Allocating risk
Indemnities
Indemnities are assumed to beat ordinary damages claims - no remoteness, no duty to mitigate, recovery outside the liability cap. English cases show those advantages exist only if you draft for them. In Learning Curve v Lewis the same facts were worth GBP 5.21 million as a warranty claim but only GBP 783,325 under a narrow indemnity - over six times, decided entirely by the wording.
Pillar guide
Indemnities: how drafting decides whether you recover everything or nothing.
Indemnities are assumed to beat ordinary damages claims - no remoteness, no duty to mitigate, recovery outside the liability cap. English cases show those advantages exist only if you draft for them. In Learning Curve v Lewis the same facts were worth GBP 5.21 million as a warranty claim but only GBP 783,325 under a narrow indemnity - over six times, decided entirely by the wording.
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All indemnities guides.
Start with the main guide or open the specific clause question you need.
Why the advantages of indemnities exist only if drafted for, and how debt-vs-damages, remoteness, caps, notice, and triggers decide recovery.
Indemnity: debt or damages?Why a debt-style indemnity escapes remoteness and mitigation, and how a covenant to pay secures it.
Indemnity causal language and remotenessWhy "directly or indirectly" imports remoteness, the causal-language spectrum, and how to draft for unforeseeable losses.
Do liability caps apply to indemnities?Why there is no general rule, how Drax v Wipro shows it is a drafting question, and the warranty/indemnity election.
Indemnity notice and conditions precedentHow a notice provision can defeat an indemnity claim, what the cases require, and how to draft a clear condition precedent.
Indemnity trigger languageWhy an indemnity covers only what its trigger says, what Wood v Capita decided, and how to draft precise triggers.
Drafting an indemnity clauseHow to draft indemnities that deliver - covenant to pay, triggers, caps, notice - plus hold harmless, tax, and US cross-border traps.
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