BarbriSFCourseDetails
  • videocam Live Online with Live Q&A
  • calendar_month October 21, 2025 @ 1:00 p.m. ET./10:00 a.m. PT
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

Limiting Liability in Business Agreements: Contract Clauses, Financial Caps, Indemnities, Liquidated Damages

$297.00

This course is $0 with these passes:

CLE
ALL
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Description

When business counsel begins working on a new agreement and assessing the risk, using a limitation of liability clause can be an effective tool to limit direct, indirect, consequential, special, and incidental damages in the event of a breach of contract claim. Establishing the restrictions on a limitation of liability provision may include terms that limit or exclude consequential damages unless the limitation or exclusion is unconscionable. For example, when contracts fall under the UCC, the limitation of consequential damages for a consumer's personal injury is subject to prima facie unconscionability.

Limitation of liability provisions generally cap damages at an amount agreed by the parties, the contract amount, or the parties' insurance limits. The clauses may exclude certain types of damages; the enforceability of exclusions may depend on the state law that governs that contract.

Courts routinely scrutinize limitation of liability provisions to ensure that they are not ambiguous, unconscionable, unfairly bargained for, or in violation of a state statute or public policy. Many courts disfavor contract provisions that limit a party's liability for gross negligence, fraud, intentional torts, or if the party seeking protection acted in bad faith.

Listen as our authoritative panel explains best practices for drafting and negotiating limitation of liability provisions in business agreements. The panel will provide strategies for avoiding common negotiation pitfalls, anticipating and overcoming enforcement hurdles, and reconciling limitation of liability provisions with indemnification clauses.

Presented By

Joseph B. Allen
Member
Willcox & Savage, PC

Mr. Allen is a corporate transactional attorney who concentrates his practice on M&A transactions, private placement transactions (both as issuer’s counsel and as counsel to venture capital firms, family offices, and angel investors), corporate and LLC governance and reorganizations, joint venture transactions, and complex commercial transactions in the areas of software licensing, industrial equipment sales, and significant supply, reseller, and distribution agreements.

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Zachary S. Davis
Partner
Stoel Rives LLP

Mr. Davis helps clients navigate the development and construction process, from negotiating complex design and construction agreements to resolving disputes through both informal and formal dispute resolution processes. He has experience representing clients in arbitration and other alternative dispute resolution forums – both domestic and abroad – and in federal and state courts. Mr. Davis represents clients across various industries, including construction, real estate, technology, hospitality, energy, healthcare, financial services, and insurance. His role in the firm's Construction and Design practice group is marked by his proficiency in drafting and negotiating project agreements and resolving disputes through a business oriented, goal-minded approach. Mr. Davis has contributed to high-stakes cases, ranging from federal civil rights actions to nine-figure construction disputes. He has earned recognition in the legal community as a member of a nationally ranked practice group and through his selection as a Rising Star in Business Litigation by Super Lawyers. Mr. Davis regularly writes for the Stoel Rives Ahead of Schedule blog and other publications, offering insights on current legal issues and trends.

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Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, October 21, 2025

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

I. Drafting considerations and best practices for limitation of liability clauses

II. Use of financial caps and liquidated damages to limit liability

III. Enforceability challenges with limitation of liability clauses

IV. The intersection of limitation of liability clauses with indemnification provisions

The panel will discuss these and other key issues:

  • What considerations should business counsel take into account when drafting and negotiating limitation of liability provisions in contracts?
  • How can financial caps and liquidated damages mitigate risks?
  • How do the UCC and state law affect limitations on liability in business agreements?
  • What enforceability challenges do parties commonly face when seeking to enforce a limitation of liability clause?
  • What is the interplay between limitation of liability clauses and indemnification provisions in business agreements?