Force Majeure in Tennessee Commercial Leases

A Force Majeure clause (French for “superior force”) is a contractual provision that excuses a party from performing their obligations when an extraordinary, unforeseen event occurs. In Tennessee, because there is no specific “Force Majeure Statute,” the language of the lease is everything.

1. The Rule of “Express Inclusion”

Tennessee courts typically follow the rule that if an event isn’t specifically listed in the clause, it isn’t covered.

  • The “Acts of God” Trap: Historically, many Nashville leases relied on the phrase “Acts of God.” However, Tennessee case law (notably Butts v. S. Fulton) defines an Act of God strictly as a “direct, immediate, and exclusive operation of the forces of nature.”

  • The 2026 Standard: To be enforceable for modern disruptions, a clause must explicitly list pandemics, epidemics, government orders, and supply chain failures. General “catch-all” phrases like “or any other cause beyond the party’s control” are often interpreted narrowly by Tennessee judges to only include events similar to those already listed.

2. The “Rent Exception” (Landlord’s Shield)

The most critical requirement for developers and landlords to understand is the Monetary Carve-Out.

  • Under Tennessee law, a Force Majeure event may excuse a tenant from opening for business or completing a build-out, but it almost never excuses the payment of rent unless the lease specifically says so.

  • Most standard commercial leases in Tennessee explicitly state: “Force Majeure shall not excuse the timely payment of Rent or any other monetary obligation.”

3. The Three Legal Hurdles

To successfully invoke Force Majeure in a Tennessee dispute, the burdened party must prove:

  1. Unforeseeability: The event could not have been reasonably anticipated when the lease was signed. (Note: By 2026, many courts argue that “global pandemics” are now foreseeable, requiring even more specific language in new leases).

  2. Proximate Cause: The event must be the direct cause of the failure to perform. If a tenant can’t pay rent because they managed their finances poorly, they cannot blame a “labor strike” happening elsewhere.

  3. Mitigation: The party seeking relief must prove they took “reasonable steps” to overcome the event and perform anyway.

Feature Force Majeure Clause Common Law “Impossibility”
Source Explicitly written in your lease. General Tennessee legal doctrine.
Flexibility High (you define the events). Low (the bar for “impossible” is extreme).
Standard Based on the specific contract text. Must prove performance is objectively impossible.
Best For Delays in construction or permitting. Total destruction of the building.

 

Strategic Advice for 2026

  • Termination Rights: Modern Nashville leases are increasingly including “Sunset Provisions.” If a Force Majeure event (like a government shutdown or material shortage) lasts longer than 90 or 120 days, either party may have the right to terminate the lease without penalty.

  • The “A” Clause: If your property is zoned -A (Alternative), your “build-to” requirements are strict. Ensure your Force Majeure clause specifically covers permitting delays from Metro Nashville departments, as these are common and can otherwise lead to zoning violations.