When things go wrong:
force majeure, disruption and exit strategies in international education collaborations
Global expansion in an unstable world
Recent geopolitical and regulatory uncertainty across the Middle East has created a more complex operating environment for organisations with regional operations and international partnerships. As wider market commentary has observed, institutions operating internationally are increasingly having to reassess operational resilience, continuity planning and contractual flexibility in response to a less predictable regional landscape. International education is no exception.
Schools operating through a range of legal structures in the region, including licensing arrangements, are not insulated from these risks. Disruption to travel routes, security concerns, workforce evacuation and sudden regulatory responses can quickly make physical school operations difficult or temporarily impossible. In some jurisdictions, authorities introduced precautionary measures requiring students to move to distance learning, with classes delivered online rather than on campus for security reasons.
Against that backdrop, legal frameworks designed for business as usual have been tested in real time. Force majeure clauses, operational continuity provisions and exit mechanisms are no longer theoretical protections – they are becoming practical tools for managing instability. The difficulty, however, is that these provisions rarely operate in isolation. In many cases, their effect is also shaped by the governing law of the agreement and the extent to which local education regulators retain discretion to require continuity of service in the interest of students.
In international school collaborations, they intersect with regulatory requirements, safeguarding duties, parental expectations and the reputational considerations that come with delivering education in uncertain times.
This article considers how those mechanisms operate in practice within international school collaborations and how institutions can better prepare for disruption, temporary relocation and, where necessary, an orderly disengagement.
Force majeure in education agreements: a clause under pressure
Force majeure clauses are a standard feature of international school agreements, including licensing and joint venture structures. They are typically intended to address events such as armed conflict, government intervention or broader security disruption by allocating risk between the parties and, where the relevant threshold is met, allowing obligations to be suspended or, in some cases, terminated.
In practice, however, these clauses are often more difficult to invoke than their wording may initially suggest. Recent regional disruption illustrates the point. In many cases, schools have not been required to shut entirely. Rather, they have been required to adapt by moving to distance learning, modifying operational arrangements or complying with precautionary government measures. That creates a more nuanced legal position. There may be serious disruption, but performance is not necessarily impossible. Education must still be delivered, safeguarding standards must still be maintained and regulatory expectations do not disappear simply because the mode of delivery has changed. This can create a practical tension between contractual suspension rights and regulatory expectations of continuity, particularly where education is treated as a public interest service rather than a purely commercial supply agreement.
As a result, the real question is often not whether a force majeure event has occurred, but whether that event genuinely prevents performance under the agreement or merely makes performance more difficult, more expensive or operationally more complex. In a market such as the UAE, where regulators remain active and parents continue to expect continuity, it may be difficult to argue that contractual obligations have been wholly displaced. That is why force majeure often becomes only the starting point for analysis. As the next section shows, the more immediate issue is usually how the school can continue to operate in a modified form and whether the agreement is sufficiently flexible to accommodate that shift.
Operational disruption: from campus closure to distance learning
Where force majeure does not produce a clean answer, operational continuity becomes the central issue. In international school operations, disruption is rarely confined to physical damage or formal closure. In the recent periods of regional uncertainty, the effect is more often indirect but still material, driven by security precautions, changing government guidance, travel restrictions and wider regional uncertainty rather than a complete breakdown in infrastructure.
In practical terms, that means schools may need to shift rapidly between campus-based, remote and hybrid delivery models. They may also need to manage delayed staff travel, interruptions to recruitment, pressure on supply chains and a less predictable day-to-day operating environment. Even where a campus remains open, the assumptions on which the original contractual arrangements were built can quickly become unstable. In practice, many of these changes are implemented under regulatory guidance rather than strict contractual amendment, meaning that the legal documentation of the arrangement may lag behind the operational reality.
This creates a number of practical issues under licensing, franchise and similar partnership structures. Many agreements are drafted on the basis of stable, in-person delivery and do not expressly address whether remote or hybrid teaching constitutes full contractual performance. Nor do they always allocate responsibility clearly for maintaining academic standards, pastoral oversight and safeguarding in a distance-learning environment. Questions also arise around communications with parents and the extent to which fee expectations should be revisited if the delivery model changes materially. While most licensing agreements do not expressly provide for automatic fee adjustments in these circumstances, in practice such requests often become part of broader commercial renegotiations, particularly where regulatory expectations of continuity limit the availability of termination as a practical remedy.
The consequence is that parties often have to make rapid operational decisions before the legal position is fully clear. That reinforces the point made above: in this sector, the immediate challenge is seldom whether the contract can be suspended in theory, but how continuity can be maintained in practice. These operational pressures then feed directly into the people-related risks considered in the next section, where staffing, student movement and safeguarding become central to the analysis.
People and continuity risk: staff, students and safeguarding obligations
Periods of geopolitical instability also generate significant people-related risk and this is often where the practical impact is felt most quickly in international school operations. In the UAE, even where large-scale disruption was limited, schools may still face heightened staff mobility concerns, with some employees choosing to relocate temporarily, defer travel or reconsider their postings altogether. At the same time, schools may encounter continuing pressure in recruiting and retaining expatriate teachers, particularly where regional uncertainty affects perceptions of stability.
Student populations can also become more fluid in these circumstances. Families may relocate, pause enrolment decisions or reassess schooling arrangements in response to evolving conditions. That movement can affect class sizes, fee income, staffing models and the school’s ability to maintain a consistent educational offering. When combined with a shift to remote or hybrid delivery, the challenge becomes more acute. From a legal standpoint, these changes can also raise questions around the continuity of employment contracts, visa sponsorship arrangements and the extent of any implied duty to mitigate disruption to both staff and students.
Safeguarding and pastoral oversight sit at the centre of this analysis. As noted in the previous section, a change in delivery model does not reduce the school’s core responsibilities – it often makes them harder to discharge. Maintaining consistent safeguarding standards, supervision and welfare support across online or cross-border arrangements is inherently more complex. Employment issues may also arise in parallel, including duties of care to staff, workplace health and safety considerations, immigration and relocation issues, and internal governance questions about who has authority to take urgent operational decisions.
These pressures help explain why many international school collaborations do not move immediately to strict legal enforcement when disruption occurs. The parties are not dealing only with a contractual problem. They are managing a live educational environment in which the welfare of students and staff must remain paramount. That, in turn, frames the discussion in the next section: where force majeure does not provide a complete answer, the practical reality is often renegotiation rather than outright legal rupture.
When force majeure is not enough: renegotiation and frustration
As in many commercial contexts affected by regional instability and operational disruption, force majeure clauses often do not resolve the whole dispute. Many situations fall into a grey area in which performance remains possible, but only through modification, additional cost or temporary compromise. In international school collaborations, that grey area is especially important because these arrangements are built around long-term collaboration, local market presence, brand value and the continuing education of students. From a legal enforcement perspective, this often means that disputes turn less on whether force majeure has been properly triggered and more on whether any suspension is permitted to disrupt the continuity of education without regulatory consequences. It is also important to recognise that many of these adjustments occur without formal variation to the underlying agreement, which can create a gap between contractual rights and the way the relationship is actually being performed on the ground.
For that reason, the response is often more pragmatic than adversarial. Rather than moving directly to termination or insisting on strict compliance with pre-disruption operating models, parties will often focus on how the arrangement can continue in an altered form. That may involve temporary changes to delivery methods, revised governance procedures, adjustments to reporting lines or short-term commercial accommodations designed to preserve stability while conditions remain uncertain.
Financial terms frequently become a particular point of tension. If teaching moves online, even temporarily, or if student numbers fluctuate as families relocate, parents may press for fee reductions, deferrals or other concessions. Local operators may seek corresponding relief under the underlying school agreement, even where the contract does not expressly provide for it. The legal basis for those requests may be debatable, but the commercial and reputational pressure can be immediate and significant.
At this stage, the limits of a purely legal analysis become clear. A school group may have strong contractual arguments, but a rigid reliance on legal rights can carry serious consequences. An abrupt withdrawal, or an insistence on contractual performance that does not reflect operational reality, may leave the local school effectively stranded, damage relationships with families and regulators, and undermine years of brand investment. Equally, local partners will often recognise that preserving educational continuity and institutional credibility is in their own interests. In that sense, negotiated adjustments are not a departure from the legal framework so much as a practical response to its limits.
This is also the point at which frustration is sometimes raised as a possibility, although in most cases it will remain a difficult doctrine to establish. Where operations can continue in some form, even if imperfectly, frustration is unlikely to provide an easy route out. The more realistic outcome is usually a period of structured renegotiation. If that process fails, however, the focus moves to a different question: not whether the relationship can be preserved, but how it can be brought to an end in a controlled way.
Exit and disengagement: ending the relationship in a controlled way
Where disruption becomes prolonged, economically unsustainable or incompatible with the school’s regulatory and safeguarding obligations, attention shifts from adaptation to exit. Even then, termination is rarely a purely contractual exercise. International school groups must balance their legal rights against local regulatory expectations, reputational considerations and the practical need to protect students from the consequences of a breakdown in the partnership. In many jurisdictions, particularly in the UAE, regulatory authorities will also expect a structured handover plan to be agreed before any operational exit is effected, which can in practice limit the ability of either party to terminate unilaterally even where contractual rights exist.
Although agreements may contain termination rights linked to prolonged force majeure or material breach, the exercise of those rights will often be shaped by the local regulatory environment. In the UAE, authorities such as the Knowledge and Human Development Authority play an important supervisory role and may impose conditions around closure, student transfers and communications with parents. In practice, that means an immediate or unilateral exit is unlikely to be realistic without prior regulatory engagement, particularly where student welfare may be affected.
A structured teach-out process therefore becomes a critical part of exit planning. Depending on the circumstances, the school may be required, formally or in substance, to continue delivering education for a defined period or to support the orderly transition of students to alternative institutions. That can create real tension where the contractual relationship between the parties has already deteriorated, since the brand owner or school group may be expected to remain involved for continuity reasons even while seeking to terminate the arrangement. This often means that legal termination and operational exit occur on different timelines, with contractual relationships formally ending before educational delivery has fully transitioned elsewhere.
Exit planning must also address the protection of intellectual property, brand identity, curriculum materials, student records and operational know-how. If the relationship ends, any continued use of the school’s name, systems or educational content needs to be tightly controlled and, where appropriate, brought to an orderly end. Dispute resolution provisions, including arbitration, may ultimately become relevant, but enforcement can be slower and more difficult in a politically sensitive or operationally unstable setting. For that reason, the most effective exit strategies are usually those developed before a crisis point is reached, with clear internal decision-making, regulator engagement plans and practical continuity measures already mapped out.
Seen in that light, exit is not simply the final stage of contractual disengagement. It is part of the broader resilience architecture of the partnership. That is also why the conclusion should not be that better drafting alone will solve these problems, but that legal drafting must sit alongside realistic planning for adaptation, negotiation and, if necessary, an orderly withdrawal.
Implications for ongoing negotiations and new market entry
It is important to recognise that these issues are not limited to existing school operations. Many international school groups are currently in active negotiations to establish new campuses in the Middle East region and the current geopolitical environment is increasingly shaping how those discussions are being approached.
In ongoing transactions, parties are placing greater emphasis on contractual flexibility from the outset. Force majeure drafting is receiving closer scrutiny, particularly in relation to whether it expressly contemplates prolonged disruption, partial campus closures or sustained periods of distance learning. Similarly, termination rights, regulatory change provisions and operational continuity obligations are being reviewed more carefully to ensure they remain workable in a more operationally uncertain environment. Local partners are also approaching negotiations with greater sensitivity to continuity planning and regulatory engagement. In many cases, regulators are expected to play a more active role in supervising establishment phases, which can affect timelines, mobilisation planning and the sequencing of operational readiness.
While the core structures of licensing, franchising and joint ventures remain the same, the current environment is influencing how risk is allocated at the drafting stage. In practice, agreements are increasingly being shaped not only around how a school will operate in stable conditions, but also how the partnership will respond if those conditions change shortly after launch.
Recent developments in other parts of the world also illustrate the wider sensitivity of international education ventures to regulatory and market conditions. For example, reports that Wycombe Abbey School is closing its Nanjing campus after only a few years of operation have drawn attention to the extent to which international school projects can be affected by shifting regulatory approaches, demographic pressures, enrolment volatility and changing local demand assumptions. The position serves as a reminder that long-term educational partnerships remain exposed not only to immediate operational disruption, but also to broader structural and geopolitical change affecting international expansion strategies.
Conclusion: legal resilience in an uncertain environment
Recent instability and operational disruption in the Middle East region is a sharp reminder that international expansion in education, no less than in energy, manufacturing or logistics, is exposed to external shocks that can rapidly affect contractual performance, operational continuity, staffing and governance. For international school collaborations, however, these pressures are rarely abstract. They play out in real time across classrooms, safeguarding systems, parent relationships and local regulatory interfaces. For lawyers advising in this space, the key risk is often not drafting failure, but the inevitable distance between contractual intent and regulated educational reality on the ground when disruption occurs. That same tension is increasingly relevant not only in live operations, but also in ongoing negotiations, where agreements are being shaped in anticipation of a more uncertain and operationally flexible environment from the outset.
That is why force majeure clauses and termination rights should not be viewed as self-executing solutions. As the discussion above shows, they are often necessary but seldom sufficient. In many cases, schools will remain under pressure to continue operating, albeit in an altered form, while managing staff concerns, student movement, safeguarding obligations and regulator expectations. The more realistic question is therefore not simply whether a contractual trigger has been met, but whether the parties are operationally and legally prepared to manage disruption in a controlled way.
A robust approach requires more than careful boilerplate. International school groups and their partners should ensure that their agreements address remote and hybrid delivery with greater precision, allocate responsibility clearly for safeguarding and academic oversight during disruption, build in governance mechanisms for rapid decision-making and provide workable pathways for temporary commercial adjustment where circumstances materially change. They should also test their exit provisions against local regulatory realities, including teach-out obligations, student transfer requirements and post-termination brand protection.
In short, resilience in this sector depends on realism. Some disruptions will not justify suspension or termination, but they will still require rapid adaptation. Some relationships will be preserved through renegotiation, while others will need to be unwound carefully and in stages. The institutions best placed to withstand instability will be those that plan for all three possibilities at the outset: continued performance in modified form, structured renegotiation under pressure and controlled exit if continuation is no longer viable. In international education, that is the difference between having a contract that reads well in calm conditions and having a framework that can withstand events when things go wrong.
Source:
Karolina Cotronei