World416_DM_01

Due to a riot occurring in response to an Executive Order that resulted in the closure of its factories, TAC sought relief from performance under the force majeure section of the Master Supply Agreement. Citing the attached case, Buyer asserts that TAC is not excused from performance.

Is Buyer correct? Provide your response in here with the following: "Yes/No"; and brief explanation.

1. The language in Section 11 (Force Majeure) does not need to be updated to cover a disaster similar to that in Vance v. Diversified Invs. The Master Supply Agreement Template 1, Section 11, already includes "governmental actions" as a specifically listed force majeure event. This language directly covers the type of government executive order that was at issue in Vance. In Vance, the court noted that the force majeure clause in the contract here did not include "government acts or directives", which is equivalent to "government actions". Therefore, the existing provision is sufficient and no updating is needed.

2. No additions are recommended. Because Section 11 of the template agreement already includes "governmental actions," it would protect the parties in a scenario similar to Vance involving government orders, executive actions, or regulatory directives. No changes to the Force Majeure section are necessary.