Force Majeure and Coronavirus: A Checklist

I skimmed hundreds of pages of client alerts and other publications. Here’s a distillation. What is force majeure? A contract defense allowing you to (1) delay performance, (2) excuse performance, or (3) limit liability from nonperformance. You invoke force majeure over an event (or the effect of an event) that you couldn’t control or reasonably anticipate before signing […]

Just Between You and Me

Looking to start a fight between two corporate attorneys? Ask whether an agreement is made between Tom, Dick, and Harry—or among Tom, Dick, and Harry. Many lawyers cling to junior-high grammar rules, which would dictate agreements between two parties and among three or more. Think metaphorically instead: Is a multi-party agreement more like “sand between the toes” or a “disagreement among friends”? It’s […]

Are “Indemnify” and “Hold Harmless” the Same?

Drafting reformers hate couplets. They say, for example, that “terms and conditions” means nothing more than “terms.” But can couplet aversion go too far? Take “indemnify” and “hold harmless.” Double trouble? Or a distinction with a difference? Double Trouble: At least one authority claims that “hold harmless” protects against losses and liabilities, while “indemnify” protects […]