| Are business issues ever truly divisible from legal | | | | price, and neither should bear responsibility for |
| issues? Many sales people itching to get a contract | | | | damages not directly related to the breach. Of |
| signed have suggested that my job as the lawyer is | | | | course, there are some items that should be |
| merely to advise a company on the "legal issues" in | | | | excluded from the limitation of liability. Indemnification, |
| an agreement. Put another way, they want me to | | | | or protection from third party claims, is typically |
| see no evil in the provisions they have deemed | | | | excepted out of a limitation of liability clause, and |
| "business issues" and restrict my review to isolated | | | | often breaches of representations and warranties |
| "legal matters". This is difficult because business and | | | | are, too. |
| legal issues are often intertwined (and I am not a girl | | | | Because a limitation of liability clause involves dollar |
| who can just close my eyes and pretend not to see | | | | figures, some business people view it purely as a |
| glaring issues). | | | | business issue, a deal point to be negotiated and |
| For instance, a limitation of liability clause, sometimes | | | | mentioned in the contract. Surely, the ultimate |
| a contentious issue in a contract, can be classified as | | | | decision as to how much liability to bear is a business |
| both a business and a legal issue. A limitation of liability | | | | risk to be determined by the responsible party. |
| clause sets out the maximum financial responsibility a | | | | However, the effect of the clause, and particularly its |
| party will incur if a breach of contract occurs. | | | | relationship to an indemnification or warranty section, |
| Properly drafted, and where enforceable, it provides | | | | needs to be viewed in the context of the entire |
| protection and is useful for evaluating project risk. | | | | contract and seen in light of both the business and |
| Typically, neither party is liable beyond the contract | | | | the legal consequences of the language. |