Limitation of Liability Clauses in Business Contracts: Limiting Potential Damages and Avoiding Pitfalls

A live 90-minute CLE webinar with interactive Q&A


Tuesday, December 3, 2019 (in 12 days)

1:00pm-2:30pm EST, 10:00am-11:30am PST

or call 1-800-926-7926

This CLE webinar will guide business counsel to draft and negotiate appropriate limitation of liability (LOL) clauses in business contracts. The panel will discuss critical considerations when crafting the provisions, enforceability challenges, the interplay of LOL clauses with indemnification provisions, and the use of conditions that must be met for the limitation to be enforceable.

Description

The LOL clause can operate to limit a company's direct, indirect, consequential, special, and incidental damages in the event of a claim arising out of the company’s contractual relationship. LOL provisions may cap damages at either an amount agreed upon by the parties, the contract amount, or the parties' insurance coverage limits. The clauses may also expressly exclude certain types of damages.

Courts routinely scrutinize LOL provisions to ensure that they are not ambiguous, unconscionable, unfairly negotiated for, or in violation of a state statute or public policy. LOL clauses that were not explicitly drafted or fairly negotiated may be held unenforceable. Likewise, enforcing LOL clauses when the performing party did not maintain its insurance or meet other conditions can result in unintended (and harsh) results.

Listen as our authoritative panel explains best practices for drafting and negotiating LOL provisions in business agreements. The panel will provide strategies for avoiding common negotiation pitfalls, anticipating and overcoming enforcement hurdles, and reconciling LOL provisions with indemnification clauses.

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Outline

  1. Drafting considerations and best practices for LOL clauses
  2. Enforceability challenges with LOL clauses
  3. The interplay of LOL clauses with indemnification provisions
  4. Tying enforcement of LOLs to key performance conditions

Benefits

The panel will review these and other high priority issues:

  • What should business counsel consider when drafting and negotiating the LOL provisions in contracts?
  • What are the enforceability challenges for parties seeking to invoke an LOL clause?
  • What is the interplay between LOL clauses and indemnification provisions in business agreements?

Faculty

Cohen, Mark
Mark Cohen, J.D., LL.M.

Attorney
Mark Cohen, J.D., LL.M.

Mr. Cohen has 36 years of experience as a lawyer. His practice is focused on drafting and reviewing legal documents,...  |  Read More

Davis, Zachary
Zachary S. Davis

Attorney
Stoel Rives

Mr. Davis is an experienced construction and design attorney who advises clients in a broad spectrum of legal matters,...  |  Read More

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Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

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