Indemnity Agreements

News & Analysis as of

Court Holds Indemnity Provision Provides No Right To Attorney Fees

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

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”

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...

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

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

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

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

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

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?

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

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

Charney v. American Apparel, Inc., C.A. No. 11098-CB (Del. Ch. Sept. 11, 2015) (Bouchard, C.)

In this opinion, the Court of Chancery held that Dov Charney (“Charney”), the former CEO of American Apparel, Inc. (the “Company”), was not entitled to advancement of litigation fees and expenses under either the Company’s...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

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

What Questions Executives Should Be Asking About Their D&O Insurance Following The New DOJ Policies Issued Last Week

As was recently reported in the New York Times and elsewhere, the Justice Department issued new policies last week that place individual executives as the focus of their prosecution efforts, and encourage companies to...more

Playing Hot Potato: Indemnity Strikes Again

Indemnity can be like playing hot potato (for those of you closer to the Minecraft generation, in the game of hot potato, a metaphoric “hot potato” is tossed between (ahem amongst) players while music is playing, and when the...more

What are the three most important risk-shifting provisions contractors and subcontractors should be concerned about?

“No damages for delay” clauses: “No damages for delay” clauses allocate the risks of project delays and disruptions between the owner and contractor. Oftentimes, these clauses preclude a contractor from recovering...more

Fill the Gap Between You and Your Property Rights - Emerging Issues in Title Insurance

Hall Eady and Spencer Mobley from the Firm’s Title Insurance Litigation Team discussed emerging issues in the world of title insurance including recent interpretations of key terms and conditions in standard form lender’s...more

Employment Law in Colombia: Part III

This article is the third in a series which provides an overview of the basics of employment law in Colombia and will focus on laws governing employment terminations, including just cause reasons for terminating the...more

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