Hardship clauses: planning for economic disruption of contracts in Morocco, Cameroon and Côte d’Ivoire

Insight · Africa · Contract law

Since spring 2026, disruption to flows in the Middle East, and to shipping through the Strait of Hormuz in particular, has weighed on commodity prices. In April, the World Bank described it as the largest oil supply shock on record and forecast that, in 2026, its energy price index would rise by 24%, fertilizer prices by 31% and metals and minerals by 17%. The trend has persisted: Brent crude was still above $116 a barrel on 28 October 2026, around 80% higher than a year earlier, and the IMF’s October outlook highlights the exposure of energy-importing countries.

For contracts already in force, the question is immediate. A manufacturer that agreed to deliver machines at a unit price of 100 sees its production cost pushed to 200 by rising energy and metal prices. Must it keep delivering at a loss until the contract ends, or can it obtain a price revision?

In France, on 24 April 2026, the Prime Minister sent prefects a circular on the performance of public procurement contracts (No. 6529/SG), which among other things points out that private-law contracts may be renegotiated under Article 1195 of the French Civil Code. That provision came into force on 1 October 2016 and has just turned ten.

While French law provides for and anticipates the renegotiation of a contract during its performance, what of other jurisdictions in Africa? In the three jurisdictions where UGGC Africa is established (Morocco, Cameroon and Côte d’Ivoire), there is no equivalent mechanism. The same shock leads to a very different outcome.

Against this background, this article presents the French legal framework as a point of comparison (I), the absence of similar mechanisms in Morocco, Cameroon and Côte d’Ivoire (II), and then the contractual tools available to the parties to address any difficulties in performance (III).

I. The benchmark: Article 1195 of the French Civil Code

Why it matters for African contracts

Where a contract is governed by French law, Article 1195 requires the parties, under the conditions set out below, to renegotiate the contract at the request of one of them.

This obligation, also known as the imprévision clause or, borrowing the English term, “hardship”, is triggered under French law only where three cumulative conditions are met: (i) a change of circumstances that was unforeseeable when the contract was concluded, (ii) performance that has become excessively onerous for the party relying on it, and (iii) the affected party had not contractually agreed to bear that risk.

Where these three conditions are met, the affected party may request renegotiation while continuing to perform; if talks fail and no agreement is reached within a reasonable time, the court may, at the request of either party, revise or terminate the contract.

Article 1195 is not, however, a mandatory rule: the parties may exclude or tailor it (Aix-en-Provence Court of Appeal, 16 December 2021, No. 21/05062), and business contracts frequently exclude it. Its scope is also narrower than it looks: a fixed price agreed in a notoriously volatile market may be read as acceptance of the risk, and the law excludes it for transactions in securities and financial contracts (Article L. 211-40-1 of the French Monetary and Financial Code), which covers share transfers in particular. Courts apply it strictly: in one of the first known decisions, on 14 December 2022, the Paris Commercial Court rejected the request for a price revision and brought the contract to an end.

While a renegotiation mechanism, whether through Article 1195 itself or an ad hoc clause, offers some protection to the party or parties exposed to external changes, the possibility of the court revising the contract remains a significant source of uncertainty, and therefore of risk. It is therefore common to exclude, at the very least, recourse to the court as the “reviser” of the contract.

A spectrum, not a France-versus-Africa divide

French law is not the most revision-friendly system. The Egyptian Civil Code (Article 147), for example, allows the court to reduce an obligation that has become excessive following exceptional and unforeseeable events of a general nature, and renders any contrary agreement void.

By contrast, other African jurisdictions such as Morocco, Cameroon and Côte d’Ivoire, although also influenced by the civil law tradition, contain no provision on the renegotiation of contracts.

The landscape thus runs from no statutory revision, through France’s default rule, to mandatory revision.

II. Morocco, Cameroon, Côte d’Ivoire: binding force without a statutory safety valve

In all three countries, the contract is binding on the parties: Article 230 of the Code of Obligations and Contracts (DOC) in Morocco, and Article 1134 of the Civil Code inherited from 1804 in Côte d’Ivoire and French-speaking Cameroon. Force majeure does not fill the gap: it requires performance to be impossible (Article 269 DOC), whereas a cost increase only makes it more expensive, and it only allows the affected parties (i) to avoid liability for non-performance and (ii) to suspend, or even terminate, the contract if the situation persists, but not to impose a renegotiation.

Morocco

The DOC contains no general provision allowing an unbalanced contract to be revised. Any renegotiation therefore rests solely on the parties’ agreement and on good faith performance (Article 231).

By way of exception, Moroccan case law has, very occasionally and very narrowly, allowed judicial revision of a contract where the conditions of performance were affected by an event beyond the parties’ control (Court of Cassation, Commercial Chamber, 5 March 2020, No. 119/2020: performance deadlines updated following the unavailability of equipment). Such interventions by Moroccan courts in a contract remain extremely rare, and the binding force of validly concluded contracts remains the rule.

Public procurement is, however, an exception. Decree No. 2-22-431 of 8 March 2023 on public procurement (Article 15) requires revisable prices for works contracts and provides, for fixed-price supply and service contracts (other than studies) longer than six months, for price variations to be passed through under an order of the Head of Government. During the 2022 price surge, the Head of Government also issued, on 18 April 2022, a circular of exceptional measures for public contract holders, particularly in works contracts (price revision, extended deadlines, refund of penalties).

Cameroon

Cameroon is a bijural system. In its eight French-speaking regions, the French-inspired Civil Code, in its pre-2016 version, does not recognise imprévision. In the North-West and South-West, the common law applies the doctrine of frustration, which brings a contract to an end where unforeseeable circumstances beyond the parties’ control make performance as originally agreed impossible. Such a definition could come close to a form of imprévision, insofar as a party could argue, absent a clause to the contrary, that excessively onerous performance was not contemplated when the contract was concluded. Common law courts have long held, however, that frustration is not triggered by changing economic conditions: physical or legal impossibility of performance must be shown, and that alone can justify bringing the contract to an end (not its renegotiation). Frustration is therefore close to force majeure.

Nor does OHADA law fill the gap. None of the eleven Uniform Acts in force as at 23 October 2026 governs general contract law; for commercial sales, the Uniform Act on General Commercial Law simply defines force majeure (Article 294). The 2004 preliminary draft Uniform Act on contract law, modelled on the UNIDROIT Principles, provided for a “change of circumstances” regime (Articles 6/22 to 6/24); however, neither it nor the 2015 draft on the general law of obligations has been adopted to date.

Côte d’Ivoire

Côte d’Ivoire applies the Civil Code in its historic wording for the general rules of contract, together with the same OHADA framework as Cameroon. Imprévision is not recognised, as the explanatory note to the OHADA preliminary draft already observed for some of the French-inspired systems of the region. As at 23 October 2026, no reform of the law of obligations has been identified.

III. The practical answer: draft the clause

Under French law, the risk is that one party forces a renegotiation of the contract, for fear that the court will be asked to revise or terminate it. In Morocco, Cameroon and Côte d’Ivoire, the risk is the reverse: no one can revise, and the imbalance then often ends in non-performance, termination or litigation.

In both cases, contractual tools can be put in place.

Option 1: rule it out. A fixed price remains a sound choice where one party controls the risk (hedging, back-to-back supply). The clause then states that each party bears changes in its own costs; under French law, Article 1195 must also be expressly excluded.

Option 2: organise it. Two tools work together:

• a price adjustment clause: an identified public index (commodity, exchange rate, costs), a formula, a trigger threshold, and one or two reviews a year. Cameroonian public procurement law offers an example: for framework agreements longer than twelve months that so provide, Decree No. 2018/366 of 20 June 2018 (Article 65) provides for revision by formula and allows termination where a unit price would change by more than 25%;
• a hardship clause, for shocks the formula did not anticipate: a defined trigger, reasoned notice, good faith renegotiation within a set period, continued performance and, above all, the outcome if talks fail. The International Chamber of Commerce model clause (2020) offers three options once negotiations have ended: termination by the affected party, adaptation or termination by the judge or arbitrator, or termination declared by the judge or arbitrator. The UNIDROIT Principles (Articles 6.2.1 to 6.2.3) provide another neutral reference, close to Article 1195 of the French Civil Code. The parties may consider other options on a case-by-case basis: partial or staged termination, automatic adjustments to the contract, and so on.

In all cases, the key point is to require continued performance of the contract during the negotiation period: in practice, this critical period spurs the parties to reach a quick agreement, which reduces the risk of later litigation.

Conclusion

Ten years after Article 1195 came into force, French courts can revise a contract upset by an economic shock, but do so sparingly. In Morocco, Cameroon and Côte d’Ivoire, they cannot: outside public procurement, the contract remains payable at the agreed price. Either way, a silent contract leaves the allocation of risk to chance or to the court. A hardship clause, backed by a price adjustment mechanism, lets the parties make that allocation themselves.

This analysis is based on the texts and decisions identified as at 23 October 2026, including OHADA law, national courts retaining their own jurisdiction. It is provided for information purposes only and does not constitute personalised legal advice. As each contract must be assessed on its own merits, the UGGC Africa teams in Casablanca, Douala and Abidjan are at your disposal for any specific transaction.

Key takeaways

What is a hardship clause?

A contract term requiring the parties to renegotiate when an unforeseeable event beyond their control upsets the economic balance of the contract, and setting out the outcome if renegotiation fails.

Does Moroccan law allow renegotiation of a contract that has become too costly?

Not under any general provision: the DOC does not recognise imprévision (Article 230). Renegotiation depends on the parties’ agreement, good faith (Article 231) or a contractual clause; public procurement has its own price revision rules.

Can a court revise the price of a contract in the OHADA region?

No Uniform Act provides for it as at 23 October 2026, and the Civil Codes applicable in Cameroon and Côte d’Ivoire do not recognise imprévision.

How should a price adjustment clause be drafted?

A public index, a formula, a trigger threshold and a frequency, supplemented by a hardship clause setting out the procedure and the outcome if talks fail.

What is the position in each country?

(as at 23/10/2026)

• France: Article 1195, a default rule, applied strictly; circular of 24 April 2026 for public procurement.
• Morocco: no imprévision in the DOC; revisable prices in public procurement (Decree 2-22-431).
• Cameroon: no imprévision (Civil Code in French-speaking regions, narrow frustration doctrine in English-speaking regions).
• Côte d’Ivoire: no imprévision; no reform identified.

Fabien Gagnerot, Senior Associate — UGGC Africa · Our Litigation & Arbitration practice