If there is one clear thing about current international affairs, it is that we are witnessing a profound shift in the geopolitical paradigm that, all signs suggest, is unlikely to be merely temporary. The international system that emerged after the end of the Cold War —characterized by multilateralism, economic globalization, and trade interdependence— is being replaced by a scenario marked by fragmentation, great-power competition, and the reemergence of geopolitics as a determinant factor of the economy.
In these very weeks, we have seen how the conflict in the Middle East has had a direct and severe impact on global trade. Tensions in the Persian Gulf and maritime security on critical routes have increased operational risk, raised insurance costs, and strained logistics and energy flows in the region.
“Force majeure is a mechanism that allows the debtor to be exonerated when an unforeseeable, inevitable event beyond their control makes performance impossible”
Legal consequences did not take long to arrive. QatarEnergy declared force majeure with respect to affected buyers after the interruption of its production and supply of LNG and associated products; Kuwait Petroleum Corporation followed a few days later, mainly in relation to shipments of crude and refined products. Likewise, Bahrain, through Bapco Energies, declared force majeure on the group’s operations affected by the conflict and by an attack on its refinery complex. All of them invoked the notion of force majeure, a mechanism that allows exonerating the debtor when an unforeseeable, inevitable event beyond their control makes performance impossible. Their invocation by state-owned energy actors illustrates to what extent geopolitics can overwhelm even the most established contractual schemes.
Now, force majeure has a precise conceptual limit: it requires impossibility. A mere difficulty, increased cost, or imbalance is not enough. Thus, beyond Bahrain’s particular example, many of the cases occurring do not fit exactly the same mold, since supply remains technically possible, but fulfilling it would be economically or commercially devastating for one of the parties. At that point, a powerful and little-known legal figure comes into play: the clause rebus sic stantibus.
What is ‘rebus sic stantibus’?
The Latin expression literally means, “standing as things stand.” The idea is as old as contract philosophy: if contracts are entered into on the basis of a set of circumstances that exist at the time of signing, a radical and unforeseeable alteration of those circumstances should be able to justify a review of what was agreed. Not its termination, but its adaptation to the new reality.
Unlike force majeure (set out in Article 1105 of the Civil Code), the rebus sic stantibus is not expressly regulated in any Spanish norm. It is an exclusively jurisprudential construct, built sentence by sentence by the Supreme Court over decades. Its function is to complement —not substitute for— the principle pacta sunt servanda, enshrined in Articles 1091, 1256 and 1258 of the Civil Code. When an extraordinary alteration of circumstances destroys the economic base on which the agreement was built, blindly applying that principle leads to plainly unjust results. The rebus thus acts as a safety valve for contracts governed by Spanish law.
“Courts seek, first of all, to restore the balance of performances (lowering prices, extending deadlines, redistributing risks) before declaring the contractual link extinguished”
A further point worth highlighting is that the preferred effect of the rebus is contract modification, not its termination. Courts first seek to restore the balance of performances (lowering prices, extending deadlines, redistributing risks) before declaring the contractual bond extinguished. This conservative approach is especially relevant in an already unstable environment: resolving contracts of supply en masse causes damages that far exceed those of the original imbalance.
The rebus sic stantibus has traveled a long way in Spanish jurisprudence. While for decades it was treated with distrust —the Supreme Court’s 17 May 1957 STS unequivocally labeled it an “extralegal, dangerous and last-resort remedy”— the 2007-2008 financial crisis compelled the Supreme Court to address the issue more systematically. In the SSTS 820/2013, of 17 January 2013, and 822/2012, of 18 January 2013, the Court clarified that a general crisis alone is not enough —additional circumstances and specific proof of its incidence are required. Subsequently, the STS 333/2014, of 30 June, reconfigured and normalized the figure, opening the door to the idea that systemic crises can constitute an extraordinary alteration capable of prompting a contract revision, provided that its concrete impact on the business base is established.
From the pandemic is where the most recent ruling on the matter draws its lessons, STS 1891/2025, of 18 December. The Court dismissed the claim of a hospitality tenant seeking a rent reduction due to the impact of COVID-19; not because the pandemic is not capable of applying the rebus, but for two highly practical reasons. First: the notoriety of the fact does not exempt proving the concrete impact on the business; the accounting documentation was incomplete and contradictory. Second: those who breached the contract before the pandemic due to a prior conflict cannot invoke the ensuing circumstance to modify it in their favor. In any case, this ruling merely confirms the jurisprudential acceptance of the rebus in the face of global crises, under certain circumstances.
The rebus in the face of geopolitics
For all this, it is not far-fetched to assume that the scenario generated by the war in the Middle East presents structural analogies with the contingencies that jurisprudence has recognized as appropriate. No one who signed an energy-supply contract a few years ago could reasonably foresee the current state of the Red Sea routes. Moreover, in many of these contracts there is not impossibility of performance —which would trigger force majeure— but a radical alteration of the economic equation. A fixed-price contract signed when freight cost a certain amount is not impossible to fulfill when freight costs quadruple, but it becomes a ruinous obligation for the debtor. And that ruinous, unforeseeable alteration, beyond the will of the parties, is precisely the framework of the rebus sic stantibus.
According to existing jurisprudence, any company wishing to invoke the clause must prove four elements cumulatively: (i) an overbearing and extraordinary circumstance, external to the normal contract risk; (ii) real unpredictability at the time of signing, not in the abstract, but in the sector’s concrete circumstances; (iii) a serious disruption of the balance of performances, proven with serious economic documentation — notoriety of fact is not enough, as confirmed by STS 1891/2025; and (iv) good faith and a reasonable preemptive renegotiation attempt, with the invoking party not having incurred a prior material breach or opportunistic conduct unrelated to the overgrew event.
“Trade and commercial contracts face an unprecedented challenge this century, and that is where the clause ‘rebus sic stantibus’ provides a solid answer”
Thus, beyond this particular case of the conflict in the Middle East, the reality is that we are faced with a global scenario in which supply chains have become part of the political game of the major powers. Therefore, trade and commercial contracts face an unprecedented challenge this century, and there is where the rebus sic stantibus clause offers a solid response: adapting contracts to a changing reality without destroying their essence, redistributing risks in a reasonable way, and avoiding the mass termination of commercial relationships that remain valuable for both sides.
Thus, as in García Márquez’s novel, there are loves that survive anger, time, and war. There are also contracts that can survive geopolitical disruption. But only if there are legal tools to adapt them and the will to use them before damage becomes irreparable.
Judicial notes: SSTS 820/2013, of 17 January, and 822/2012, of 18 January 2013 (treatment of the economic crisis in a rebus key; denial that the general crisis suffices as automatic cause); STS 333/2014, of 30 June (normalization and reconfiguration of the rebus; openness to systemic crises whenever their incidence on the business base is proven); STS 591/2014, of 15 October (application in long-term hotel leasing within the framework of the economic crisis); STS 1891/2025, of 18 December (strengthening of the burden of proof and relevance of prior breach as a material limit).
