Be Clear About Whether Indemnification Covers Only Nonparty Claims

You like fights over indemnification language? OK, here’s a reliable source of disputes: whether an indemnification provision covers just nonparty claims or whether it also covers claims between the parties.

I wrote about that in this 2011 post, but given the perils of copying and pasting dysfunctional contract language, you can expect that sort of dispute to crop up in litigation sporadically. Well, Keith Paul Bishop writes about just such a dispute in this post on his California Corporate & Securities Law blog.

As usual, I don’t care much about what the court decided and why. Instead, such disputes offer a there-but-for-the-grace-of-god moment. Contract parties get into such fights only if the drafters screw up.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.