Allocating risk
Liquidated damages
Every commercial contract has a damages architecture - the liability cap sets the ceiling, the exclusion clause carves out heads of loss, indemnities create standalone payments, and the liquidated damages clause fixes what is payable for specific breaches without proving loss. Treat these as independent clauses and you get gaps or false comfort. They are one integrated system.
Pillar guide
Liquidated damages vs general damages: the damages architecture.
Every commercial contract has a damages architecture - the liability cap sets the ceiling, the exclusion clause carves out heads of loss, indemnities create standalone payments, and the liquidated damages clause fixes what is payable for specific breaches without proving loss. Treat these as independent clauses and you get gaps or false comfort. They are one integrated system.
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All liquidated damages guides.
Start with the main guide or open the specific clause question you need.
How LDs, general damages, exclusion clauses, and liability caps form one integrated system - the post-Cavendish penalty test and cross-border enforcement.
Liquidated damages or penalty?How the Cavendish penalty test works - legitimate interest, primary vs secondary obligations, 'out of all proportion' - and what survives and fails.
General damages and consequential lossWhy a 'consequential loss' exclusion does not exclude direct loss of profits or wasted expenditure, the Achilleas remoteness limit, and why LDs matter.
Drafting liquidated damages clausesHow to draft enforceable LD clauses across SaaS, take-or-pay, licensing, and development contracts - plus the seven rules that prevent the recurring failures.
LDs and the liability architectureHow LD clauses interact with the cap, exclusion clause, sole-remedy provisions, force majeure, and termination - and the rescue clause you need.
Liquidated damages across bordersWhy a Cavendish-valid LD clause may be reduced abroad (French, German, UAE rules), and how English/DIFC/ADGM law plus arbitration protects it.
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