Negotiating Indemnity Clauses - Stewart McKelvey

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NEGOTIATING INDEMNITY CLAUSES To Indemnify or Not Damages vs. Indemnity “A right to recover damages is a legal right in favor of a plaintiff to be compensated by a defendant for injuries recognized at law, which were suffered by the plaintiff as a result of the wrongful conduct of the defendant. A right of indemnity may exist where the plaintiff has suffered no injury at the hands of the person who is obliged to indemnify, and even where the wrong giving rise to the claim for indemnity was committed by some third party, or where no wrong has been committed by any person but the indemnifier is nonetheless obliged to make good a loss which has been suffered by the claimant.” Halsbury’s s Laws of Canada, 1 st ed. Guarantee and Indemnity (Canada: Lexus Nexus Canada Inc., 2010) at 374 [hereafter Halsbury’s] s] 65 2013 Construction Seminar © 2013 Stewart McKelvey all rights reserved
NEGOTIATING INDEMNITY CLAUSES Contract Negotiations – Allocations of Risk • Due Diligence • Representations and Warranties • Qualified as to "knowledge" • Materiality thresholds • Material Adverse Change • Indemnification 66 2013 Construction Seminar © 2013 Stewart McKelvey all rights reserved
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Negotiating Indemnity Clauses - Stewart McKelvey

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