Law and regulation of force majeure in North Macedonia

Yes there is legislation on "force majeure" in the Macedonian law system. Force majeure is dealt with under several provisions of the Macedonian Law on Contract and Torts ("MLCT").

According to the Article 126 paragraph 1, in case the fulfillment of one contracting party's obligation in a contract became impossible due to an extraordinary event, which occurred after the conclusion of the contract, and prior to the arrival of the actual obligation, which at the time of the contract could not be foreseen by either party in order to be prevented, evaded or removed and for which neither party is responsible (force majeure), the obligation of the other party is extinguished.#

In general, contracting parties are free to regulate force majeure clauses (statutory provisions on force majeure are dispositive law).

The parties are free to regulate such clauses, provided that general rules on obligations are complied with. This includes the basic principle of fairness. 

There is no applicable case law in this regard. According to Macedonian legislation, the MLCT is the only authoritative source of guidance on the definition of “force majeure”.

Basically, the principles of conscientiousness and fairness apply to consumers as well as businesses. However, in the case of consumers, the Macedonian Law on Consumer Protection ("MLCP") also applies, which provides that general terms and conditions should be clear and understandable. Unclear provisions should be interpreted for the benefit of the consumer and unfair terms for consumers will be deemed null and void.

No. According to the MLCT, the general terms and conditions of the contract are contractual provisions made for use in several contracts that one contracting party, prior to or at the time of concluding the contract, proposes to the other. The T&Cs supplement the special agreements established between the contractors and, as a rule, binds them as well, including the provisions on force majeure. Hence, the T&Cs set by one contracting party are equally binding.

In our opinion, it is difficult to identify one force majeure clause which would be universal and suitable for all possible events and situations caused by the Coronavirus pandemic. When drafting such clauses, the specifics of the transaction and of the parties should be considered. Hence, It is recommended that force majeure clauses be drafted on a case–by-case basis.

Yes, we have already prepared a force majeure clause which is “corona future proof” or “virus proof”.

Termination of the contract due to changed circumstances: According to the MLCT, in the event of a partial inability to fulfill a contractual obligation due to an event for which neither party is responsible (e.g. a state of emergency), one of the parties may terminate the contract if the partial fulfillment does not meet its needs. However, if the contract remains in force, the party has the right to request a proportionate reduction in its liability.

Termination of contracts due to non-performance: In standard contracts, where one party fails to fulfill its obligation, the other party, unless otherwise specified, may require the fulfillment of the obligations under the contract, or under conditions in subsequent articles terminate the contract by simple declaration, if termination does not arise by law. In any case, the party will be entitled to damages.

Release of debtors’ liability: The debtor should not be held liable if it proves that it could not fulfill its obligation or it was late in fulfilling its obligation due to an emergency event that occurred after the contract was concluded, which could not have been prevented, avoided or removed.