Is there no end to the confusion prompted by the verb indemnify? Recently in this post and this post I considered how a claim for indemnification relates to a claim for contract damages. In the first of those posts, reader Gord offered the following comment: Canadian lawyers when using indemnification language in contracts have had to consider and contend with an Alberta case … Read More
[Updated 3:00 p.m. EST, January 10, 2011: In this post, I propose revised indemnification language. I’ll chew over whether still to offer as an option in Koncision’s confidentiality agreement the alternative language I offer below.] [Updated 9:50 a.m. EST January 7, 2011: The question of how the elements of a claim for indemnification relate to the elements of a claim … Read More
[For a follow-up to this post, see this March 2, 2010 blog post.] I have in front of me a contract—it’s for the sale of goods—that contains the following provision excluding certain kinds of damages: Neither party will be responsible or held liable for any consequential, special, or incidental losses or damages. You can rely on sellers asking for this … Read More
The August 2009 issue of The Business Lawyer contains a great article by Glenn D. West and W. Benton Lewis, Jr. of Weil Gotshal entitled “Contracting to Avoid Extra-Contractual Liability—Can Your Contractual Deal Ever Really Be the ‘Entire’ Deal?.” Click here for a copy. Glenn is getting into the habit of writing articles that are essential reading for anyone looking … Read More
The May 2008 issue of The Business Lawyer contains a great article by Glenn D. West and Sara G. Duran of Weil Gotshal entitled “Reassessing the ‘Consequences’ of Consequential Damage Waivers in Acquisition Agreements.” Click here for a copy. Here’s the abstract: Consequential damage waivers are a frequent part of merger and acquisition agreements involving private company targets. Although these … Read More
I’ve spent a fair amount of time recently working on commercial agreements, and I’ve noticed that some companies require that their registered trademarks be stated in all capital letters, with the registration symbol “®” appended, whenever the trademarks are referred to in a contract. When reading a contract that refers repeatedly to, say, “FLEXORBALIN®” (I made that up), I find … Read More
