Force Majeure During Wartime: When an Entrepreneur Is Exempted from Contractual Liability and How to Prove It

War, hostilities, blockades, curfews, mobilization, export or import bans, and other extraordinary events may constitute force majeure. However, the mere fact of war or martial law does not automatically allow a party to stop performing a contract. An entrepreneur must prove that a specific event objectively made it impossible to perform a particular obligation within the agreed period. (Law of Ukraine)

As a general rule, force majeure does not release a party from the obligation itself but from liability for its breach, provided that a causal connection is proven. A debt or obligation to deliver goods, perform work, or provide services does not disappear merely because force majeure has occurred. The performance deadline is not automatically extended either, unless expressly provided for in the contract or agreed by the parties. If performance has become permanently impossible, a separate legal provision on termination of obligations due to impossibility of performance may apply. (Supreme Court)

What Is Force Majeure?

Article 617 of the Civil Code of Ukraine provides that a person who breaches an obligation is released from liability if they prove that the breach resulted from an accidental event or force majeure.

The Law of Ukraine «On Chambers of Commerce and Industry in Ukraine» defines force majeure as extraordinary and unavoidable circumstances that objectively make it impossible to fulfill a contractual or statutory obligation. The law identifies the following among possible force majeure events:

• threat of war, armed conflict, hostilities, declared and undeclared war;

• hostile attacks, blockades, military embargoes;

• general military mobilization;

• curfews;

• requisition, compulsory seizure, or takeover of enterprises;

• strikes;

• fires, explosions, accidents;

• prolonged interruptions to transport services caused by relevant decisions and acts of public authorities;

• closure of maritime straits;

• embargoes, export or import bans or restrictions;

• certain extraordinary natural phenomena.

This list does not mean that every such event automatically qualifies as force majeure for every entrepreneur. The essential condition is that the event must actually make performance of a specific obligation impossible. The current Regulations of the Ukrainian Chamber of Commerce and Industry also expressly apply the criterion of objective impossibility of performance. (Law of Ukraine)

War Alone Does Not Release a Party from Liability

To invoke force majeure, it is not enough to prove that hostilities are taking place in Ukraine or that certain wartime restrictions are in force.

The following chain must be established:

specific extraordinary circumstance → its direct impact on the business → objective impossibility of performing a specific obligation → breach of a deadline or another contractual term.

For example, if a warehouse containing goods specified in a contract has been destroyed by shelling, access to the area is prohibited, and obtaining or delivering those particular goods from another source is objectively impossible, these circumstances may support a force majeure claim.

However, if the business continues operating, has access to bank accounts, transport services, and goods, and contract performance has merely become more expensive or less profitable, referring to the war alone is insufficient.

In case No. 910/881/24, the Joint Chamber of the Commercial Cassation Court of the Supreme Court expressly stated that the legal classification of martial law as a force majeure circumstance does not itself prove the existence of force majeure in specific legal relations. It is necessary to demonstrate which particular measure or consequence of the war made performance of the specific contract impossible. (Supreme Court)

How Force Majeure Affects a Contract

The consequences depend on the nature of the obstacle and the terms of the contract itself.

The Supreme Court emphasizes that Article 617 of the Civil Code of Ukraine establishes grounds for release from liability for a breach, not grounds for refusing to perform the contractual obligation itself. (Supreme Court)

Therefore, the statement «force majeure has begun, so the contract is suspended» is legally incorrect as a general rule. An automatic extension of the deadline must follow from the contract, the law, or a contractual amendment agreed by the parties.

If Contract Performance Has Become Permanently Impossible

Force majeure and termination of an obligation due to impossibility of performance are not the same thing.

Under Article 607 of the Civil Code of Ukraine, an obligation terminates if its performance becomes impossible due to circumstances for which neither party is responsible.

This may be relevant, for example, if the contract concerns an individually specified item that has been destroyed beyond recovery or replacement and the obligation specifically required delivery of that item.

If performance is only temporarily impossible, Article 607 does not mean that the contract automatically terminates. The contract terms, nature of the obligation, and duration of the obstacle must be assessed separately. (Law of Ukraine)

Material Change of Circumstances Is Not the Same as Force Majeure

War may not make contract performance impossible, but it may substantially change the circumstances under which the parties entered into the contract. Article 652 of the Civil Code of Ukraine addresses such situations.

A change in circumstances is considered material if the circumstances have changed so significantly that, had the parties been able to foresee the change, they would not have entered into the contract or would have entered into it on different terms.

If the parties cannot agree on amending or terminating the contract, termination by a court under Article 652 requires all statutory conditions to be met simultaneously, including the unforeseeability of the change, the inability to eliminate its causes through appropriate measures, and a substantial disruption of the balance of the parties' property interests. (Law of Ukraine)

Thus, if performing the contract is impossible because of an extraordinary and unavoidable event, force majeure should be assessed first. If performance remains possible but circumstances have changed radically, Article 652 of the Civil Code of Ukraine may become relevant.

What Does Not Constitute Force Majeure?

The Civil Code expressly provides that the following are not considered accidental events that release a debtor from liability:

• failure by the debtor's counterparty to fulfill its obligations;

• unavailability on the market of goods required to fulfill the obligation;

• lack of the necessary funds on the debtor's part.

The current Regulations of the Ukrainian Chamber of Commerce and Industry additionally state that financial and economic crises, defaults, increases in the official or commercial exchange rate of foreign currencies against the hryvnia, breaches by the debtor's counterparties, unavailability of necessary goods on the market, and lack of necessary funds do not constitute force majeure.

Therefore, if an entrepreneur's supplier fails to deliver goods because of hostilities, this does not, by itself, release the entrepreneur from liability to their own customer. The entrepreneur must prove that the wartime event objectively prevented performance of their own obligation to the customer, rather than merely disrupting one part of the supply chain.

Monetary Obligations: War Does Not Cancel Debts

Article 625 of the Civil Code of Ukraine establishes a particularly important rule for monetary obligations: a debtor is not released from liability because they are unable to fulfill a monetary obligation.

If a debtor delays payment of a monetary obligation, the creditor may claim the principal debt adjusted for inflation over the entire period of delay, plus 3% annual interest on the overdue amount, unless a different interest rate is established by contract or law. (Law of Ukraine)

Therefore, arguments such as «sales have fallen», «there is no working capital», «foreign currency has become more expensive», or «the customer has not paid» are not sufficient grounds for failing to pay a contractual debt.

This is also confirmed by case No. 910/881/24. The debtor referred to martial law and the Ukrainian Chamber of Commerce and Industry's general letter dated February 28, 2022, but the courts found no evidence that wartime circumstances had objectively deprived the debtor of the ability to conduct business and receive funds. The Supreme Court agreed that no causal connection had been proven between the war and the impossibility of fulfilling the specific monetary obligation. (Supreme Court)

Check the Contract's Force Majeure Clause First

Before notifying the counterparty, carefully read the force majeure clause in the contract. The parties may specify:

• which particular events they recognize as force majeure;

• the deadline for notifying the other party;

• the required form of the notification;

• whether a Chamber of Commerce and Industry certificate is mandatory;

• the deadline for submitting the certificate;

• whether performance deadlines are extended and for how long;

• whether contractual penalties stop accruing;

• when a party obtains the right to terminate the contract unilaterally;

• what happens if force majeure continues beyond the period specified in the contract.

If the contract expressly establishes a notification procedure and the consequences of failing to follow it, ignoring these provisions is risky. At the same time, case law distinguishes between notifying a counterparty and subsequently obtaining proof of force majeure.

In its resolution dated May 1, 2026, in case No. 905/541/16, the Joint Chamber of the Commercial Cassation Court of the Supreme Court concluded that late submission of a Chamber of Commerce and Industry certificate does not, in itself, deprive a party of the right to invoke force majeure unless the contract expressly provides for that consequence. However, timely notification of the counterparty remains critically important. (Supreme Court)

If the Contract Has No Force Majeure Clause

The absence of a separate force majeure section does not mean that a party cannot invoke force majeure circumstances at all.

Article 617 of the Civil Code of Ukraine applies. The debtor must prove that force majeure caused the breach of the obligation.

However, without a contractual mechanism, it cannot automatically be assumed that deadlines are extended for the duration of force majeure or that the contract terminates after a specified number of days. If the parties can reach an agreement, changes to deadlines, contract termination, or debt settlement should be documented in a written supplementary agreement.

How to Notify a Counterparty of Force Majeure

First, follow the procedure established by the contract. If there is no detailed procedure, it is advisable to send the notification promptly once it becomes clear that the circumstance affects performance.

The notification should include:

1. the contract details and specific obligation;

2. the event preventing performance;

3. the date the event occurred;

4. an explanation of exactly how the event made performance impossible;

5. the measures the business has already taken to perform properly or minimize the consequences;

6. the estimated period during which performance will be impossible, if it can be determined;

7. a proposal for a new deadline, a different method of performance, or another solution;

8. information that supporting documents or a Chamber of Commerce and Industry certificate will be provided later, if necessary.

The notification should be sent using a method that makes it possible to confirm its date, contents, and dispatch or delivery.

Is a Chamber of Commerce and Industry Certificate Mandatory?

Article 14-1 of the Law of Ukraine «On Chambers of Commerce and Industry in Ukraine» authorizes the Ukrainian Chamber of Commerce and Industry and authorized regional chambers to certify force majeure circumstances and issue corresponding certificates.

Under the law, a certificate is issued within seven days of an application by a business entity. The law provides for certificates to be issued free of charge to small business entities. (Law of Ukraine)

The Ukrainian Chamber of Commerce and Industry explains that force majeure is certified for each individual contract, tax obligation, or other obligation whose performance has become impossible. The applicant bears the burden of proving force majeure when applying to the Chamber. A separate application form is provided for contractual obligations. (ucci.org.ua)

However, a Chamber of Commerce and Industry certificate does not have predetermined evidentiary weight in court. The Supreme Court states that a court evaluates the certificate together with other evidence and independently determines whether the circumstances were extraordinary and unavoidable and whether they objectively made performance of the specific obligation impossible. (Supreme Court)

Is the Ukrainian Chamber of Commerce and Industry's General Letter of February 28, 2022 Sufficient?

On February 28, 2022, the Ukrainian Chamber of Commerce and Industry published a general official letter concerning military aggression and the associated force majeure circumstances. The Chamber permits this letter to be attached to a notification to a counterparty, particularly when addressing the postponement of performance deadlines. (Ukrainian CCI Knowledge Base)

However, this letter is not an individual certificate concerning a particular entrepreneur and contract.

In case No. 910/881/24, the Supreme Court noted that the general letter did not contain identifying details of the specific contract and did not itself prove that performance of the disputed obligation was impossible. (Supreme Court)

Therefore, in a dispute with a counterparty, it is inadvisable to base the entire evidentiary position solely on the general letter issued in 2022.

What Documents Should Be Collected to Prove Force Majeure?

The required evidence depends on the specific reason for non-performance. It is advisable to retain documents that make it possible to reconstruct the entire sequence of events:

• the contract, supplementary agreements, specifications, orders, and documents establishing the performance deadline;

• correspondence with the counterparty and evidence of timely notification of the obstacle;

• documents from competent authorities concerning damage to or destruction of property, evacuation, access bans, movement restrictions, and similar circumstances;

• documents concerning a fire, shelling, accident, or other event, if issued by the relevant authorities;

• carrier documents confirming cancellation or impossibility of transportation;

• documents concerning the closure of a route, border, or port, or an export or import ban, if this prevented performance;

• photos, videos, inventory reports, write-off records, or inspection reports for damaged property;

• correspondence with alternative suppliers or carriers if the business attempted to find another way to fulfill its obligation;

• a certificate from the Ukrainian Chamber of Commerce and Industry or an authorized regional chamber, if required by the contract or necessary to strengthen the evidence.

It is important to prove not only that the event occurred but also that its consequences could not be overcome through reasonable measures available to the business. Article 614 of the Civil Code of Ukraine also requires a party that has breached an obligation to prove the absence of fault and that it took all measures within its control to perform properly. (Law of Ukraine)

Common Examples

Special Case: Renting Premises That Cannot Be Used

For an ordinary lease agreement, a special provision applies — Part 6 of Article 762 of the Civil Code of Ukraine. The tenant is released from rent payments for the entire period during which the property could not be used due to circumstances for which the tenant is not responsible.

This is a separate legal basis. The entrepreneur must prove that the property could not be used, rather than merely demonstrating worsening business conditions, declining sales, or a temporary reduction in the need for premises. (Law of Ukraine)

What to Do After Force Majeure Ends

Further action is determined by the contract and the nature of the obligation.

If the obligation remains in force and performance becomes possible again, it must be fulfilled by the deadline established in the contract, taking into account any amendments agreed by the parties.

If the contract provides for extending the deadline by the duration of force majeure, the new deadline must be calculated according to that provision.

If the parties agree on a different performance procedure — for example, postponing delivery, partial performance, or a new payment schedule — it is advisable to document this in a written supplementary agreement.

If performance is permanently impossible, the grounds under Article 607 of the Civil Code of Ukraine should be assessed. If performance remains possible but circumstances have changed materially, the applicability of Article 652 should be considered.

Do not assume that a contract automatically terminates when force majeure ends or that a debt is automatically forgiven. A separate legal or contractual basis is required.

Case Law: What Entrepreneurs Should Consider

The Supreme Court's case law establishes several important principles.

Case No. 910/881/24, resolution of the Joint Chamber of the Commercial Cassation Court of the Supreme Court dated February 6, 2026. The existence of war and the Chamber of Commerce and Industry's general letter do not prove force majeure in relation to a specific debt. A causal connection must be established between specific wartime circumstances and the impossibility of performing the particular obligation. A Chamber of Commerce and Industry certificate is also assessed together with other evidence. (Supreme Court)

Case No. 905/541/16, resolution of the Joint Chamber of the Commercial Cassation Court of the Supreme Court dated May 1, 2026. If a party notified its counterparty of force majeure in due time, late submission of the Chamber of Commerce and Industry certificate does not itself deprive the party of the right to invoke those circumstances unless the contract expressly establishes such a consequence. (Supreme Court)

Case No. 917/141/24, resolution of the Joint Chamber of the Commercial Cassation Court of the Supreme Court dated June 6, 2025. Article 617 of the Civil Code of Ukraine releases a party from liability for a breach but does not eliminate the obligation to perform the contract. (Supreme Court)

How to Monitor Debts, Payments, and Contract-Related Documents in Torgsoft

For monitoring actual goods and financial transactions with suppliers and customers, Torgsoft provides «Partner Balance». The system records goods received and payments made, allowing users to view the status of settlements with a particular counterparty. In the «Customer Payments» section, users can review the financial transaction date, the related invoice or delivery note, and the outstanding debt in the case of partial payment. This helps reconstruct the internal chronology of contract performance and reconcile it with primary documents and bank records.

To monitor document changes, Torgsoft allows users to enable the «Document Change Log». It records changes to warehouse and financial documents, including goods receipts, sales, returns, internal transfers, write-offs, and financial documents. The «User Action Log» automatically records events registered by the software; entries in this log cannot be manually edited using the software's available tools. However, preserving the history also requires consideration of settings and procedures for clearing old data.

Torgsoft accounting records can help confirm the dates of transactions, payments, debts, and changes to internal documents, but they do not replace notification of the counterparty, documents from competent authorities, a Chamber of Commerce and Industry certificate, or other evidence required to establish force majeure.

Important Legislative Change

The Commercial Code of Ukraine is no longer in force. It ceased to be effective on August 28, 2025, under Law of Ukraine No. 4196-IX. Therefore, modern analysis of force majeure in contractual relations should not rely on former Article 218 of the Commercial Code as an effective legal provision. The main legal sources for such disputes are the Civil Code of Ukraine, the Law of Ukraine «On Chambers of Commerce and Industry in Ukraine», the terms of the particular contract, and any special legislation governing the relevant relations. (Law of Ukraine)

Official Sources

• Civil Code of Ukraine dated January 16, 2003, No. 435-IV — in particular, Articles 526, 530, 599, 607, 610–614, 617, 625, 629, 651–652, and 762. Civil Code of Ukraine — Verkhovna Rada of Ukraine (Law of Ukraine)

• Law of Ukraine «On Chambers of Commerce and Industry in Ukraine» dated December 2, 1997, No. 671/97-VR — Article 14-1: definition and certification of force majeure circumstances. Law No. 671/97-VR — Verkhovna Rada of Ukraine (Law of Ukraine)

• Law of Ukraine dated January 9, 2025, No. 4196-IX «On the Specifics of Regulating the Activities of Legal Entities of Certain Organizational and Legal Forms During the Transition Period and Associations of Legal Entities» — Article 17, repeal of the Commercial Code of Ukraine. Law No. 4196-IX — Verkhovna Rada of Ukraine (Law of Ukraine)

• Regulations on Certification of Force Majeure Circumstances by the Ukrainian Chamber of Commerce and Industry and Regional Chambers, as amended by the decision of the Presidium of the Ukrainian Chamber of Commerce and Industry dated October 23, 2025, No. 2(3) — in particular, clauses 3.1–3.3 and Section 6. Regulations of the Ukrainian Chamber of Commerce and Industry

• Ukrainian Chamber of Commerce and Industry — General Information on Force Majeure Certification and Application Forms. Force Majeure Certification — Ukrainian Chamber of Commerce and Industry (ucci.org.ua)

• Resolution of the Joint Chamber of the Commercial Cassation Court of the Supreme Court dated February 6, 2026, in case No. 910/881/24 — causation, the Chamber of Commerce and Industry's general letter, and assessment of a certificate together with other evidence. Case No. 910/881/24 — Supreme Court

• Resolution of the Joint Chamber of the Commercial Cassation Court of the Supreme Court dated May 1, 2026, in case No. 905/541/16 — timely notification and the consequences of late submission of a Chamber of Commerce and Industry certificate. Legal Position in Case No. 905/541/16 — Supreme Court

• Resolution of the Joint Chamber of the Commercial Cassation Court of the Supreme Court dated June 6, 2025, in case No. 917/141/24 — force majeure releases a party from liability, not from performing a contractual obligation. Case No. 917/141/24 — Supreme Court