Will 2025 Be the Year for Tariffs in Force Majeure Clauses?

Trump administration tariffs and the ensuing trade war are creating global economic uncertainty. For companies, one challenge posed by these events is how to address tariffs in their commercial contracts in the event that the tariffs complicate their ability to meet their contractual obligations.

The force majeure clause of commercial contracts excuses or delays contract performance when specified events of superior force occur. They were used during the early days of the Covid-19 pandemic, for example.

It’s debatable, however, whether tariffs can be considered unforeseen events outside a defaulting party’s control. This line of reasoning is borne out by how infrequently tariffs have been mentioned in force majeure clauses.

Since 2007, there have only been 35 mentions of tariffs in these clauses—and only one in 2025, according to Bloomberg Law’s Transactional Precedent Search tool. (2007 is as far back as the tool goes for this keyword search.)

However, with eight months left in the year and the almost unprecedented level of uncertainty that Trump administration tariffs are causing, 2025 may be the year to break records.

GENERATE THE DATA

To replicate the research that was used for this article and to track future tariff mentions in force majeure clauses:

1. Visit Bloomberg’s Transactional Precedent Search page. (Bloomberg Terminal subscribers: Run BLAW OUT <GO> and search for “Transactional Precedent Search”.)

Bloomberg Law’s Transactional Precedent Search is a tool that allows users to search over 2 million publicly filed legal documents, including contracts, prospectuses, legal opinions, and corporate documents.
2. In the KEYWORDS section, type “tariffs”.

3. In the RESULT TYPE section, select Single Clauses. In the search bar directly below, type “force majeure” and then click Search at the bottom right corner of the screen to view results.

4. The results are sorted based on relevance as a default. To sort based on another criteria, click on the drop-down arrow.

5. There are a couple of options on how to proceed:

(a) Download the results into a spreadsheet format by clicking the download icon above the results and selecting Download Results List.

The resulting spreadsheet file can be used to analyze data on the force majeure clauses by filtering the party, law firm, or transaction type.

(b) Create an alert to receive a customized email whenever a new result gets added to the search by clicking on Create Alert. A pop-up box will appear with customizable fields such as ALERT TITLE and options for frequency of the alert. Click Save at the bottom right corner of the screen to save the alert.

Bloomberg Law subscribers can find a variety of Practical Guidance documents, sample clauses, and reference materials for corporate counsel on our Force Majeure practice page and our Transactional Intelligence Center resource.

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