Force Majeure Clause in a California Retail Lease

The force majeure clause in a California retail lease almost never excuses the one obligation a tenant cares about most — paying rent. In nearly every Southern California retail lease we review, from a $3.50-per-square-foot inline space in the Inland Empire to a $7.00 corner in Newport Beach, the boilerplate force majeure paragraph expressly carves out the payment of money. Tenants who assumed a pandemic, an earthquake, or a government shutdown would automatically pause rent learned otherwise in 2020, when Orange County and Los Angeles operators discovered their “acts of God” language protected the landlord far more than it protected them.

What is a force majeure clause in a retail lease?

A force majeure clause is the section of a lease that suspends a party's performance deadlines when an extraordinary event outside their control — a fire, flood, earthquake, war, strike, pandemic, or governmental order — makes performance impossible or unreasonably delayed. The term is French for “superior force.” In practice, it functions as a scheduling relief valve: if a landlord cannot deliver a space on time because a supplier strike halted steel, or a tenant cannot open because the city froze permits, the affected party gets extra time rather than a default. What it does not do, in the standard California retail form, is forgive rent or terminate the lease.

Does force majeure excuse rent payment in California?

In most cases, no. The near-universal exception baked into commercial force majeure clauses is that the tenant's obligation to pay rent and other monetary sums is not excused, delayed, or abated by a force majeure event. Courts applying California law have generally enforced that carve-out, and the doctrine of impossibility under California Civil Code section 1511 rarely rescues a tenant when the underlying issue is simply that business slowed down. If you want rent relief tied to a specific catastrophe, that protection has to come from a different mechanism entirely — a casualty clause for physical damage, a co-tenancy clause if an anchor goes dark, or a negotiated abatement, not from force majeure.

What events count as force majeure?

The clause lives or dies by its list. A well-drafted Southern California retail force majeure provision enumerates the covered events and then adds a catch-all. We look for the following to be named explicitly, because California courts tend to read these clauses narrowly and an event that is not listed may not qualify:

Fire, flood, earthquake, and other natural disasters — a real concern along fault-heavy corridors from the San Andreas to the Newport-Inglewood zone. War, terrorism, riot, and civil unrest. Labor strikes and material shortages that stall construction. Utility failures and unavailability of materials. And, since 2020, pandemics, epidemics, quarantines, and governmental orders restricting occupancy or operation. That last category was frequently absent from pre-2020 forms, which is precisely why so many operators found themselves without coverage when Los Angeles County ordered dining rooms closed.

How the pandemic reshaped force majeure language

Before March 2020, the typical force majeure clause in an Orange County or Los Angeles retail lease treated pandemics as an afterthought, if it mentioned them at all. When counties issued closure orders, tenants argued that a governmental order restricting operation was a force majeure event that should relieve them of rent. Landlords pointed to the monetary carve-out. Most tenants lost that argument, because even where a shutdown clearly qualified as force majeure, the clause still excluded rent from the relief it granted.

The lasting effect is that current forms are far more specific. We now routinely see pandemics, public-health emergencies, and government-mandated closures spelled out by name. The negotiation has shifted from “is a pandemic covered” to “what does coverage actually buy the tenant” — and that is where a tenant can win real ground, by pairing the force majeure language with an operating-covenant suspension or a targeted abatement trigger.

How do we strengthen a force majeure clause for tenants?

We negotiate force majeure as a two-sided instrument, not a landlord convenience. First, we push for reciprocity so the tenant enjoys the same delay protections the landlord reserves — if a material shortage can excuse the landlord's delivery date, a permitting freeze should excuse the tenant's opening deadline. Second, we press to soften the rent carve-out in defined catastrophes, tying limited rent abatement to a government-ordered closure that lasts beyond a stated number of days. Third, we make sure a prolonged event — commonly 180 to 270 days of continued force majeure — gives the tenant a right to terminate rather than paying indefinitely on a space it cannot use.

We also watch the interaction with the tenant's operating obligations. If a lease requires continuous operation but a governmental order forbids it, the two provisions must be reconciled so the tenant is not in technical default for obeying the law. Aligning those clauses is often more valuable than the force majeure paragraph itself.

Notice and mitigation: the traps that void your protection

Even a strong force majeure clause fails if the affected party ignores its procedural strings. Most clauses require prompt written notice — often within five to fifteen days of the event — describing the cause and the expected delay. Miss the window and the protection can evaporate. Clauses also impose a duty to mitigate: the party claiming relief must show it took reasonable steps to work around the disruption, not simply stopped performing. A tenant who wants to lean on force majeure should document the triggering event, the notice sent, and every effort made to reopen or reroute, because the burden of proof sits with the party invoking the clause.

Where force majeure fits in your overall lease strategy

Force majeure is best understood as one layer of a broader risk stack. It handles timing during rare catastrophes; casualty and condemnation handle physical destruction; co-tenancy handles a failing center; and abatement handles negotiated rent relief. A tenant protected on all four fronts is far more resilient than one relying on a single boilerplate paragraph. Reading these provisions in isolation is how operators end up surprised, and reading them together is how we build leases that hold up when Southern California throws its next earthquake, wildfire, or emergency order.

If you are reviewing a Southern California retail lease and want the force majeure clause — and the abatement, casualty, and operating provisions it touches — negotiated to actually protect your business, we would welcome the conversation. Reach our team at Parker & Associates at 949-796-7275 or email leasing@digitalre.com, and we will walk your deal clause by clause before you sign.