Client Alert: You’ve Just Received a Force Majeure Notice Amid the Iran War — Immediate Steps for Receiving Parties
Date: March 25, 2026
Your first instinct may be to accept it. Resist that instinct. A force majeure notice is an assertion, not a legal determination. Whether it succeeds depends on the contract language, governing law, and the invoking party’s compliance with every contractual and legal requirement. Receiving parties who respond strategically often preserve — or even strengthen — their position.
This alert builds on our earlier guidance on potential geopolitical disruptions amid the Iran War and implications for force majeure and performance obligations in contracts, which focused on proactive contract review before a force majeure notice arrives. You can read the prior alert here.
Step 1: Do Not Accept the Notice at Face Value
The invoking party bears the full burden of proof. Under New York law, English law and most civil law systems, it must show the event (1) falls within the contractual definition, (2) actually prevents performance (not merely makes it more expensive) and (3) was unforeseeable at contracting. Many current notices are vulnerable on one or more of these limbs.
Step 2: Check Your Own Response Deadline
Most clauses – and some governing laws – impose a strict deadline for the receiving party to object, request information or reserve rights. Silence can be treated as acceptance. Courts have held that failure to timely respond or reserve rights can result in waiver of the ability to later challenge the invocation (e.g., where notice deadlines are treated as conditions precedent, leading to forfeited protections in English and New York law precedents). Review the clause today and calendar the deadline.Step 3: Demand Substantiation
Well-drafted clauses entitle you to evidence of the triggering event, its direct impact and ongoing mitigation efforts. Send a written request today. This creates a critical evidentiary record and puts pressure on the counterparty. Receiving parties have prevailed by forcing the invoking party to substantiate the claim.
Step 4: Scrutinize Mitigation Efforts
Force majeure is unavailable if reasonable steps could have avoided or minimized the disruption. Alternative routes, other suppliers or partial performance may still be possible. Begin documenting the invoking party’s efforts (or lack thereof) now.Step 5: Preserve All Other Contractual Remedies
Simultaneously review:- Termination rights and liquidated damages
- Performance bonds, standby letters of credit and guarantees
- Linked hedging, offtake and financing arrangements.
Protect these remedies before any waiver argument arises.
Step 6: Evaluate Whether the Notice Itself Constitutes Repudiatory Breach
A premature or unsupported force majeure declaration can amount to anticipatory repudiation. English law precedents confirm that invalid or premature reliance on force majeure may constitute repudiatory breach if it refuses essential performance, allowing the receiving party to treat the contract as terminated by the other side’s breach and pursue damages. If the counterparty declared force majeure before performance was actually impossible, you may have grounds to treat the contract as terminated by their breach and pursue damages. This is one of the most powerful — and underused — tools available to receiving parties.
Governing Law Still Determines Everything
As with the invoking party, the receiving party’s strategy must account for governing law:
- U.S. Law: Strict foreseeability analysis often defeats claims in the current environment.
- English Law: Force majeure typically suspends rather than permanently excuses. Courts scrutinize whether the affected party contributed to the impossibility or failed to mitigate.
- UAE / Qatari / Civil Law: The invoking party may have an obligation to seek renegotiation before claiming excuse. If it skipped that step, the declaration may be procedurally defective.
Jurisdiction-by-jurisdiction assessment is not optional. A declaration valid under one governing law may constitute a repudiatory breach under another.
What the Current Iran Crisis Demands
The wave of force majeure notices triggered by QatarEnergy’s declaration and the ongoing Hormuz closure is only beginning. Many will not withstand scrutiny. Receiving parties who act decisively — demanding evidence, preserving remedies and meeting their own deadlines — will be in the strongest position.Whiteford can advise both sides of these disputes across jurisdictions. If you have received a force majeure notice, or think you need to invoke one, we are available immediately for a review of your position and strategy.
The information contained here is not intended to provide legal advice or opinion and should not be acted upon without consulting an attorney. Counsel should not be selected based on advertising materials, and we recommend that you conduct further investigation when seeking legal representation.