A new look at the old standard: “Force Majeure” clauses

Gordon P. Firemark

Most contracts do include a so-called “force majeure” clause as part of what's usually considered the boilerplate. What is “force majeure”? Most force majeure clauses include a list of events that are agreed to be a basis for excuse of performance. It's also important to note that most force majeure clauses include a notice requirement.

Pandemic: Force Majeure Contracts and Insurance in the Music Business

Music Technology Policy

After the cancellation of SXSW, we need to think about those “force majeure” clauses that everyone skips over in contractual boilerplate. Force majeure” or the less secular “Act of God” clause is a species of the “impossibility of performance” defense to a breach of contract claim that excuses the liability of a nonperforming party. Examples of Force Majeure Clauses. Force Majeure. Termination for Impossibility Force Majeure.

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The Coronavirus and Force Majeure Clauses

New Media and Technology Law

Of particular note, to the extent an agreement includes a force majeure clause, it usually operates to relieve one or both parties of some or all of their contractual obligations if an unforeseeable event beyond either party’s control prevents or delays full or partial performance of obligations under the contract. Determine whether the contract includes a force majeure provision, and whether there any other relevant provisions to assess.

Force Majeure: an issue in the SAG/AMPTP negotiations

Gordon P. Firemark

One of the issues in the impasse between the Screen Actors Guild and the Alliance of Motion Picture and Television Producers is the Force Majeure Clause. Backstage magazine has A good piece by Armin Shimerman on Force Majeure. The article explains the current Force majeure clause, the issue between the parties and the consquences of its application and enforcement.

Hurricane Irene Storms Through Force Majeure Provisions

New Media and Technology Law

The gusts of hurricane Irene were still blowing outside as the winds of “force majeure&# gathered force in the minds of lawyers around the country. Long before the storm subsided, storm-related interruptions in contract-procured services caused clients and their lawyers to wonder, “what does the force majeure clause say?&#. Is the question as simple as whether or not a hurricane is a “force majeure&# event?

Once Again, Hurricane Blows Wind into Force Majeure Clauses

New Media and Technology Law

As the eastern part of the United States picks up the pieces from the devastating Hurricane Sandy, many companies are experiencing a classic “force majeure” event. Contracts Uncategorized contracts force majeure Hurricane SandyThe circumstances remind us of a blog post we wrote shortly after Irene blew our way last year, and we thought it might be worthwhile to point interested parties to it again. To see the discussion, click here.

Hurricane Irene Storms Through Force Majeure Provisions

New Media and Technology Law

The gusts of hurricane Irene were still blowing outside as the winds of “force majeure” gathered force in the minds of lawyers around the country. Long before the storm subsided, storm-related interruptions in contract-procured services caused clients and their lawyers to wonder, “what does the force majeure clause say?” Is the question as simple as whether or not a hurricane is a “force majeure” event?

SAG Letter re Force Majeure Claims

Digital Media Law

SAG just sent members an email regarding force majeure claims. If you work in tech, check out my new book How to Write LOIs and Term Sheets. ——————— DUNCAN CRABTREE- IRELAND DEPUTY NATIONAL EXECUTIVE DIRECTOR AND GENERAL COUNSEL May 12, 2009 Dear SAG Member: I am writing to update you on the status of certain “ force majeure ” claims filed on your behalf in relation to compensation owed to you in connection with the 2007-2008 WGA strike.

Once Again, Hurricane Blows Wind into Force Majeure Clauses

New Media and Technology Law

As the eastern part of the United States picks up the pieces from the devastating Hurricane Sandy, many companies are experiencing a classic “force majeure” event. Contracts Uncategorized contracts force majeure Hurricane SandyThe circumstances remind us of a blog post we wrote shortly after Irene blew our way last year, and we thought it might be worthwhile to point interested parties to it again. To see the discussion, click here.

ENTERTAINMENT NEWS: FORCE MAJEURE CLAUSES WREAK HAVOC ON TALENT DEALS

Entertainment Litigation Blog

STUDIOS INVOKE FORCE MAJEURE TO JETTISON TALENT DEALS AS WRITERS STRIKE CONTINUES As the strike by Hollywood's writers enters its third month, studios have started to terminate overall talent deals with producers and writers. WHAT IS FORCE MAJEURE? The legal doctrine of "force majeure" was historically related to the defense of "impossibility" -- i.e. , that it was physically impossible to abide by contractual terms, thus excusing performance.

Once Again, Hurricane Blows Wind into Force Majeure Clauses

New Media and Technology Law

As the eastern part of the United States picks up the pieces from the devastating storm known as Sandy, many companies are experiencing a classic “force majeure” event. The circumstances remind us of a blog post we wrote shortly after Irene blew our way last year, and we thought it might be worthwhile to point interested parties to it again. To see the discussion, click here. Contracts Uncategorized

Work-Outs of Technology and Services Agreements Challenged by COVID-19

New Media and Technology Law

Force Majeure. Another part of the underlying agreement that may be relevant is the force majeure clause – if the agreement has one. These provisions are not always identified as such, and the force majeure concept may not always be found only in one place in an agreement. A detailed discussion of force majeure is beyond the scope of this blog post, but you can read more on force majeure here.

Report from SAG Town Hall Meeting

Digital Media Law

Doug Allen told me that increasing the DVD residual is a fifth priority, after the top three (new media jurisdiction, new media residuals, and force majeure) and product integration. I visited the SAG Town Hall meeting in LA tonight. Here are some key takeaways: About 450-500 people attended, a capacity crowd at the venue (Harmony Gold theater). After the meeting started, people continued to trickle in slowly; no one, so far as I could tell, was turned away.

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Knowable Responds to Pandemic with New Products, Including Free Contract Management

Media Law

This streamlined version includes an automated feature that uses natural language processing to identify and extract force majeure clauses.

Can Sponsors Draft Agreements to Account For Potential Lockouts of Professional Sports Leagues?

Film and Television Law Blog

First, many sponsorship agreements include “ force majeure ” clauses. A force majeure clause generally excuses one party from failing to perform its contractual obligations due to an event that is beyond the non-performing party’s control. These clauses are commonly included in sponsorship agreements, but sponsors would be wise to also include language that incorporates a lockout or similar labor dispute in the definition of what constitutes force majeur e.

SAG TV/Theatrical Ballots Later Than Expected; SAG Litigation Continues; and More

Digital Media Law

In other SAG news, Unite for Strength revealed in a Facebook email several days ago that the force majeure compromise is 33 cents on the dollar. Force majeure” refers to arbitration claims on behalf of about 500 actors for a portion of wages lost due to the 2007-2008 Writer Guild strike. The Guild also had to agree to modify the TV-related force majeure language in a way that reduces the likelihood of future force majeure claims.

Can Sponsors Draft Agreements to Account For Potential Lockouts of Professional Sports Leagues?

Film and Television Law Blog

First, many sponsorship agreements include “ force majeure ” clauses. A force majeure clause generally excuses one party from failing to perform its contractual obligations due to an event that is beyond the non-performing party’s control. These clauses are commonly included in sponsorship agreements, but sponsors would be wise to also include language that incorporates a lockout or similar labor dispute in the definition of what constitutes force majeur e.

Can Sponsors Draft Agreements to Account For Potential Lockouts of Professional Sports Leagues?

Film and Television Law Blog

First, many sponsorship agreements include “ force majeure ” clauses. A force majeure clause generally excuses one party from failing to perform its contractual obligations due to an event that is beyond the non-performing party’s control. These clauses are commonly included in sponsorship agreements, but sponsors would be wise to also include language that incorporates a lockout or similar labor dispute in the definition of what constitutes force majeur e.

Onit’s New Visual Interface for Its ‘Apptitude’ Platform Speeds and Simplifies Process Automation

Media Law

Managing financial impacts, with apps for financial impact tracking and force majeure clause review. If you have ever used Microsoft Visio to create a workflow diagram, you can appreciate the simplicity that a visual tool can bring to an otherwise cumbersome process.

Guest Column: How the Global Pandemic Is Driving Innovation at Firms and Creating New Value for Clients

Media Law

Almost overnight we learned that with some basic infrastructure in place and a mandate forcing the removal of barriers to acceptance and adoption, dramatic transformation can happen very quickly — opening the door to further innovation and more creative thinking down the road.

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Opting For The Bigger Hammer

DealFatigue

This week brought new surprises, with reps on deals I was negotiating demanding contractual pledges that their writers work through any strike and extending force majeure terms to ensure that a long term strike is covered.

Slate Misses the Point on Google’s Data Domination

Music Technology Policy

I don’t know advertising contracts, but I assume they have some kind of force majeure/massive failure/uptime loophole that Google would try to wriggle through.

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Studios Release Final Offer to SAG

Digital Media Law

Force Majeure. Eliminate force majeure protection/compensation, and provide instead that this will be the subject of individual negotiation between producer and actor. Meanwhile, the studios are also disputing the application of force majeure to the writers strike. In their ad in the trades Monday, the AMPTP (studios) included an intriguing line “We hope that every concerned member of our industry will study carefully the terms of our offer [to SAG].”

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Opting For The Bigger Hammer

DealFatigue

This week brought new surprises, with reps on deals I was negotiating demanding contractual pledges that their writers work through any strike and extending force majeure terms to ensure that a long term strike is covered. The WGA is ratcheting up the rhetoric by recently issuing hardline rules to its 12,000 members if the guild goes on strike as threatened.

Opting For The Bigger Hammer

DealFatigue

This week brought new surprises, with reps on deals I was negotiating demanding contractual pledges that their writers work through any strike and extending force majeure terms to ensure that a long term strike is covered. The WGA is ratcheting up the rhetoric by recently issuing hardline rules to its 12,000 members if the guild goes on strike as threatened.

SAG & Studios Agree to Tentative Deal

Digital Media Law

The new deal compromises the force majeure claims SAG has pending from the 2007-2008 WGA strike. The new deal also modifies the force majeure language in the union contract, but the details are unknown.

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SAG-Studio Pregame Report

Digital Media Law

And, let’s not forget that one issue, force majeure (discussed below), was explicitly punted to SAG by the AFTRA negotiators; the AFTRA deal expressly reserves this issue for resolution by SAG. f) Force Majeure. Such events are called “force majeure,” and include riots, earthquakes, terrorism, or—significantly—strikes by other unions. that actors are owed money under the force majeure provision because production was interrupted by the writers strike.

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The Cross-Industry Promise of Blockchain

New Media and Technology Law

Force Majeure: What is an unforeseeable “force majeure” in the blockchain/smart contract environment? The blockchain protocol (a form of a ‘distributed ledger system’) was originally designed as a platform to process Bitcoin transactions. The protocol enables peer-to-peer transactions and eliminates the need for a trusted intermediary to verify and process the transactions.

Cracks In The Veneer

DealFatigue

Movie deals are on hold; term deals have been terminated for force majeure and thousands are either out of work or about to be let go (including several agents I know who are hard pressed to find any other form of meaningful work - go figure!).

SAG & The Studios: What Are They Fighting Over?

Digital Media Law

Force Majeure. Such events are called “force majeure,” and include riots, earthquakes, terrorism, or—significantly—strikes by other unions. that actors are owed money under the force majeure provision because production was interrupted by the writers strike. First, the studios are refusing to pay force majeure claims relating to the writers strike, so SAG has brought an arbitration claim against them.

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Reflections on the TechLaw Issues of 2018…and a Look Forward. Will 2019 Be a Year on the Edge, in the Fog, or Maybe Just in the Cloud?

New Media and Technology Law

Clearly, basic password protection would appear quaint in light of the resources quantum computing could bring to a “brute force” hack. How does the doctrine of force majeure apply? Yes, it’s time for the end-of-year blog post – a look back at interesting issues of 2018 and a look forward to what we see coming down the pike in the new year. The Look Back. In the past year, blockchain buzz was everywhere.

SAG: No Good Reason to Strike

Digital Media Law

SAG Statement : “The offer in new media … includes zero minimum compensation, zero overtime, zero residuals structure, zero forced call consideration” (Ed Asner LA Times op-ed ). Derivative and Original—zero forced call consideration: Asner is correct. SAG Statement : The studio offer effectively eliminates the SAG contract’s force majeure provision, which has been in place for decades. Analysis : True (see “Force Majeure” in this article ).

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SAG-AFTRA Ratify Advertising Agreement; SAG Townhall Features Fireworks

Digital Media Law

He argued that “there’s a better deal out there to be had,” and cited “the paltry Internet move over residual” and the “larcenous” force majeure settlement as reasons. SAG and AFTRA announced yesterday that their combined paid-up membership, about 132,000 members, overwhelmingly ratified the contracts between the unions and the advertising industry. The result was expected, as there was no organized opposition. About 28% returned their ballots, about typical.

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SAG Stalemate Update

Digital Media Law

Causing the stalemate is the issue of contract expiration date rather than new media; there’s talk of a trade-off between this issue and the (unrelated) SAG demand for force majeure payments per the previous SAG agreement. The Screen Actors Guild stalemate grinds on. Variety says there are back-channel talks with studio heads, but it’s hard to know whether talks are actually in progress or, if any, how substantive they are.

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Cracks In The Veneer

DealFatigue

Movie deals are on hold; term deals have been terminated for force majeure and thousands are either out of work or about to be let go (including several agents I know who are hard pressed to find any other form of meaningful work – go figure!). The three month old writers strike dramatically reduced the number of produced programs for the 2007-08 television season and pilot season is now in jeopardy.

Cracks In The Veneer

DealFatigue

Movie deals are on hold; term deals have been terminated for force majeure and thousands are either out of work or about to be let go (including several agents I know who are hard pressed to find any other form of meaningful work – go figure!). The three month old writers strike dramatically reduced the number of produced programs for the 2007-08 television season and pilot season is now in jeopardy.

SAG’s Strange Voyage

Digital Media Law

Last week, SAG’s Hollywood board, controlled by the hardline Membership First faction, passed a resolution establishing a task force “to explore the acquisition of actors of AFTRA.” SAG was also forced to compromise pending claims for over $60 million dollars in force majeure payments—claims for actors’ wages lost due to the writers strike—but this may be less of a hit to the guild than it appears, since the contract language on the subject is at best ambiguous.

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SAG: What Might Happen at Next Week's Board Meeting

Digital Media Law

Those include the studios’ rollback of force majeure protection; imposition of the possibility of “French hours” (meals become catch-as-catch-can, rather than there being a designated meal break); the dilution of “union security” in new media (I’ll explain that in a moment); lack of any compromise on product integration; and perhaps other issues on SAG’s list of outstanding issues. The Negotiating Committee is dissolved and replaced with a task force consisting of the same people.

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Entertainment Law Update Podcast 2

Current Trends

SAG settles Force Majeure claims. by Tamera H. Bennett. Had another great time co-hosting the Entertainment Law Update Podcast. with attorney Gordon Firemark. You can hear, download and subscribe to the podcast here. Topics (with lots of links) include: Congratulations to Maren Christensen , Executive VP and General Counsel at Universal Studios, who’s been named Beverly Hills Bar Association’s Entertainment Lawyer of the Year for 2009.