News & Analysis as of

Indemnity Agreements

What Is Inefficient Risk Transfer? The Use of Indemnification in Construction Contracts

by Burr & Forman on

As a father of seven children, I am always being asked to determine the “responsible party” when something breaks, gets lost, or is simply missing. In parenting, there is no written contract between the adult and to child to...more

Indemnities – Beware the Consequences of “Reasonableness”

by Reed Smith on

The provision of indemnities, particularly those provided to corporate trustees and agents, is an important feature of an effectively functioning structured finance market. It enables the parties involved to allocate the...more

[Webinar] What You Need to Know Before Negotiating a Property Management Agreement - April 20th, 12:00pm EDT

by BakerHostetler on

In commercial real estate, the property management agreement is one of the documents most critical to the long-term success of a project. Regardless of the property type – hotel, apartment complex, shopping center or office...more

Just How Much Power Does Your LLC’s Manager Have?

In a recently published decision — Western Surety Co. v. La Cumbre Office Partners LLC — a California Court of Appeal tackled the issue of LLC managerial authority from a different angle. The central issue in the case was...more

"The New UK Corporate Offence of 'Failure to Prevent the Facilitation of Tax Evasion': Implications for Fund Managers and...

The U.K. government expands its crackdown on tax evaders and the persons who assist them, by targeting businesses who fail to prevent tax evasion....more

PACA Liens: A New Cloud on Title?

by Seyfarth Shaw LLP on

The Perishable Agricultural Commodities Act (PACA) was passed by Congress in 1930 to protect agricultural produce suppliers from unscrupulous vendors who refused to pay the suppliers for their goods. PACA contains language...more

Court Holds Indemnity Provision Provides No Right To Attorney Fees

by Allen Matkins on

Contractual indemnity provisions often broadly provide for the payment of the indemnified party’s attorney fees. In Alki v. Superior Court, 2016 Cal. App. LEXIS 892 (Cal. Ct. App. 2016), for example, a fund administration...more

Court May Order Closed-Door Hearings in Proceedings Linked to Arbitration

by Morgan Lewis on

The Singapore High Court has held that parties are not entitled to rely on provisions in the International Arbitration Act to apply for in camera proceedings and for sealing orders where the action before the court is not...more

Arbitration Clause Contained Only In “Side” Agreements To Insurance Policies, Enforced In Dispute Over “Retrospective Premiums”

by Carlton Fields on

A U.S. District Court for the Southern District of New York recently enjoined Advanced Micro Devices (AMD), from proceeding with litigation in California against National Union Fire Insurance Company (NUFIC), related to a...more

"Assuming" the Obvious: Exclusion for “Assumption of Liability in a Contract” Does Not Apply to Breach of Professional Services

In what it described as a case of first impression, the Northern District of California ruled that a professional liability policy that excluded the insured’s “assumption of liability obligations in a contract or agreement”...more

Contract Interpretation: Whether The Contract Is A Non-Insurance Indemnity Agreement Or An Insurance Policy Makes A Big Difference...

by Selman Breitman LLP on

In Crawford v. Weather Shield Mfg., Inc. (2008) 44 Cal. 4th 541, 187 P.3d 424, 79 Cal.Rptr.3d 721, the California Supreme Court addressed an indemnitor’s duty to defend the indemnitee under a non-insurance indemnity agreement...more

Liability for breach of obligations

by White & Case LLP on

Resolution of the Plenum of the Supreme Court of the Russian Federation No. 7 dated 24 March 2016 'On courts applying certain provisions of the Civil Code of the Russian Federation concerning liability for a breach of...more

Nasdaq Adopts “Golden Leash” Director Compensation Disclosure Requirement

by Goodwin on

The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more

The Fifth Circuit Forecasts Mississippi Law on Non-Contractual Indemnity

by Butler Snow LLP on

On May 5, 2016, the Fifth Circuit forecasted whether a non-contractual indemnity claim under Mississippi law should be premised on agency or tort theory. In David v. World Marine, L.L.C., No. 15-30464, 2016 WL 2609791, 2016...more

Third Time’s The Charm: Eastern District Of Michigan Remands Arbitration Award For Failing To Allow Party To Present Evidence

by Carlton Fields on

On motion to vacate an arbitration award, a Michigan federal court held that the award lacked fundamental fairness and remanded to the same arbitrator with instructions to allow Plaintiffs their “opportunity to present...more

Florida Court Says it’s Not Fraud When Misrepresentations are Made During Settlement Negotiations

When settling a case, litigators are naturally focused on avoiding “Round 2” of the litigation for their clients. Toward this goal, lawyers avoid drafting settlement agreements that include any sort of representations or...more

Blog: How to Handle Changes on Your Board of Directors

by Cooley LLP on

Board members tend to stay with companies for a relatively long time, but, like employees, sometimes it makes sense for a board member to leave. Here is what I try to do when a board member departs: - Clear...more

Eighth Circuit Holds No Coverage for Property Manager’s Mold Remediation Efforts

In its recent decision in Busch Properties, Inc. v. National Union Fire Ins. Co. of Pittsburgh, PA, 2016 U.S. App. LEXIS 3174 (8th Cir. Feb. 24, 2016), the United States Court of Appeals for the Eighth Circuit, applying...more

Are Compliance Officers the New Enforcement Targets?

by Faegre Baker Daniels on

For years health care compliance officers have worried about personal liability for the misdeeds of the companies they serve. And why not? Health care is the most heavily regulated of all major industries, and the compliance...more

Forget the Invites, Use a Contract Instead

Many of the indemnity provisions Master Service Agreements use in the energy and construction industries contain the term “invitee” in the definition of “Owner Group” and “Contractor Group”. However, the term “invitee” is...more

When Indemnitor Is Off the Hook For Contractual Indemnity

Contractual indemnification clauses are among the most overused and misunderstood rights that parties argue over and negotiate for. Although nothing in Illinois law prohibits parties from specifically contracting to provide...more

Draft Your Purchase and Sale Agreements Carefully — Integration and Indemnity Clauses are Not Simple “Boilerplate”

Almost all real estate purchase and sale agreements contain provisions relating to integration and indemnity. In the “boilerplate” worldview, these provisions are standard, generic, and basically all the same —...more

Managing Project Risk With Enforceable Indemnity Agreements

by Faegre Baker Daniels on

Most contracts in the construction industry supply chain require the “downstream” project participant to indemnify those “upstream” against a spectrum of losses or claims relating to the project. Upstream participants, such...more

Drafting Intellectual Property Agreements: Best Practices From a Litigator’s Perspective

As intellectual property licensing continues to grow more prevalent, legal practitioners and business personnel are being asked to craft and negotiate agreements that can significantly impact a business’s ability to compete...more

The Delaware Court Of Chancery’s Not So Exclusive Jurisdiction

by Allen Matkins on

Section 145(k) of the Delaware General Corporation Law is quite clear and emphatic about which court may hear actions for indemnification or advancement of expenses: The Court of Chancery is hereby vested with exclusive...more

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