News & Analysis as of

Indemnification Clauses

Florida Court of Appeals Clarifies How the Statute Governing Indemnification Provisions in Construction Contracts Applies

by White and Williams LLP on

In Blok Builders, LLC v. Katryniok, 2018 Fla. App. LEXIS 1312, the Court of Appeals of Florida for the Fourth District considered whether Florida Statute § 725.06 applied to a contract for the excavation of various...more

Paying the Price: The Pitfalls of Ineffective Liability Waivers

by Hellmuth & Johnson PLLC on

Liability waivers are common in many contracts between businesses and the general public. Whether the contract covers in-home daycare or bungee jumping, it likely includes language intended to function as a release or a...more

Ways to Make Sure the Indemnity Clause You Just Negotiated Is Not Your Enemy

When indemnity is mentioned, most owners, designers and contractors think of protection from third party claims asserted by parties with whom they have no contractual privity. However, depending on the language used,...more

See You In Court! – March 2018

by Shipman & Goodwin LLP on

Mark Millennial was recently elected to the Nutmeg Board of Education. More than ten years younger than any of the other Board members, Mark brings a new approach to Board service. His presence on social media is far more...more

Top Developments – February 2017

by White and Williams LLP on

JP Energy Marketing, LLC v. Commerce & Industry Insurance Company, et al., No. 115285, 2018 Okla. LEXIS 11 (Okla. Feb. 5, 2018) - Oklahoma Supreme Court in a case of first impression authorizes an award of appeal-related...more

Indemnification Clauses and Defining the Relationship

by Poyner Spruill LLP on

We typically think an attorney-client relationship is something that has an unmistakable beginning. One day a client says, “I want you to be my attorney.” To which the attorney replies, “Sure, I will be your attorney.”...more

Indemnification For Data Breaches: Understanding And Allocating Risk

by Ellis & Winters LLP on

Many contracts between companies and their service providers have broad indemnification provisions. How do those provisions apply in the context of a privacy breach? Today’s post looks at that question—in particular, a...more

Protecting against foreseen risks - is a boilerplate indemnity clause sufficient? - Analysing the “General Indemnity” clause in...

by Dentons on

When entering into a contract, parties are increasingly relying on indemnity clauses to allocate risks that may arise. However, generic or boilerplate indemnity clauses, which are not tailored to the relevant situation, may...more

Virginia Supreme Court Considers Terms Of Assumption Reinsurance Transaction In Determining Obligations Of Insolvent Insurer

by Carlton Fields on

A group of Kentucky hospitals sought reimbursement for legal fees incurred in two lawsuits related to the insolvency of their insurer, Reciprocal of America (“ROA”). In the 1970s and 1980s, the hospitals created two trusts to...more

Off the Reservation (of Rights): South Carolina Speaks on CGL Insurer Notification Requirements

Lawsuits over defective construction are common in South Carolina. So, when a construction company covered by a CGL insurance policy is sued over an alleged construction defect, the insurance company may agree to defend the...more

Defence & Indemnity - October 2017: II. LIABILITY ISSUES A.

by Field Law on

II. LIABILITY ISSUES - A. The Master allowed a claim for a sports injury to be amended to add breach of fiduciary duty as a cause of action in the teacher-student situation, and held that while sports participants are...more

Traps, Pitfalls, and "Gotcha" Moments: 3 Practical Business Contract Tips from Travelzoo GC Rachel Barnett

by JD Supra Perspectives on

Insights from Travelzoo GC, Rachel Barnett, whose new book modernizes contract law and applies legal concepts to the real corporate world....more

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

by Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

GovTech M&A

by Womble Bond Dickinson on

A Selection of Evolving Trends in Mergers and Aquisitions - Buyers are aggressively targeting companies with differentiated technology and strategically-positioned intellectual property....more

Key Texas M&A Issues (Presentation)

by Jackson Walker on

Agenda - Letters of Intent - Best Efforts - Indemnification - Sandbagging - Non-Reliance - Fiduciary Duties - Letters of Intent: • Buyer may seek letter of intent that is generally not binding on either party...more

Vendor Contracts: Be Careful Before You Sign On The Dotted Line

by Fisher Phillips on

It’s the first week back to school and you receive the following three phone calls in quick succession - • A parent advises you that she does not want to buy expensive apparel from a certain sportswear company for her...more

M&A Global Intelligence Series: American Deal Terms

by DLA Piper on

With regulatory constraints currently making it challenging to get capital out of China, the Pound Sterling continuing to suffer Brexit-related weakness and the NZ$ having softened against the Greenback, we expect North...more

Delaware Supreme Court Reverses Chancellor's Chicago Bridge Ruling - Authority of Independent Auditor to Resolve Purchase Price...

by Jones Day on

In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more

Texas Supreme Court Dabbles in Bankruptcy Law

by Gray Reed & McGraw on

Noble Energy Inc. v. ConocoPhillips Company, a 6-to-3 Texas Supreme Court decision, is a reminder of two things: How parties to a property transaction describe what’s being acquired and what’s being left behind can have...more

Recent Delaware Case Sets Trap for Unwary Regarding Acquisition Agreement Indemnification Caps

by Foley & Lardner LLP on

Acquisition agreements frequently contain maximum limits or “caps” on the sellers’ potential liability for losses resulting from breaches of the sellers’ and target company’s representations and warranties. However, the...more

New Indemnity Law for Design Professionals

by Archer Norris PLC on

CALIFORNIA – On April 28, 2017, Governor Brown signed into law Senate Bill 496 (Cannella). The Bill, which is now codified in California Civil Code §2782.8, amended the statute to provide greater protection for design...more

Time to Elevate Insurance Provisions That Allocate Loss: Enhancing Coverage Under Executive Risk Liability Policies

by King & Spalding on

One of the primary functions of an executive risk liability policy, such as a directors and officers (“D&O”) liability policy, is to protect companies from the risk of covering costs incurred in the defense of its corporate...more

2017 Summer review: M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: D&O Insurance Coverage - How Careful Should the Drafting Be?...

by Dechert LLP on

Directors are required to review and approve transformative M&A transactions. The power to approve, however, comes with the potential liability that could be asserted if the transactions do not turn out as projected....more

Judgments

by Dentons on

No duty to obtain best price reasonable in a forced sale – upheld by Court of Appeal - (1) Rosserlane Consultants Ltd (2) Swinbrook Developments Ltd v. Credit Suisse International [2017] EWCA Civ 91 - This was the...more

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