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About the Course
Introduction
This CLE webinar will guide business counsel in drafting and negotiating appropriate limitation of liability (LOL) clauses in business contracts. The panel will discuss critical considerations when crafting these provisions, enforceability challenges, the interplay of LOL clauses with indemnification provisions, and the use of conditions that must be met for the limitation to be enforceable.
Description
The LOL clause can operate to limit a company's direct, indirect, consequential, special, and incidental damages in the event of a claim arising out of the company's contractual relationship. LOL provisions may cap damages at either an amount agreed upon by the parties, the contract amount, or the parties' insurance coverage limits. The clauses may also expressly exclude certain types of damages.
Courts routinely scrutinize LOL provisions to ensure that they are not ambiguous, unconscionable, unfairly negotiated, or in violation of a state statute or public policy. LOL clauses that were not explicitly drafted or fairly negotiated may be held unenforceable. Likewise, enforcing LOL clauses when the performing party does not maintain its insurance or meet other conditions can result in unintended (and harsh) results.
Listen as our authoritative panel explains best practices for drafting and negotiating LOL provisions in business agreements. The panel will provide strategies for avoiding common negotiation pitfalls, anticipating and overcoming enforcement hurdles, and reconciling LOL provisions with indemnification clauses.
Presented By
Mr. Grossman is a Partner in FRB’s Corporate & Securities Practice Group and a technology and business attorney, entrepreneur, and strategic advisor who helps companies close complex deals and navigate emerging legal risks. Throughout his legal career—which includes technology law, cannabis law and regulation, digital media, and high-stakes commercial transactions—Mr. Grossman has closed deals exceeding a billion dollars across a wide range of industries. When the stakes are highest, clients—from early-stage ventures to Fortune 10 companies—rely on him for his strategic insight, sound judgment, and proven ability to deliver results.
Mr. Johnson is widely recognized as one of the go-to fiduciary litigators in Texas. His practice focuses on trust, estate, and closely held business disputes. A frequent writer and speaker, Mr. Johnson is known around the state as a thought leader in the fiduciary area. His award-winning blog, The Fiduciary Litigator, features recent case law, legislative changes, and other precedent that impacts fiduciaries in Texas. Mr. Johnson received the JD Supra 2020 Readers’ Choice Award for Wealth Management, which was his third year in a row for such an award. He was also named a “Go-To Thought Leader” in Fiduciary Litigation by the National Law Review in 2020. Mr. Johnson's experience in trust and estate disputes includes will contests, elder abuse, mental competency, undue influence, trust modification/reformation/clarification, breach of fiduciary duty and related claims. He also handles matters involving trust decanting, trust severance and joinder, account disputes, power of attorney disputes, suits for judicial instruction and discharges, heirship proceedings, suits to remove a fiduciary, and accountings. Additionally, Mr. Johnson has a transactional practice for trust departments in providing legal opinions on the construction of trust documents, documenting release and consent agreements, resignations, successor appointments, modification of trusts, trust mergers, trust severances, etc.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Tuesday, April 28, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Drafting considerations and best practices for LOL clauses
II. Enforceability challenges with LOL clauses
III. The interplay of LOL clauses with indemnification provisions
IV. Tying enforcement of LOLs to key performance conditions
The panel will review these and other high priority issues:
- What should business counsel consider when drafting and negotiating LOL provisions in contracts?
- What are the enforceability challenges for parties seeking to invoke an LOL clause?
- What is the interplay between LOL clauses and indemnification provisions in business agreements?
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