Every year your organization holds a large conference in the Spring. A time to meet the “thought leaders” of your industry, check out new vendors, and see old colleagues. So, it is with more horror than most that you’ve watched COVID-19 grow from distant threat to pandemic. On March 12, 2020, Ohio Governor DeWine announced that “mass gatherings” are prohibited.
Your conference is coming up and your budget is on the line. Not to mention the health and safety of attendees and staff. What to do?
First, do an initial assessment:
Then pull out your contract.
Most contracts have what is called “force majeure” or an “Act of God” clause. These apply when there are unforeseen circumstances that make performance of the contract, in this case a conference, impossible or illegal. Common language includes war, fires, earthquakes, government action, etc. Something catastrophic or impossible, rather than merely difficult.
COVID-19 may fit the bill. First, as pandemic with no known cure and possibly catastrophic results, it likely an “Act of God.” Second, Governor DeWine’s March 12. 2020 order prohibits mass gatherings—essentially all conferences. So this would fit into the “government action” language. However, each contract is different, so it is important to consult with legal counsel.
Finally, with the help of counsel prepare an effective notice under the contract. Remember, this will be “Exhibit A” if this dispute becomes litigation, so it is important to check all the boxes. Additionally, an effective notice will all let the other party know to take steps to mitigate damages.
These are unprecedented circumstances. But acting now will save you and your organization time and money later.