What if the indemnification includes the language “any and all claims, demands, actions and suits”?
Attorneys are overly fond of absolutes. Otherwise, they would stop using “of every kind, nature, and description” as if it were punctuation. Absolutes leave room for argument where clarity is the only appropriate goal. You know by now that where you have to be when your negotiations are over does not include “any and all” losses, nor does it include “claims, demands, actions, or suits”. It includes only those damages for which you are legally liable. Losses, liabilities, expenses, and costs are damages for which you could be legally liable if they are caused by your negligence. Even attorneys’ fees may be construed to be damages in some states, and where not, your limited contractual liability coverage may well respond. But claims, demands, actions, and suites, in and of themselves, are not damages, and the mere fact that they occur may or may not have anything to do with your negligence. This is not a make or break proposition, either, but clarity of intent finds offense in these word
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- What if the indemnification includes the language "any and all claims, demands, actions and suits"?
