In international business, force majeure and hardship clauses are essential tools for managing unexpected events that make contract performance difficult or impossible.
Under Swedish law, these clauses are recognised and frequently included in commercial agreements — but their effect depends heavily on how they are drafted and how Swedish courts interpret them.
When issuing a Swedish legal opinion, advokater often address whether such clauses are valid, enforceable, and consistent with Swedish contract principles.
The Legal Background under Swedish Law
Swedish contract law is based on the principle of pacta sunt servanda — agreements must be kept.
However, Swedish law also recognises that extraordinary events may justify relief from liability or performance.
There are two main doctrines:
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Force majeure – covering external events beyond the parties’ control, such as war, natural disasters, pandemics, or government actions.
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Hardship – covering situations where performance is still possible but has become unreasonably burdensome or unfair due to unforeseen circumstances.
Unlike many civil law systems, Sweden does not have codified statutory definitions of these doctrines.
Their application instead depends on contractual wording, case law, and general principles of fairness.
Force Majeure Clauses in Practice
A typical force majeure clause in a Swedish contract:
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Excuses non-performance while the event continues,
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Suspends or extends time for performance, and
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Excludes liability for delay or breach caused by the event.
To rely on a force majeure clause under Swedish law, a party must prove that:
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The event was beyond its control,
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The event could not reasonably have been foreseen or avoided, and
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The event actually prevented performance.
Commonly accepted events include:
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Acts of war, terrorism, or civil unrest,
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Natural disasters or extreme weather,
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Government restrictions or export bans,
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Strikes or major supply chain disruptions.
Hardship Clauses and Changed Circumstances
Hardship is conceptually different from force majeure.
It does not excuse performance altogether, but allows a party to renegotiate or seek adjustment of the contract if the economic balance has been severely altered.
Swedish law recognises this principle through Section 36 of the Contracts Act (Avtalslagen), which allows courts to modify or disregard unfair contract terms in exceptional circumstances.
A well-drafted hardship clause typically provides for:
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Notification and negotiation procedures,
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Temporary suspension or price adjustment mechanisms, and
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Arbitration or mediation if no agreement is reached.
Without such a clause, courts are reluctant to rewrite contracts, making proactive drafting essential.
Force Majeure and Legal Opinions
When a Swedish legal opinion is requested in relation to contracts containing force majeure or hardship clauses, the advokat will:
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Confirm that the clauses are valid under Swedish law,
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Assess whether their wording aligns with Swedish legal principles, and
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Include any necessary qualifications regarding interpretation or enforcement.
The opinion does not predict outcomes but provides assurance that the clauses are legally recognised and enforceable in principle.
Why Legal Opinion Sweden
At Legal Opinion Sweden, we assist international clients in drafting and evaluating force majeure and hardship clauses under Swedish law.
Our advokater issue formal legal opinions confirming the enforceability of such clauses in financing, supply, and M&A contracts.
We ensure that the clauses are clear, balanced, and consistent with Swedish contract law and international standards.
In short:
Force majeure excuses performance during uncontrollable events, while hardship allows for renegotiation when circumstances change drastically.
Under Swedish law, both doctrines are recognised — but their enforceability depends on careful drafting and independent legal verification.
