The phone call usually starts the same way: "Our supplier claims force majeure and won't fulfill the contract." In 2025, Oklahoma business owners are facing a wave of contract disputes that would have seemed far-fetched just a few years ago. Global tariffs, supply chain disruptions, and extreme weather events have turned rarely-invoked force majeure clauses into the center of high-stakes business disputes.

At Brown & Flesch, PLLC, we've seen how these issues impact Oklahoma companies across industries. We work hard to help clients understand whether a counterparty's force majeure claim holds water, or whether they're facing an actual breach of contract.

What Force Majeure Really Means in Oklahoma

Force majeure—French for "superior force"—refers to contract clauses that excuse performance when extraordinary events beyond a party's control make fulfilling obligations impossible. Oklahoma courts recognize force majeure when it's included in a contract, but here's the critical point: these clauses are interpreted narrowly. Simply claiming "it's harder now" or "it costs more" won't cut it. According to Title 15 of the Oklahoma Statutes, which governs contracts in Oklahoma, parties must perform as promised unless they have a valid legal excuse. A force majeure clause can provide that excuse, but only if specific conditions are met. The Oklahoma Supreme Court has been clear: lack of demand and low pricing do not qualify as force majeure events. Economic hardship alone won't excuse performance. This matters enormously right now. As one recent legal analysis noted, whether performance has become "more expensive or more challenging due to tariffs or other events" amounts to force majeure depends on the governing law, the specific clause language, and the totality of circumstances. You can't wait until you're sued to figure this out.

The 2025 Force Majeure Surge: What's Driving It

Tariff Disruptions

Current trade policies have created unprecedented uncertainty. When tariffs hit key imports, suppliers claim they can no longer deliver at contracted prices. But is this force majeure? Generally, no. Courts consistently hold that increased costs or economic hardship don't trigger force majeure clauses unless contracts specifically address tariffs or governmental trade restrictions.

Supply Chain Volatility

From semiconductor shortages to transportation bottlenecks, supply chain issues plague every sector. The question: does your vendor's inability to source materials constitute force majeure? It depends entirely on your contract's definition and whether the vendor sought alternative sources.

Extreme Weather and Oklahoma's Energy Sector

Oklahoma's oil and gas industry faces force majeure regularly. Recent Winter Storm Uri litigation provides critical guidance—a federal jury sided with Marathon Oil in a $123.7 million dispute, finding the company met its "reasonable efforts" obligations during the catastrophic storm. The contract required reasonable efforts to keep production online—not purchasing replacement gas at astronomical prices.

Oklahoma Law: What You Need to Know

Understanding your rights under Oklahoma contract law starts with knowing the statute of limitations. According to 12 O.S. § 95, written contracts have a five-year statute of limitations from when the breach occurs. For oral contracts, it's three years. When goods are involved and the Uniform Commercial Code applies, 12A O.S. § 2-725 provides a five-year limitation regardless of whether the contract is written or oral.But when does the clock start ticking in a force majeure dispute? This gets complicated. If your supplier invokes force majeure in March 2025 claiming tariffs prevent delivery, did the breach occur then? Or later, when it becomes clear the event doesn't actually excuse performance? These timing questions can determine whether you have legal recourse.Additionally, 12 O.S. § 936 creates a presumption that attorney fees are recoverable in Oklahoma contracts for labor or services unless expressly excluded. This significantly affects litigation strategy and settlement negotiations in business disputes.

Real-World Scenarios We're Seeing

The Manufacturer Caught in the Middle: An Oklahoma manufacturer's Asian component supplier invokes force majeure citing new tariffs. The manufacturer can source elsewhere at 40% higher cost. The retailer demands delivery at a contracted price. Who bears the loss? Almost certainly the manufacturer, unless their retail contract contains price adjustment mechanisms.

The Oil and Gas Production Dilemma: Severe weather damages Oklahoma pipeline infrastructure, preventing delivery for three weeks. The buyer seeks damages. The producer points to force majeure covering "acts of God, freezing of wells or lines of pipe." The producer likely prevails if they provide prompt notice and make reasonable efforts to restore service.

The Distributor's Dilemma: A vendor declares force majeure claiming supply chain disruptions, but investigation reveals they redirected inventory to higher-paying customers. These are business disputes requiring immediate legal guidance. Courts will examine whether the vendor acted in good faith or used force majeure as pretext.

What Your Contract Should Include Now

When we help clients draft contracts, we focus on force majeure clauses addressing today's realities:

• Specific Event Lists: Enumerate triggering events like government-imposed tariffs, trade restrictions, pandemic shutdowns, extreme weather, and cyber-attacks.

• Notice Requirements: Specify exactly how and when parties must notify counterparties, with documentation proving the event and its impact.

• Mitigation Obligations: Require commercially reasonable efforts to overcome force majeure events.

• Economic Hardship Carve-Outs: Explicitly state whether increased costs excuse performance.

• Duration Limits: Specify suspension timeframes before allowing termination.

When Someone Claims Force Majeure Against You

If a business partner invokes force majeure, act immediately:

• Examine Contract Language: Force majeure clauses are construed narrowly. Does the claimed event actually fall within your contract's definition?

• Verify the Event: Demand documentation—executive orders, weather reports, actual proof of impact.

• Assess Mitigation: Did they try to overcome the problem? Could they have sourced alternatives?

• Check Notice Compliance: Proper and timely notice is usually required.

• Consider Your Options: You may have rights to terminate, seek alternatives, or negotiate modifications.

We treat clients with respect and spend time ensuring they understand these processes fully. Our business law attorneys have extensive alternative dispute resolution experience, but when litigation becomes necessary, we vigorously protect your interests.

Looking Ahead

Force majeure disputes will remain at the forefront of commercial litigation throughout 2025 and beyond. Between evolving trade policies, climate-driven weather volatility, and continued supply chain uncertainty, businesses need contracts that address these realities head-on.

With exceptional legal skills and a thorough understanding of Oklahoma law, our team helps clients navigate both existing disputes and future contract negotiations. We put complex legal issues into language you can easily understand, developing real connections that last beyond any single matter.

If you're facing a force majeure claim, questioning whether you can invoke force majeure yourself, or want to ensure your contracts protect you going forward, don't wait. Contact Brown & Flesch, PLLC in Oklahoma City at 405-548-1970 to schedule a consultation. There's no need to handle these difficult matters alone—we work hard to help you get the best possible results.

Brown & Flesch, PLLC provides representation for business and commercial disputes, civil litigation, and other legal matters. Our attorneys combine decades of experience with practical solutions and professional integrity to serve Oklahoma businesses.