, side letters, purchase orders, and any incorporated materials (for example, standard terms and conditions or project manuals), as disputes frequently arise over the scope of incorporated terms. Businesses should also identify and diarize all relevant deadlines, including notice requirements and any contractual time bars, as missing these deadlines may result in the loss of contractual relief, regardless of how compelling the underlying facts may be.

Tip Two. Check if the event triggers force majeure

Companies should assess whether the relevant event falls within the definition of force majeure under the contract and applicable law. Importantly, the triggering event may not be the geopolitical development itself, but rather a downstream consequence of it (for example, port closures, security restrictions, governmental orders, or logistical impossibility affecting performance).

In most jurisdictions, the starting point is the wording of the clause. Clauses that expressly refer to events such as "war," "hostilities," "civil commotion," or "acts of civil or military authority" are likely to capture certain disruptions arising from the current situation in the Middle East. Even where military conflict is not expressly referenced, broader language referring to government action—such as "acts, regulations or laws of any government" or "government orders or regulations," may still bring resulting measures within the force majeure clause's scope. It will be critical to maintain contemporaneous documentation of the facts and circumstances related to the triggers for force majeure if this is contested and needs to be substantiated in any formal dispute resolution that may ensue. See further below.

The governing law of the contract is equally significant in determining whether an event triggers force majeure, as it shapes how the clause will be interpreted (or whether there is a statutory basis for claiming force majeure or similar principles of hardship if there are no contract provisions addressing these concepts). Under English and New York law, force majeure is primarily a matter of contractual interpretation, and courts will focus closely on the wording of the clause and enforce it according to its terms.¹

In civil law systems such as the UAE and France, and in jurisdictions such as Saudi Arabia, force majeure is recognized as a statutory doctrine,² so a party can invoke force majeure under a contract governed by these laws even if there is no force majeure provision in the contract. However, where the contract contains a force majeure clause, courts will generally look first to the wording of the clause and the parties' contractual allocation of risk, with statutory force majeure rules typically operating as a default regime where the contract is silent or incomplete.

Tip Three. Check the threshold for excused performance

The next step is to examine the threshold for excused performance under the force majeure clause (or applicable statutory provisions).

Many force majeure clauses (and force majeure statutory provisions such as in the UAE and Saudi Arabia) apply only where an event "prevents" performance in whole or in part. This is a high bar: the affected party must generally show that performance has become legally or physically impossible, not merely more difficult, expensive, or commercially unattractive. Whether performance has truly been prevented is often a fact-specific question, including whether reasonable alternative means of performance remained available. By contrast, clauses referring to performance being "hindered," "impeded," "impaired," or "interfered with" typically set a lower threshold, allowing relief where the event materially obstructs performance even if it does not make it strictly impossible.

The applicable legal system can also significantly affect the analysis:

1. English law. Force majeure will typically suspend rather than extinguish contractual obligations. The event must render performance legally or physically impossible,³ and courts will examine closely whether the invoking party contributed to the impossibility or failed to mitigate its effects.
2. New York law. New York courts apply the doctrine of "commercial impracticability" alongside contractual force majeure.⁴ Depending on the wording of the clause, however, courts may still require proof of true impossibility and will consider whether the risk was foreseeable and allocated elsewhere in the contract.
3. Civil law jurisdictions. Force majeure and hardship doctrines frequently operate in parallel. In jurisdictions such as the UAE and Saudi Arabia, where the principle of hardship is recognized, the relevant threshold is not impossibility of performance, but rather whether performance has become overly burdensome or excessively onerous as to threaten or cause grave losses. Sovereign measures—such as government bans or regulatory prohibitions—may be recognized more readily as qualifying events. Parties may also have a right to request renegotiation of the contract, with price review or contractual rebalancing claims sometimes offering a more viable avenue than strict reliance on force majeure.⁵

Tip Four. Build the causation narrative early and document your mitigation efforts

Force majeure claims frequently fail due to weak contemporaneous evidence or an inability to demonstrate that the event actually caused the non-performance. Indeed, causation is critical under all relevant jurisdictions:⁶ generally the invoking party must show that the force majeure event directly prevented performance.

From the outset, parties should develop a clear "but for" causation narrative linking the disruptive event to the failure to perform, and build an evidentiary record to support it. This includes preserving key contemporaneous materials such as government notices, carrier and port communications, route changes, shipping or pipeline interruptions, supplier allocation notices, payment blockages or bank rejections (including sanctions-related constraints), press reports, and project records such as program impacts and site logs.

At the same time, parties should actively assess and document their mitigation efforts. Many force majeure clauses expressly require the affected party to use reasonable endeavors to avoid or mitigate the event or its consequences, and even where the clause is silent, most legal systems expect parties to demonstrate that they took reasonable steps to overcome the disruption. In civil law jurisdictions such as the UAE and France, and in Saudi Arabia under its still fairly new Civil Transactions Law, this expectation is reinforced by overarching principles of good faith, which in practice require parties to act reasonably and cooperate in limiting the effects of the disruption.⁷ Under English-law–style drafting of force majeure clauses, mitigation or reasonable endeavors obligations often operate as a precondition to force majeure relief.⁸ This may include exploring alternative routes, suppliers, load ports, logistics arrangements, or storage solutions, and documenting the options considered and the reasons why they were or were not viable.

Tip Five. Check and comply with the notice requirements

Force majeure clauses frequently require notice to be given within a specified timeframe and in a specific manner. Failure to provide timely or compliant notice can many times defeat an otherwise valid force majeure claim.

Parties should review the notice provisions carefully, including who must receive the notice, permitted delivery methods, mandatory wording, deemed service provisions, and whether follow-up updates or supporting documentation are required. Notices should also clearly explain how the triggering event affects the specific contractual obligation (or calls under the relevant statutory provisions), as vague or generic notices are often challenged. Parties should also carefully document satisfaction of timely and compliant notice in the event this is challenged.

In common law jurisdictions, courts and tribunals tend to enforce notice requirements strictly. Indeed, under English law, notice provisions can operate as conditions precedent where clearly drafted.⁹ Civil law systems may adopt a somewhat more flexible approach. In jurisdictions such as France, courts often place greater emphasis on good faith and whether the counterparty was adequately informed meaning imperfect notice may not automatically defeat a claim if the counterparty had timely knowledge of the event.¹⁰

Tip Six. Maintain effective communications but protect your position

When preparing to send a force majeure notice, maintain clear and timely communications (by email or letter preferably) with counterparties. Keeping counterparties informed of relevant developments can help reduce commercial friction, allow them to manage their own downstream obligations, and minimize the risk of disputes arising from silence or uncertainty. At the same time, parties should avoid statements that could undermine or qualify the force majeure position.

Many force majeure clauses also impose ongoing notification obligations, requiring the affected party to provide updates or supporting evidence as the situation evolves. Failure to comply with these requirements may undermine reliance on the clause or expose the party to damages claims.

Tip Seven. Do not overlook allied relief routes and assess financial exposure

Force majeure is rarely the only contractual or statutory lever. Before issuing a notice, review whether other contractual or risk-allocation mechanisms (or relevant statutory provisions) may also provide relief.¹¹ In particular, assess price adjustment mechanisms, extension-of-time or delay claim procedures, change-in-law clauses, and Material Adverse Change (MAC) clauses which may be triggered independently of—or in addition to—force majeure. In some cases, these routes may offer more targeted or commercially workable solutions than a force majeure claim.

If insurance coverage exists, parties should review the relevant policies and ensure compliance with any notification requirements.

Especially where a force majeure event disrupts the physical delivery of goods (for example oil, gas, or LNG), companies may have related financial contracts—such as hedging arrangements, derivatives, or financing agreements—linked to that delivery. Even if the shipment cannot proceed, those financial instruments may continue to operate. Businesses should therefore assess whether the disruption could trigger margin calls, payment obligations, or defaults that exceed the value of the underlying delivery.

B. Practical Tips on Receipt of a Force Majeure Notice

Tip Eight. Acknowledge without conceding

When acknowledging receipt of a force majeure notice, avoid conceding its validity. Expressly reserve your rights and avoid language that could later be characterized as acceptance by conduct. While silence will not usually amount to acceptance under English or New York law, it may still be relied upon as evidence of waiver, estoppel, or acquiescence—particularly where the contract requires a response within a specified period. In some civil law jurisdictions, including France and the UAE, silence may carry greater weight where parties are expected to react in good faith and acceptance can be deemed by action or inaction.

Tip Nine. Scrutinize the notice, protect your position, and map the contract chain

If you receive a force majeure notice, do not assume the claim is valid: audit the notice for compliance. Check whether the counterparty has complied with the contractual requirements on timing, form, recipients, and content. Most legal frameworks require the invoking party to demonstrate that the event actually caused the non-performance and that reasonable alternatives were considered or exhausted.

If the notice appears deficient, assess whether the contract allows the defect to be cured and track any deadlines for challenge or response.

At the same time, review the supply chain and contractual flow-down and flow-up obligations. Upstream or downstream contracts may require back-to-back force majeure notices, or a counterparty's notice may be a precondition to relying on force majeure in the main contract. Managing these linkages early can be critical if the dispute later proceeds to litigation or arbitration.

Finally, assess your own contractual performance. A party may face difficulties challenging a force majeure claim if it was already in breach or unable to perform its own obligations. Ensuring that your own obligations are being complied with—or clearly documenting any constraints affecting your performance—can be critical to preserving your position.

C. Final Practical Tip (Applicable to Both Parties)

Tip Ten. Review the dispute resolution clause early

If a force majeure notice is sent or challenged, the next question is often where and how the dispute will be resolved in the absence of amicable settlement. Parties should review the contract's dispute resolution clause (and relevant governing law) to confirm whether disputes must be brought before national courts or resolved through arbitration, and whether the clause provides an effective and enforceable mechanism.

In many cross-border contracts, disputes will be resolved through international arbitration, making it important to consider early how the chosen rules, seat, and procedural framework may affect the strategy. Where performance is suspended, termination threatened, or payment obligations disputed, parties should also assess whether urgent relief is available—including interim measures from national courts, applications to an arbitral tribunal once constituted, or emergency arbitration procedures available under certain institutional rules.

Reviewing the dispute resolution clause at an early stage can therefore be critical to protecting cash flows and preserving contractual rights.

Companies that move quickly—preserving rights, issuing required notices, and coordinating their legal and commercial response—will be far better positioned than those who wait for certainty before acting. Baker Botts is available to assist with contract review (including any applicable insurance cover), contract renegotiation, and dispute strategy. Please contact us if you would like to discuss your situation.

Footnotes

1 See Classic Maritime Inc v Limbungan Makmur Sdn Bhd & Anor [2019] EWCA Civ 1102, [32] - [36]. See also Kel Kim Corp v Central Markets Inc., 70 NY2d 900, 519 N.E.2d 295, 296 (1987).

2 See e.g., Article 1218 of the French Civil Code (an event qualifies as force majeure (i) where it is beyond the parties' control, (ii) could not reasonably have been foreseen at the time of contracting, and (iii) its effects cannot be avoided by appropriate measures. See also Article 273 of UAE Federal Law No. 5 of 1985 (the "Current UAE Civil Code," which applies until May 31, 2026), and Article 236 of Federal Decree-Law No. 25 of 2025 (the "New UAE Civil Code," issued on October 1, 2025 and which comes into effect on June 1, 2026) (although the UAE Civil Code does not define force majeure, UAE courts consistently have required that the event (1) must be unforeseeable and unavoidable, and (2) make performance objectively impossible). See also Article 125 of the Saudi Arabian Civil Transactions Law (Royal Decree No. M/191 of 2023) (which provides that a person shall not be liable for harm caused by a reason beyond their control, such as force majeure, unless otherwise agreed).

3 See Tandrin Aviation Holdings Ltd v Aero Toy Store Llc & Anor [2010] EWHC 40 (Comm) [40] – [42] (economic downturn or financial hardship does not constitute force majeure; performance must be prevented, not merely more onerous).

4 See 407 East 61st Garage, Inc. v Savoy Fifth Ave. Corp., 23 N.Y.2d 275, 281 (1968) (commercial impracticability requires more than increased difficulty or expense and will not apply where the risk was foreseeable or allocated).

5 See Article 249 of the Current UAE Civil Code (which provides that if general exceptional incidents unexpectedly occur, and as a result of their occurrence the performance of a contractual obligation has become overburdening to a party in a manner that threatens such party with grave losses, the court may, according to the circumstances and after comparing the interests of the two parties, commute the burdensome obligation to a reasonable extent, and any agreement to the contrary shall be null and void). Article 224 of the New UAE Civil Code is similar, but also allows for the court to rule to order the rescission of the contract in the event of hardship. See also French Civil Code, Article 1195 ("If a change of circumstances that was unforeseeable at the time of the conclusion of the contract renders performance excessively onerous for a party who had not accepted to assume the risk, that party may request renegotiation of the contract from the other contracting party." (authors' translation)).

6 Under English law, courts highlight the importance of establishing this causal link, and similarly under New York law courts typically require the invoking party to show that the force majeure event directly prevented performance. See Classic Maritime Inc v Limbungan Makmur SDN BHD & Anor [2018] EWHC 2389 (Comm); see also 407 East 61st Garage, Inc. v Savoy Fifth Ave. Corp., 23 N.Y.2d 275 (1968). In civil law systems such as France and the UAE, and under Saudi Arabian law, parties must demonstrate that the event made performance impossible (force majeure) or materially impeded it (hardship), with tribunals often focusing on whether the event was the operative cause of the disruption.

7 See Article 246 of the Current UAE Civil Code and (inter alia) Article 221 of the New UAE Civil Code. See also Articles 1104 and 1218 of the French Civil Code.

8 See Seadrill Ghana Operations Ltd v Tullow Ghana Ltd [2018] EWHC 1640 [67]–[80] (force majeure rejected on causation: two effective causes, only one within the clause), and, in the alternative, [83], [89]–[97], [99]–[107], [114]–[116], [117]–[125], [131]–[132] (failure to satisfy "reasonable endeavours"; greater cost or lower profitability is insufficient). See also French Civil Code, Article 1218 (force majeure requires that the effects of the event cannot be avoided by appropriate measures). See also François Terré, Philippe Simler and Yves Lequette, Droit civil: Les obligations (Dalloz, 2015), (noting that force majeure excludes events whose effects could have been avoided by appropriate measures).

9 See Bremer Handelsgesellschaft mbH v Vanden Avenne-Izegem PVBA [1978] 2 Lloyd's Rep 109 (HL). 117 (Lord Wilberforce) ("accurate compliance with its stipulation is essential"); 126 (Lord Salmon) ("the time in which notice had to be served was a condition precedent to the efficacy of this notice"); see also 130 (Lord Russell of Killowen) (strict construction of the timing requirement; "giving notice" means dispatch, not receipt).

10 See Articles 1104 and 1218 of the French Civil Code.

11 In civil law jurisdictions, a contract party claiming force majeure relief would normally also claim hardship in parallel or in the alternative.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.