Force Majeure Clause in Singapore: When Your Company Can Rely on It and How to Give Notice

Short answer: In Singapore, force majeure exists only if your contract contains a force majeure clause; there is no general legal doctrine. Your company can rely on it only if the event falls within the clause’s wording, actually caused the failure to perform and could not be avoided by reasonable steps, and notice is given as the clause requires.

A force majeure clause in Singapore is a contractual term that excuses or suspends performance when specified events outside the parties’ control occur. When a factory floods, a port closes or an export is banned, directors ask two questions: can we stop performing without being in breach, and what must we send the other side, and by when? This guide explains how Singapore courts read these clauses, who must prove them, how to give and answer a force majeure notice, and what happens if there is no clause.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

What is a force majeure clause in Singapore, and is there a general doctrine?

A force majeure clause is a term agreed in advance that allocates the risk of specified future events beyond the parties’ control. Singapore law has no free-standing doctrine of force majeure, so a company without a clause cannot claim force majeure at all.

In RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd [2007] 4 SLR(R) 413, the Court of Appeal said the principal purpose of a force majeure clause is to allocate risk, and that the precise construction of the clause is paramount. Quoting the High Court in Magenta Resources (S) Pte Ltd v China Resources (S) Pte Ltd [1996] 2 SLR(R) 316, it accepted that there can be no general rule as to what constitutes force majeure: whether it arises, and what rights follow, depends on what the parties provided for.

A clause can therefore do more than the general law. It can give relief for events that would never frustrate a contract, such as a temporary shortage, or keep a contract alive where it would otherwise be frustrated. Our short force majeure glossary entry gives the basic definition.

How do Singapore courts interpret a force majeure clause?

Courts read the clause as a whole, using its actual words and the facts. The key questions are whether the event is listed or described, whether it was outside the party’s control, and whether its effect meets the clause’s threshold word, such as “prevent”, “hinder”, “disrupt” or “delay”.

Most clauses list events (war, epidemic, government action, natural disaster, strikes) followed by general words such as “any other cause beyond the party’s control”. In RDC Concrete the clause covered events “beyond the supplier’s control”, and the concrete supplier could not show that its shortage of aggregates or its plant breakdowns were beyond its control, so the clause did not protect it.

In Holcim (Singapore) Pte Ltd v Precise Development Pte Ltd [2011] 2 SLR 106, which arose from the 2007 Indonesian sand ban, the Court of Appeal agreed that “prevented” connotes a much higher degree of obstacle than “hindered”, and held that “disrupt”, like “hinder”, does not mean “prevent”. Events making continued performance commercially impractical will generally be a disruption or hindrance, but an increase in costs alone will not.

The Court of Appeal in Holcim also said that, unless the wording is identical, previous decisions are of limited assistance. The clause in your contract is what counts.

Who must prove force majeure, and does the event have to be the cause?

The party relying on the clause bears the burden of proof. It must show that the event falls within the clause, that the event caused its failure to perform, and that nothing reasonable could have been done to avoid the event or mitigate its results.

In RDC Concrete the Court of Appeal said the party must bring itself squarely within the clause and show there was truly nothing it could have done to avoid the event or mitigate its results. In Holcim the court held that this reasonable-steps requirement applies even where the clause speaks only of “hindrance”.

Causation is often decisive. If the company would have failed to perform anyway, for example because it had lost its funding or chose to serve a more profitable customer first, the other side will argue the event was not the real cause. Whether the event must be the sole cause or only a material cause depends on the wording, so raise this early with your lawyer. Records showing the company was ready and able to perform until the event struck are the best evidence.

Does force majeure suspend the contract or let you terminate it?

That depends entirely on the clause. Many clauses suspend the affected obligations while the event lasts, and some add a right to terminate if the suspension continues beyond a stated period.

The clauses in RDC Concrete are typical: if they applied, the contract was to be suspended or limited until the event ended. The Court of Appeal noted that the main difference from frustration lies in the relief. Frustration ends the contract automatically, while a clause can provide for suspension, an extension of time, reduced quantities, a right to terminate, or a combination. Check in your clause:

• which obligations are suspended, and whether payment of sums already due is carved out;
• whether the other party’s obligations are suspended too;
• any long-stop period after which either party may terminate, and the notice that requires;
• what happens to deposits, advance payments and work in progress.

Terminating outside the clause is risky: a party that treats the contract as ended without a right to do so may itself be in repudiatory breach. Our guide on how to terminate a contract for breach explains that risk.

What if there is no force majeure clause, and does COVID-19 relief still apply?

Without an applicable clause, the only general-law escape is frustration, which is much narrower. Statutory COVID-19 relief is no longer available for new disruptions.

Frustration applies only where a supervening event, without either party’s fault, makes performance impossible or radically different from what was agreed. It ends the contract automatically, and the Frustrated Contracts Act 1959 then adjusts money paid and benefits received. Section 3(3) of that Act gives effect first to any contract provision intended to apply to the frustrating event. Our guide to frustration of contract in Singapore covers the doctrine in detail.

The COVID-19 (Temporary Measures) Act 2020 gave temporary relief to parties unable to perform certain scheduled contracts because of COVID-19. Under section 1(2A), Part 2, which contained that relief, remained in force only until the end of 19 April 2022. Its expiry does not undo things done while it applied, but it gives no protection for a disruption today. A company facing a new lockdown or similar event must rely on its contract or on frustration.

How do you invoke a force majeure clause? Step by step

Read the clause first, then serve a notice that complies exactly with its timing, form and address requirements, and keep mitigating. Notice provisions are often conditions of relief, so a late or informal notice can lose the company the protection.

1. Collect the signed contract, variations, purchase orders and incorporated terms, and note the governing law and dispute clause.
2. Read the clause: the listed events, the threshold word, any “beyond control” or reasonable-steps wording, the notice period, the required form and the notice address.
3. Record the event and its effect: official announcements, supplier or authority letters, dates and the obligations affected.
4. Look for workarounds such as other suppliers, routes or partial delivery, and record what was tried and its cost.
5. Pass a directors’ resolution approving the company’s position and authorising a named person to sign the notice.
6. Serve the notice in time, by the stated method, to the stated address, describing the event, the obligations affected, the expected duration and mitigation steps, and reserving the company’s rights.
7. Send any updates the clause requires, and a further notice when the event ends.
8. Before any final position, especially termination, speak to a lawyer.

Your company received a force majeure notice: how should it respond?

Do not accept or reject it by reflex. Check whether it complies with the clause, ask for evidence and protect your position while keeping the relationship open.

1. Note the date of receipt and check whether the notice was served in time, in the right form and to the right address.
2. Compare the event with the clause: is it listed, and does its effect meet the threshold word?
3. Ask in writing for evidence of the event, its effect and the mitigation steps taken.
4. Reply with a reservation of rights, without accepting that the clause applies.
5. Check your own obligations, such as whether your payments are also suspended, and any long-stop termination right.
6. Secure alternative supply if needed, and record the extra cost for any later claim.

How are force majeure disputes resolved, and who does what?

Most settle through negotiation or mediation. Otherwise they go to court, or to arbitration if the contract has an arbitration clause, and court proceedings are conducted by a Singapore Advocate and Solicitor.

Under the Rules of Court 2021, Order 5, Rule 1, each party must consider amicable resolution before and during proceedings, and must make a written offer of amicable resolution before suing unless it has reasonable grounds not to; see our guide to mediation before litigation. Where facts are disputed, as they usually are on causation and mitigation, the claim must be started by originating claim (Order 6, Rule 1(2)). Where the dispute is solely or primarily about the meaning of the clause and the material facts are not disputed, it is started by originating application (Order 6, Rule 1(3)(c)). If there is an arbitration clause, see our comparison of arbitration and litigation.

We do not quote legal fees, which are set by the law firm. Assuming one contract between two Singapore companies under Singapore law, the main cost drivers are:

A force majeure dispute does not itself require an ACRA lodgement. If the outcome leads to a reportable change, such as a new business activity, registered office or officers, it is lodged with ACRA in the usual way.

What are the common mistakes?

The costliest mistakes are assuming force majeure exists without a clause, missing the notice deadline and treating higher costs as force majeure.

• Claiming force majeure when there is no clause, or the clause does not cover the event.
• Sending a casual email when the clause requires formal notice by a stated method.
• Serving notice late while arguing about whether the event qualifies.
• Relying on a price increase alone.
• Not recording mitigation steps.
• Terminating without a clear contractual right.
• Assuming COVID-era statutory relief still applies.

A register of key contracts and their notice clauses avoids most of these. Directors can also use our free tools for routine company compliance.

Frequently asked questions

Is force majeure implied into Singapore contracts?

No. It applies only if the contract contains a clause. Otherwise the company must rely on the much narrower doctrine of frustration.

Is a pandemic or lockdown automatically force majeure?

No. It depends on whether the clause covers the event, whether the event caused the failure to perform, and whether the threshold word, such as “prevent” or “hinder”, is met.

What happens if we give force majeure notice late?

If the clause makes timely notice a condition of relief, a late notice may mean the company cannot rely on the clause at all.

Can we rely on force majeure because our costs have risen sharply?

Usually not. In Holcim the Court of Appeal held that an increase in costs alone is not a hindrance or disruption, leaving open only an astronomical increase.

Can Raffles Corporate Services tell us whether the clause applies?

No. That is a legal question for a Singapore Advocate and Solicitor. We prepare the board resolutions, contract registers and records your company needs, and can introduce you to a law firm on our panel.

Last reviewed: 2 November 2026. The Editorial Team, Raffles Corporate Services.