Black's Law Dictionary defines force majeure—French for "superior force"—as an event or effect that can be neither anticipated nor controlled. The term is commonly understood to encompass both acts of nature, such as floods and hurricanes, and acts of man, such as riots, strikes, and wars. Madaans LLP, Lawyers https://www.madaanlawyers.ca/

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What is force majeure?
Black's Law Dictionary defines force majeure—French for "superior force"—as an
event or effect that can be neither anticipated nor controlled. The term is commonly
understood to encompass both acts of nature, such as floods and hurricanes, and
acts of man, such as riots, strikes, and wars.
It further defines force majeure clauses as contractual provisions that address
circumstances in which contractual performance becomes impossible or
impracticable due to events that could not have been foreseen and are not within a
party's control.
The rationale behind force majeure clauses is that there will always be events that
cannot be anticipated and addressed, and for which neither party to an agreement is
responsible. In such circumstances, it is equitable and reasonable to suspend
performance and extend contract deadlines.
However, contracts can and usually do include terms as to what qualifies as a force
majeure event and what notice requirements must be met to obtain relief from
required performance.
Is COVID-19 a force majeure event?
The term "force majeure" will be a matter of contractual interpretation. Standalone
references to "force majeure", without any contractual definition or other relevant
contractual wording by reference to which the term can be interpreted, may well be
void for uncertainty. However, where COVID-19 is not captured by a specific or
analogous term, it may nevertheless be covered by more open-ended language in
the agreement. For example, reference to events or circumstances such as "beyond
the parties' reasonable control". Determining whether this covers issues arising from
COVID-19 is a question of interpretation and fact-specific.
Given the almost unprecedented nature of the COVID-19 outbreak and/or the
actions of governments around the world in response, it may seem likely that COVID-
19 would constitute a force majeure event under many force majeure clauses.
Canadian courts have typically applied a high threshold, only excusing performance
where it is rendered essentially impossible.

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The next question to consider is the impact on the affected party's ability to perform
its contractual obligations. Reference may be made, for example, to the event or
circumstances having "prevented", "hindered" or "delayed" performance. These
terms require different levels of impact on performance before a party will be
relieved from liability. Where the event has made performance more “expensive” or
“unprofitable” it is insufficient to trigger a force majeure clause.
Just because a force majeure event has occurred does not necessarily mean that the
parties will be protected from liability for failing to perform or delay in performance.
Can a buyer or a seller walk away from a real estate Agreement of Purchase and
Sale by invoking force majeure clause?
In Canada, force majeure is a creature of contract. It can only be invoked if it has
been specifically provided for in the agreement or contract. The same agreement
also governs its applicability to the parties to the contract.
In Ontario, the standard real estate agreements do not include force majeure
provisions. Therefore, the parties to the contract (the buyers and the sellers) are
bound by the contract and must complete their obligations under the Ontario Real
Estate Association’s (OREA) Agreement of Purchase and Sale. The agreements may
be customized by the parties by inserting force majeure clause.
Mere presence of force majeure clause in the agreement does not provide for
termination of an agreement or provide parties with freedom to be excused from
contractual performance.
Where force majeure clauses are present in an Agreement of Purchase and Sale or
leases, the language of the specific force majeure provision is the key factor in
determining whether the force majeure clause will apply in a pandemic situation,
such as the current COVID-19 situation. Some force majeure provisions expressly
exclude pandemics or global health crisis from the application of the force majeure
clause, while others expressly include such health events, and still others will be
silent on the issue.
Therefore, any party seeking to rely on the force majeure clause must first ascertain
whether the intervening event falls within the definition of force majeure in their
agreement.

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What if there is no force majeure clause in the Agreement?
If there is no force majeure clause, it may in certain circumstances be possible to rely
on the doctrine of “frustration of contract”. Frustration of contract is a mechanism
for severing the contractual obligations of the parties in certain circumstances with a
minimum of liability. It is intended to address situations where the contractual
relationship has been rendered untenable by a change of circumstances beyond the
control of the parties.
However, the next step will be to establish that an agreement has been frustrated.
Frustration requires that an unforeseen subsequent event outside the control of the
parties has made the contract impossible to perform, or has transformed
performance of the obligations under the contract into something so radically
different from that which the parties intended that it would be unfair to hold the
parties to their obligations. Given the present circumstances the world over, it might
be possible to argue that the extent of the global government enforced lockdowns
was unforeseeable. However, be aware of the high bar for establishing that a
contract has been frustrated. To sum up, if the contract is held to be frustrated then
it automatically results in both parties being discharged from their obligations.
Conclusion:
If the spread of COVID-19 has affected your ability to perform contractual
obligations, the time to be proactive is now: consult your lawyer to review your
agreements for force majeure clauses and communicate with counterparties as early
and clearly as possible. You may have to serve notices required under the agreement
as soon as possible and in accordance with the notice provisions. Keep a
documentary record of why performance was impossible, hindered or delayed, the
steps taken by you to find alternatives and mitigate loss.
This article is not intended to give, and should not be relied upon for, legal advice in
any circumstance or fact situation. No action should be taken in reliance upon the
information contained in this article without obtaining the advice of a lawyer.
Source - What is force majeure?