 This was the NBA in November. This is the NBA today. And this is the NBA's labor contract with its players. With the season postponed due to the coronavirus pandemic, Flip passed the details on salaries and signing bonuses to a suddenly very relevant section that gives the league a pass on paying some of its players' wages right now. The force-measure clause. Force-measure in... Force-measure. There's something called force-measure. Another factor, of course, is the force-measure. Around the world, as events have been canceled, airplanes idled, restaurants shuttered, and the economy ground to a halt, businesses' legal teams are revisiting this rarely invoked clause in their contracts. Force-measure is a concept that comes up in a lot of contracts between businesses. What it actually translates to in French is superior force. That's a clause which specifies which types of extraordinary events will relieve a party from their legal obligations under the contract. Andrew Schwartz teaches contracts at the University of Colorado Law School. He is one of the first legal scholars to write about force-measure and coronavirus. If an unexpected event, usually an act of God, things like floods, fire, terrorism, or government orders makes performance so difficult or dangerous as to be effectively impossible, then the law will excuse you from your contract. Force-measure dates back at least to the ancient Romans. It was eventually adopted into French civil law during the Napoleonic years. Despite its long history, force-measure claims have historically had a difficult time in court. It is not easy to invoke force-measure. The nature of the contract is that it's a legally enforceable promise through thick and thin. Over the years, courts have applied strict measures when ruling on force-measure cases. In modern times, force-measure clauses have often played catch-up to world events. The word terrorism was not even in most contracts until after 9-11. Today, a similar dynamic is playing out. Many businesses do not have pandemics included as events or conditions in their force-measure clauses. It's hard to really fault the contract drafters for not including pandemics to date because there are many, many unexpected things that might have happened. This happened to be a pandemic. It could have been a super-volcano exploding out of Yellowstone National Park, which experts say might happen someday. We would be sitting here saying they should have included super-volcanoes. One exception is the NBA. The league's collective bargaining agreement specifically lists epidemics as an unforeseen event that can allow owners to trim players' pay. But don't fret too much for LeBron James and his fellow players. The contract states that only around 1% of their salary can be docked. But what about all the businesses without such clarity in their contracts? Will courts view coronavirus as an act of God or some other catch-all event? The plague, after all, is biblical. During the coronavirus pandemic, we've seen all of these state and local stay-at-home orders. So if a business is affected by that, if their employees are forced to stay at home, this force-measure clause, which covers government regulations, could be invoked so that the company isn't penalized for failing to perform a contract. So what should businesses weigh in whether to invoke force-measure during this crisis do? Professor Andrew Schwartz says they should think long-term before they act. In a close case where a party has a generic force-measure clause that does not include pandemics, there's significant business risk in invoking it against your counterparty. First, you might not win in court if it matters litigated. Second, if you want to get the future business from this counterparty, you might want to give them more confidence that you're a reliable supplier who will come through no matter what. In the end, it won't take an act of God to find out how this all plays out. That's what judges are for. Perhaps what we'll see is one or two cases get decided on that issue. And then other market participants could look to what happened there and would have much more certainty over how their case would go if they were to actually litigate it and then resolve it amongst themselves in light of that decided case. One thing is certain. Going forward, pandemics will be included in force-measure clauses. And maybe supervolcanoes too. You know, just in case.