Force majeure is a contract clause that excuses a party from performing on time when an extraordinary event outside its control, such as a natural disaster or war, makes timely performance impossible or impractical.
Plan reviews connect field conditions, drawings, and the next decisions on a job. AI-generated illustration.
Force majeure (French for superior force) is a risk-allocation clause. It lists events that neither party controls and says what happens when one of them stops or slows the work. In construction, the usual result is a time extension, not extra money. The contractor is excused from liquidated damages for the lost days, but each side usually carries its own costs. A force majeure event is one kind of excusable delay.
There is no single legal definition. What counts depends on the exact wording of your contract and the law of the state that governs it. Industry forms such as the AIA general conditions include time extensions for causes beyond the contractor's control, and many owner-drafted contracts write their own lists.
What force majeure clauses typically list
Acts of God: floods, hurricanes, earthquakes, wildfires.
War, terrorism, riots, and civil unrest.
Government actions: orders, embargoes, shutdowns.
Epidemics and quarantines, if expressly named.
Labor strikes, sometimes limited to industry-wide strikes rather than the contractor's own workforce.
A catch-all phrase such as 'other causes beyond the contractor's control.'
Unusually severe weather is often handled in its own clause, with a stated baseline of expected weather days. Ordinary rain usually does not qualify. See weather delay.
How force majeure works on a real job
A contractor is framing a $3.2 million townhome project on the Gulf Coast when a hurricane forces a county evacuation order. The site is closed for 9 working days, and the lumber yard cannot deliver for another 6.
The contractor sends written notice the day the evacuation order issues, citing the contract's force majeure clause. Daily logs record the closure. After the site reopens, the contractor submits a time extension request showing that framing is on the critical path and that 15 working days were lost. The owner grants 15 days and waives liquidated damages for them. Cleanup of storm damage to the contractor's own stored materials becomes an insurance question, typically under builder's risk insurance, not a contract cost.
Common mistakes and disputes
Missing the notice deadline. Many clauses require notice within a short period, and late notice can forfeit the extension.
Assuming any bad event qualifies. Price increases and supply problems often do not count unless the clause names them; an escalation clause is the better tool for prices.
Not proving the delay hit the critical path. An event that touches only float-rich work may earn no extension.
Expecting money. Most clauses grant time only, unless the contract says otherwise.
Forgetting subcontracts. Make sure your subs' force majeure rights match what you get from the owner.
Does force majeure give the contractor extra money?+
Usually not. Most construction force majeure clauses grant a time extension and relief from liquidated damages, with each party carrying its own costs. Read your clause.
Is a pandemic force majeure?+
Only if the clause covers it, either by naming epidemics or through general language that the governing law reads broadly. Many newer contracts name it expressly.
Does a supply chain delay count as force majeure?+
Sometimes. If the clause names supplier delays or the delay results from a listed event, it may. Ordinary late deliveries generally do not qualify.
What if the contract has no force majeure clause?+
Parties may rely on other contract provisions or legal doctrines such as impossibility or impracticability, which are usually harder to prove. Get advice for your state.
Maurice Francois writes and edits construction operations guides for Smart Business Automator. More from Maurice on the Scaling Legends podcast.
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Saudi NEOM $500 Billion Rethink 2026: How the Megaproject Cancellations Are Stranding Contractors and What Every US Firm with Gulf Exposure Needs to Do Now
Saudi Arabia is rethinking the $500 billion NEOM megaproject. The Line, Trojena, and Sindalah are all facing scope reductions, schedule pushouts, and contractor terminations. This international deep-dive unpacks the cancellation pattern, the contractor exposure stranding tens of billions in pipeline, the collection and force majeure positioning, the shift in Saudi capital strategy, and the Smart Business Automator Gulf bid board every US contractor with Saudi or Gulf exposure needs open this week.
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Published transcript from Scaling Legends. It may contain transcription errors. View the source transcript.
Right now in the Saudi Arabian desert, millions of dollars of heavy civil equipment are just sitting idle in the blistering heat. Yeah, it's really quite a scene. It is. I mean, the massive half trillion dollar Neo mega project, you know, including that 170 kilometer mirrored linear city has suddenly just hit the brakes. Completely stalled out. Exactly. Skull productions are coming down the wire. Delivery schedules are being pushed out and contractor terminations are hitting inboxes as we speak. Which is terrifying if you're holding one of those contracts. Right. So if you are a construction business owner. a supplier, or a joint venture partner operating out in the Gulf. This isn't just an interesting headline. This is your backlog. It's your survival, really. Yeah. And if you're a contractor with a Saudi
joint venture, or if you're holding a Gulf bond or have outstanding invoices on a mega project right now, the capital landscape is fundamentally altered. So this deep dive is your survival guide. And just to establish our foundation for today, the insights regarding these sudden cancellation patterns and massive capital shifts come directly from Smart Business Automator's Market Intelligence Report. Which has been tracking this stuff incredibly closely. It has. Okay, let's unpack this. How does a sovereign wealth fund just pull the handbrake on a flagship? Half trillion dollar initiative. Well, to really understand the mechanics, we have to look at the reporting coming out of ENR back on March 31st. Right. And you combine that with the underlying financial realities of the Saudi Public Investment Fund or the PIF. I mean,
they aren't issuing press releases saying, you know, NEOM is canceled. They never do that. Exactly. Instead, they are quietly executing dramatic scope cuts across the board. The line, the Trujillo Mountain Resort, the Sindala Luxury Island, they are all seeing their footprints shrunk and their timelines extended. So what's the actual driver here? Why now? The primary driver is capital reallocation by Mohammed bin Salman's economic team. They're shifting away from massive sunken capital futurism and redirecting those funds toward highly visible, essential 2030 vision deliverables. Deliverables like domestic energy transition infrastructure, right? Or more immediate tourism assets that can actually generate revenue in the near term. Yeah, precisely. Because the
alternative is just decades of continuous outward cash flow before the first dollar even comes back in. Right, that is the core calculus. I mean, 170 kilometers spectrometer continuous skyscraper is a fascinating engineering challenge, sure, but it is an absolute capital sink. The black hole for money. Exactly. So the PIF is auditing their portfolio and recognizing the need for functional revenue generating assets by 2030. Which makes sense on paper. It does. But the manifestation of this on the ground is stark. For the last few years, contractors were enjoying these massive negotiated sole source contracts. Oh yeah, the golden era. Yeah, but now we are seeing a hard pivot to highly competitive multi bid scenarios just to drive down costs.
Delivery schedules that were locked in are being pushed out anywhere from three to seven years. Wow. And the most aggressive maneuver we're seeing is outright contractor terminations. They are leveraging both termination for cause and termination for convenience clauses. I mean, it's like hiring a contractor to build a futuristic glass mansion. But halfway through, the homeowner realizes they need to fix the foundation and maybe just finish the guest house first. That's a great way to put it. expensive materials. Yeah, and disentangling a multinational contractor from a desert megaproject is incredibly complex. Let's talk about that fallout. Because when we look at who is carrying this exposure, we aren't just talking about regional boutique firms, are we? Not at all. The heavy hitters are heavily exposed here. We're talking
WeBuild, Cellini and Predulo. Huge names. Massive. Plus, you have an entire ecosystem of... US, European, Korean, Indian, and Chinese subcontractors underneath them. So what does that exposure actually look like? Well, the problem isn't just future lost revenue. I mean, that hurts, but it's really the current work in progress and the trapped cash. The receivables. Right. When a sovereign client hits pause, contractors are left holding massive unapproved change orders, pending claims, and an enormous amount of trapped retention. Yeah, trapped retention in a suspended mega project is like financial cement hardening in the mixer. That is exactly what it is. Once the drum stops turning. that money becomes completely unworkable and it threatens to destroy the financial vehicle holding it. Because a lot of these firms operate
on really tight margins, right? Oh, extremely tight. So that 5 % or 10 % retention is basically their entire expected profit for the quarter. And in many cases, it's the working capital they literally need to fund their next mobilization. Yeah. But the financial disentanglement is only half the battle, honestly. The logistical and human element of demobilizing a workforce in Saudi Arabia is just a massive liability minefield. Because of the expats. Well, yes, you have U .S., European and Korean expat management teams who need to be repatriated. But the real complexity lies. with the regional labor force. Right, because you were dealing with the kafala sponsorship system. Exactly. You can't just hand out pink slips, put 10 ,000 laborers on a plane, and close up the camp. No, you absolutely cannot. The kafala
system dictates that the employer, you know, the sponsor, is legally and financially responsible for those workers until their visas are properly transferred or they are officially repatriated. That sounds incredibly expensive if no money is coming in. It is. If a project is suspended and a contract suddenly loses the cash flow to maintain those massive labor camps, they are still legally bound to provide housing, food, and eventual exit flights. And what if they want to move those workers to another project? Transferring visas to another project within the kingdom requires navigating incredibly complex Ministry of Human Resources regulations. Is that a quick fix? Not at all. And if you fail to meticulously execute that demobilization, your firm faces severe compliance penalties. It effectively bars you from future
work in the kingdom. So what does this all mean for the paperwork? If you're a U .S. contractor suddenly told to pack up, how do you stop the bleeding? When a sovereign client simply changes its mind. Well, the typical domestic levers don't work here. You can't exactly file a standard mechanics lien against a sovereign wealth fund's desert property. Right. So what's the 2026 defense playbook? It relies entirely on your administrative hygiene in the immediate aftermath of the notice. Contractors must meticulously document their exact scope at the precise moment of stoppage. Like a snapshot. Exactly. I'm talking about a comprehensive schedule impact analysis, freezing the baseline schedule and detailing every single owner -caused delay up to that very minute. And you must aggressively file all pending non -conformance
reports, or NCRs, and finalize your proof of work immediately. Wait, if the client is already terminating for convenience or suspending the project, Why pour administrative overhead into filing NCRs or schedule impact analyses? Doesn't that just, you know, antagonize a client who has already decided to stop paying? I get that concern, but you have to do it because you are setting up your defensive perimeter for the inevitable legal battle over the bonds. You have to establish the narrative that the project stalled due to a sovereign directive, not because your firm was failing to perform. That makes sense. If you leave the schedule impact ambiguous, the owner will inevitably And framing it around non
-performance opens the door to force majeure claims, right? But wait, I thought force majeure was strictly for, like, acts of God. earthquakes, floods, or a global pandemic? Usually, yes. How can a contractor legally look a sovereign client in the eye and say a budget cut or a master plan redesign is an act of God? Wouldn't that get laughed out of a commercial court? Under a standard U .S. or European commercial contract, yeah, it might. But here is the critical, unique nuance of Neon contracts and many Gulf megaproject agreements. Okay, what is it? Because the client is effectively the state, many of these sophisticated joint venture contracts have highly negotiated force majeure provisions that explicitly cover sweeping
changes in government policy, sovereign directives, or owner default. Okay, so the state acting as the government can trigger a force majeure clause against the state. Acting as the developer. Exactly. That is a massive distinction. It is the linchpin of your legal strategy. You are legally framing the situation as we are fully mobilized, we are ready, willing, and able to build, but a sovereign policy shift. fundamentally altered the reality of the site. So it's not our fault. Right. You have to build this wall of documentation to prevent the client from claiming contractor default. Because if they successfully claim you failed to perform, we get into the nightmare scenario of liquid assets. You mean the performance bonds and letters of credit. Exactly. Mega projects in the region almost exclusively utilize unconditional on -demand performance bonds and advanced payment
guarantees. On -demand. That sounds... dangerous. Very. It means the sovereign client can walk into the bank and call that bond, which is often 10 % of the total contract value, without having to prove fault in a court of law first. Oh, wow. It is an immediate liquid cash draw against your firm. And if a Saudi bank honors that call, it instantly cascades back to your corporate balance sheet. I imagine the U .S. and European surety markets, you know, companies like Lloyd's of London, are watching this incredibly closely. Oh, they are already pricing in the risk. Global sureties are severely tightening their policy capacity for Gulf work right now. I bet. If you have a major on -demand bond called in Saudi Arabia, it doesn't just hurt your Middle Eastern operations. It could completely cripple your
bonding capacity back home in Texas or London. Because your balance sheet takes a massive hit. Right. You won't be able to bid on local highway or infrastructure projects because your surety will view your balance sheet as compromised. This is why you must bring your shuri into the tent immediately. So don't hide it from them. Do not let your bonding agent find out you have stranded capital in Eom by reading an industry newsletter. Engage them on day one of the suspension. Okay, let's add another layer to this disentanglement, which is the legal arena itself. Let's say you've documented everything. You've claimed force majeure based on a sovereign directive. And you're fighting to prevent a bond call and recover your trapped retention. Where are you actually fighting this battle? Good question. Because if the contract
dictates Saudi commercial courts, how does that play out? Well, if your contract defaults to local Saudi commercial courts, you have incredibly steep hill to climb. The local legal framework is heavily influenced by Sharia law principles blended with local commercial codes. Right. And historically and practically, these venues inherently favor local entities, especially when the opposing party is a state -backed sovereign wealth fund. Here's where it gets really interesting, because you never want to play an away game where the referee is the opposing team's coach. I mean, realistically, you're walking into a foreign jurisdiction to sue the government that employs the judge. It seems like an impossible playing field. It is highly unfavorable. This is why securing an international arbitration venue during
the contract negotiation phase is so important. Or fighting for one later. Yes, or fiercely advocating for one if dispute resolution procedures are currently being drafted. It is absolutely paramount. So which venues actually have teeth in these scenarios? You are primarily looking at the Dubai International Arbitration Center, known as DIA, or the London Court of International Arbitration, the LCIA. Okay, Dubai or London? Right. These venues operate on established, predictable international commercial law, often rooted in common law principles. But hold on. Even if I get a favorable ruling from an arbitration panel in London, how do I actually force a Saudi sovereign entity to write me a check? Does an LCIA ruling actually carry weight in Riyadh? It does, actually. Primarily
because Saudi Arabia is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Okay, so there is an international treaty backing it. Exactly. Now, enforcement on the ground can still be a complex, protracted, bureaucratic process, but the legal mechanism for cross -border enforcement exists and is utilized. That's reassuring, at least. Yeah, and if you are in DIAC or LCIA and you have that meticulous schedule in and NCR documentation we discussed, the historical data suggests U .S. and European contractors can reasonably expect recoveries of 60 to 80 cents on the dollar for their stranded receivables and approved change orders. Okay, so a 60 to 80 % recovery in a London arbitration court. It's a severe haircut, but you know, in the world of canceled megaprojects, that is survival. Absolutely. That keeps the lights on, prevents bankruptcy, and saves the
corporate bonding capacity. But a contractor cannot survive on 60 cents on the dollar forever. No, they can't. If this PIF capital is fleeing the futuristic NEO -M projects, where is it actually landing so these firms can replenish their backlogs? Well, the capital isn't vanishing from the region entirely. It is displacing to more pragmatic, immediate infrastructure. This requires contractors to adopt geographic agility. Meaning they have to move where the money is. Exactly. If your business development teams are solely focused on Saudi megaprojects, they are looking at the wrong map. We are seeing savvy contractors aggressively pivot their focus to other established and emerging markets in the Gulf and the broader Middle East. Where specifically? The UAE is a prime target right now. They are pushing hard on the Dubai
2040 urban master plan, which is heavily funded, highly structured, and frankly, avoids the sci -fi experimentation of NEO -M. More grounded. Yes, it's practical urban density and transit infrastructure. Then you have Qatar, which is currently executing a very robust... post -World Cup infrastructure stabilization phase. Right. You also have massive sovereign capital being deployed into Egypt's new administrative capital outside Cairo, which is progressing rapidly. And for the higher risk appetite firms, there are significant stabilization and energy infrastructure rebuilding projects gaining real traction in Iraq. So the regional pipeline still exists. It's just a matter of knowing exactly where to point your estimating and business development teams. That's exactly it. And honestly, this
is where having the right data is the difference between winning a bid to replace your backlog or going bankrupt. According to the Smart Business Automator's Market Intelligence Report, there are currently 28 active golf opportunities completely outside of NEO -M that are picking up this exact displaced capital. That's a lot of opportunity. It is. These are 28 major fully funded projects that are greenlit and moving right now. And identifying those 28 projects is how a contractor saves their upcoming fiscal year. But if we pull back and look at the macro strategy, contractors have to fundamentally change how they construct their global portfolios. We are advising executives to adopt a very strict rule for their 2026 playbook, which is aggressive risk mitigation through geographical
diversification. So what does that look like in practice, capping exposure? Exactly. Contractors must institute a hard ceiling, reducing their golf concentration to under 20 % of their total global backlog. Oh, wow. Under 20%. Yes. Over the last five years, the sheer size of the Saudi contracts seduced a lot of firms into letting Enium represent 40 or even 50 percent of their expected forward revenue. That is terrifying. If you are carrying half your company's future revenue in a single sovereign market, you are exposing your entire enterprise to the whim of a sudden geopolitical shift or a single executive directive. It's extremely reckless. It's like building your corporate headquarters on a fault line and just hoping the earth doesn't move. It is an unacceptable risk profile for any publicly
traded or large private firm. Limiting that exposure to 20 % means that if a sovereign client wakes up tomorrow and decides to scrap a $100 billion phase of a project, it's undeniably a bad quarter for your international division. But it is not a fatal day for the parent company. It ensures that a termination for convenience overseas doesn't trigger a massive restructuring or bankruptcy proceeding back in your home market. Makes total sense. Well, we've covered a massive amount of ground here today. We started with the macro shift of Saudi PIF capital moving away from the sci -fi mirage of the line and drilled all the way down into the granular detail. Yeah, we covered a lot. We looked at the Kafala system's impact on demobilization, leveraging force majeure for policy shifts, protecting on -demand bonds, and
pivoting your backlog toward Dubai and Egypt. But as we wrap up this deep dive, how do you see this playing out over the next few years? What is the reality of Neom going forward? Well, I will leave you with an 18 -month outlook based on the current capital projectories. Because the PIF is reallocating funds to essential 2030 vision deliverables, they still need visible, tangible wins to show the global investment community. Need something to point to. Exactly. Therefore, phase one of NEO -M, which encompasses the luxury marine island of Sindala and a heavily pared down, pragmatic version of the Trojina resort, will likely drag to some form of completion around 2027 into 2028. Let's have to finish something, right? But the full original vision of the line, that 170 kilometer uninterrupted glass structure
cutting through the desert, that master plan is effectively shelved until 2035 or beyond, if it ever materializes. in its original form. Wow. Which brings us right back to that contractor standing in the desert. The blueprint in your hand has changed overnight. The era of blind faith in limitless megaproject capital is definitively over. It really is. Strategic agility, meticulous administrative hygiene, and rigorous backlog diversification are the new currency in the global construction market. You can't just be an incredible builder anymore. You have to be an absolute expert at protecting what you build and the capital it takes to build it. Well said. If you know a contractor who is dealing with Saudi exposure or stranded Gulf capital, send them this deep dive. It could save their backlog and protect their surety bonds. Hit follow on whatever app
you're listening on so you don't miss tomorrow's intel. And be sure to visit smartbusinessautomator .com to ensure you have the exact market intelligence and systems in place to prove your project status if the music stops tomorrow.
