There are an awful lot of Dangerous Professionals right now thinking very carefully about a) whether coronavirus is force majeure , b) whether that answer depends on local circumstances or could change, and c) whether there should be an oracle for this question in future.
Force majeure is a common contractual term which gives a party an out for performance without it being a breach by saying “Look, it’s not me, circumstances have just made this impossible.”
Language might look like:
The Force Majeure shall include, but not limited to, act of God, acts or orders of governmental authorities, fire, flood, typhoon, tidal wave, or earthquake, war (declared or not), rebellion, riots, strike, or lockout
The Force Majeure shall include, but not limited to, act of God, acts or orders of governmental authorities, fire, flood, typhoon, tidal wave, or earthquake, war (declared or not), rebellion, riots, strike, or lockout
Note that two sides who believe they agreed on that clause might not agree that they agreed on an epidemic triggering it and might not agree that there is an epidemic at some particular time in some particular place.
This is one of those reasons why governments declaring a state of emergency is a consequential act in the real world, because they have sufficient stature to say “Our determination of whether there is or isn’t one is definitely not colored by desire to see a result in this case.”
An interesting implication of the world getting faster and more automated is that historically it’s “Your both sophisticated businesses; work it out or engage in ruinously expensive slow processes with the legal system” and these days a lot of people/firms might want an API.
Like, an underappreciated consequence of financial engineering is that courts historically tell you what a contract means but there are some systems where that is so disruptive that what the contract really means is what an engineer decided it means, with or without CHANGELOG.txt
“You’re being very opaque.”
An asset back security’s funds flows are at the base determined by layers of contracts which treat below layers of contracts as atoms, etc etc etc, and in principle any layer could be litigable, but in practice, it’s N eng teams and M ops teams.
An asset back security’s funds flows are at the base determined by layers of contracts which treat below layers of contracts as atoms, etc etc etc, and in principle any layer could be litigable, but in practice, it’s N eng teams and M ops teams.
Judge: You have to X.
Ops: I have no button which does X.
Judge: I. Am. A. Judge.
Ops: Do you build buttons, Your Honor?
(Which will never actually be said, but, this has basically happened, including during financial crisis cleanup.)
Ops: I have no button which does X.
Judge: I. Am. A. Judge.
Ops: Do you build buttons, Your Honor?
(Which will never actually be said, but, this has basically happened, including during financial crisis cleanup.)
