Force Majeure: UK Supreme Court Limits ‘Reasonable Endeavours’

8th Apr 2026
Businesses often assume they must do whatever is “reasonable” to keep a contract alive—even if that means accepting a workaround. The UK Supreme Court has now made clear they do not. In RTI Ltd v MUR Shipping BV [2024] UKSC 18, the Court ruled that a “reasonable endeavours” clause in a force majeure provision does not require a party to accept non-contractual performance, even where it achieves the same outcome. The decision draws a firm boundary around “reasonable endeavours” and reinforces a central principle of English law: parties are entitled to insist on the contract they agreed. The Dispute The case arose from a contract of affreightment between MUR Shipping BV and RTI Ltd for the transport of bauxite, with payment to be made in US dollars. In April 2018, US sanctions affecting RTI’s parent company created practical difficulties in making those payments. MUR invoked a force majeure clause, arguing that the sanctions prevented contractual performance. RTI rejected the notice and proposed an alternative: payment in euros, with any conversion costs covered. MUR refused and suspended performance under the contract. In arbitration, the tribunal held that the disruption could have been avoided by accepting euro payments and that MUR was therefore not entitled to rely on force majeure. Damages were awarded against it. The High Court overturned that decision, finding that “reasonable endeavours” did not extend to accepting payment in a different currency. The Court of Appeal, by majority, reversed that outcome. The issue before the Supreme Court was whether a reasonable endeavours obligation can require a party to accept non-contractual performance. The Supreme Court’s Ruling The Supreme Court allowed the appeal, holding that the reasonable endeavours proviso in the force majeure clause did not require the affected party to accept an offer of non-contractual performance. MUR was therefore entitled to insist on payment in US dollars and was not required to accept payment in euros in order to rely on the clause. The decision overturned the Court of Appeal and restored the High Court’s position. The Court treated the issue as one of general principle, not a narrow question of wording. It emphasised that force majeure clauses—and the “reasonable endeavours” obligations within them—are concerned with whether contractual performance can be maintained. The central reasoning was clear: “The object of the reasonable endeavours proviso is to maintain contractual performance, not to substitute a different performance.” This distinction proved decisive. The obligation to use reasonable endeavours is directed at enabling performance in accordance with the contract, not at achieving a similar commercial outcome by other means. In this case, the contractual obligation was payment in US dollars. The sanctions created delay and difficulty in making those payments, but accepting euros did not remove that impediment—it simply replaced the agreed performance with something different. The Court rejected the idea that a practical or economically equivalent solution could satisfy the clause, confirming that contractual performance means performance “according to its terms.” The judgment also draws a clear boundary for dispute strategy. Arguments based on “commercial equivalence”—that a workaround achieves the same financial result—will not succeed unless the contract itself provides for flexibility. The focus remains on whether the contract can be performed as agreed, not whether the outcome can be replicated. The Court further relied on fundamental principles of English contract law. Freedom of contract includes the freedom not to accept non-contractual performance, and a party cannot be required to give up a contractual right, such as the right to payment in a specified currency—unless the contract clearly provides for that outcome. Certainty was also central. The Court warned that extending “reasonable endeavours” beyond the contract would introduce fact-heavy disputes about detriment, purpose, and equivalence, undermining predictability in commercial transactions. Separate Opinions The judgment was delivered jointly by Lord Hamblen and Lord Burrows, with whom the other Justices agreed. No separate concurring or dissenting opinions are specified in the judgment provided. Key Takeaways for Business You can insist on the deal you signed: Even where an alternative achieves the same result, parties are not required to accept non-contractual performance. “Reasonable endeavours” stops at the contract: The obligation is about enabling contractual performance, not finding workarounds. “Commercial equivalence” is not enough: Arguments that a substitute delivers the same outcome will not succeed unless the contract allows it. Certainty over flexibility: The Court prioritised predictability over fact-specific assessments of what is “reasonable.” Drafting determines risk: If flexibility is needed—such as alternative currencies—it must be expressly built into the contract. Outcome and Next Steps The Supreme Court’s ruling resolves the legal issue and reinstates the High Court’s interpretation of the force majeure clause, settling the position on this point of law. No further procedural steps are identified in the judgment. Case Details Court: UK Supreme Court Date: 15 May 2024 Case name: RTI Ltd v MUR Shipping BV Docket number: UKSC/2022/0172 Area of law: Commercial litigation (contract / force majeure) Result: Appeal allowed People Also Ask What does “reasonable endeavours” mean in UK contract law?It requires a party to take reasonable steps to fulfil its contractual obligations. This case confirms it does not extend to accepting non-contractual performance. Can a party be forced to accept a different form of performance?No. The Supreme Court held that parties are not required to accept alternative performance outside the contract. What is a force majeure clause?It is a contractual provision allowing obligations to be suspended due to events beyond a party’s control. Its scope depends on the wording used. Why is this case important for businesses?It clarifies that companies can rely on strict contractual terms and are not obliged to accept practical workarounds during disruptions. Does this ruling affect contract drafting?Yes. If parties want flexibility in performance, such as alternative payment methods, it must be clearly stated in the contract.