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Hello legal questions thread. I have an unfortunately urgent situation that conflicts with best practices advice I've received previously. I started a consulting business this year, and some of the advice I got from an experienced colleague of mine regarding reviewing contacts was to "make sure your contact has a mutual indemnity clause" Well, I got a contract to review last week which only indemnified the client and not me. I asked them to amend it to a mutual indemnity before I signed, and their response was to just remove it entirely. My understanding of indemnity is limited, but this feels like it's exposing them to more risk than me, and it is symmetric, so maybe it should be fine? But obviously my relative lack of experience has me a bit concerned that I am missing something terrifying and should run screaming. Under what circumstances should I be concerned about the lack of an indemnity clause? Is this common? Are they applicable rarely enough that this would need to be an otherwise sketchy arrangement with a rando to make it a dealbreaker? Thanks in advance for any insight.
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Aug 26, 2019 20:17
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KnifeWrench posted:Hello legal questions thread. I have an unfortunately urgent situation that conflicts with best practices advice I've received previously. I started a consulting business this year, and some of the advice I got from an experienced colleague of mine regarding reviewing contacts was to "make sure your contact has a mutual indemnity clause" there's no way in hell to answer this without knowing what industry you're in and the answer is going to be driven by specifics on that industry: i.e. your experienced colleague is the person to talk to about why they thought the clause was important
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Aug 26, 2019 20:25
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Wow that sounds like something you should ask your lawyer
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Aug 26, 2019 20:26
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Bad Munki posted:Wow that sounds like something you should ask your lawyer New thread title.
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Aug 26, 2019 20:40
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evilweasel posted:there's no way in hell to answer this without knowing what industry you're in and the answer is going to be driven by specifics on that industry: i.e. your experienced colleague is the person to talk to about why they thought the clause was important Okay. Thanks. I did try to ask them, but they're busy today, and I'm supposed to start this job tomorrow (I'd hoped the contract would be quick to execute but the back and forth has basically pushed this change right up to the end -- what I meant by "unfortunately urgent"). So I figured I'd do some research online and get what context I could from the forums. Fwiw, I'm an electrical engineer, and my understanding of why the clause was recommended was to avoid liability in the event that the client company was sued later for something that touched work I did. Bad Munki posted:Wow that sounds like something you should ask your lawyer Yes, it does, but the short notice has made that difficult, so I thought a general inquiry about "in what circumstances is this a bad idea" would be a harmless additional step to take. gently caress me, right? spacetoaster posted:New thread title. To be fair, that's basically what the current title is. Is this thread just a honeypot to make fun of people for asking questions?
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Aug 26, 2019 20:46
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KnifeWrench posted:To be fair, that's basically what the current title is. Is this thread just a honeypot to make fun of people for asking questions? Nope, but this thread doesn't answer specific actual questions that people should be specifically actually asking their lawyer. You're seeking legal advice about your actual real-world situation. You shouldn't be looking for that from random people on the internet. Unless you show up with some sovcit stuff, then all bets are off. Maybe if you'd come at it as a hypothetical? Just that question on its own? But you wrapped it up with your irl stuff and made it real, it got awkward. Bad Munki fucked around with this message at 20:53 on Aug 26, 2019 |
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Aug 26, 2019 20:50
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KnifeWrench posted:Yes, it does, but the short notice has made that difficult, so I thought a general inquiry about "in what circumstances is this a bad idea" would be a harmless additional step to take. gently caress me, right? Now, I may just be a simply country lawyer but entering into any contract on "short notice" seems like a really dumb idea. Just a general life tip. (yes, I know, your case is different for [reasons] so you just have to, I'm just saying)
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Aug 26, 2019 20:50
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Bad Munki posted:Nope, but this thread doesn't answer specific actual questions that people should be specifically actually asking their lawyer. You're seeking legal advice about your actual real-world situation. You shouldn't be looking for that from random people on the internet. Unless you show up with some sovcit stuff, then all bets are off. I thought I was providing context to help people understand why I was asking my general, not specific, questions: KnifeWrench posted:Under what circumstances should I be concerned about the lack of an indemnity clause? Is this common? Are they applicable rarely enough that this would need to be an otherwise sketchy arrangement with a rando to make it a dealbreaker?. Because usually when people ask vague contextless questions in other threads, the answer always comes back "why are you asking? What do you need this for? Can you provide more detail?" In hindsight, I get why legal stuff is the opposite, but I guess it's too late now. Oh well. Thanks anyway.
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Aug 26, 2019 20:57
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From what you're saying if you sign this contract with no clause you are setting yourself up to get sued so maybe don't do that
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Aug 26, 2019 21:12
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Knowing nothing else it seems like the main question you should ask yourself is, if you don't get indemnity for whatever event should trigger it, where will that leave you? If you don't like the answer don't sign.
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Aug 26, 2019 21:22
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KnifeWrench posted:My understanding of indemnity is limited, but this feels like it's exposing them to more risk than me, and it is symmetric, so maybe it should be fine? But obviously my relative lack of experience has me a bit concerned that I am missing something terrifying and should run screaming. To speak generally about an indemnification clause: The point of an indemnification clause is for a party ("Indemnified Party") to be able to run screaming to the other party ("Indemnifying Party") in the event the Indemnifying Party has done something that results in a lawsuit against the Indemnified Party. Now, if you think about it for a minute, if the Indemnifying Party has done something that results in a lawsuit against the Indemnified Party, isn't the Indemnifying Party responsible for that anyway? Maybe. And that's where you get into more of the details. But more importantly, an indemnification clause almost always includes a duty to defend, which means an Indemnified Party can pretty must just yell "hot potato" and toss the lawsuit to the Indemnifying Party immediately, rather than having to get their lawyer to drag the Indemnifying Party into the lawsuit. Back to the maybe a bit. There are some major classes of indemnification obligations that you commonly see: 1. Claims arising as a result of a party's acts or omissions related to the agreement. These could be the Indemnifying Party's responsibility absent a clause or not; it's so sweeping it literally sweeps in acts that are done correctly and legally. 2. Claims arising as a result of a breach of the agreement. These could be the Indemnifying Party's responsibility absent a clause or not. It would depend on whether the agreement was just requiring an existing duty (compliance with law) or not (all reports must be stapled). 3. Claims arising as a result of a party's negligence or wilful misconduct. These would more likely be the Indemnifying Party's responsibility in either event, since they are breaching an existing legal duty. 4. Claims arising as a result of a party's violation of law. These would more likely be the Indemnifying Party's responsibility in either event, since they are breaching an existing legal duty. That's about all I can say generally. And of course, it would be much more of an uncertain pain in the rear end to get the Indemnifying Party to actually handle things absent the clause, their duties are uncertain until litigated, etc. etc. ulmont fucked around with this message at 21:52 on Aug 26, 2019 |
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Aug 26, 2019 21:48
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Not a US lawyer so I'll take a stab at it for funsies. There's no such as thing as "no indemnity" unless you expressly agree to it (and maybe not even then). So if "they" (whoever that is) "took out" (whatever that means) the "indemnity clause" (whatever that means) and there is no other clause that regulates "indemnity" (again, whatever that means) then very likely the general principles for assigning damages specific to your jurisdiction, including precedent from local courts, will apply. There's no general advice we can give you here, even if we wanted to. As a general rule damages can't exceed the foreseeable consequences of your actions (varies according to your jurisdiction) so if I had 100% no info on your hypothetical case, I'd ask you "if you gently caress up, how badly can you gently caress up? can you cover the cost of loving up that badly?". If the answer is no, don't sign. Unless they're paying you a lot of money in which case, maybe? ¯\_(ツ)_/¯ KnifeWrench posted:the advice I got from an experienced colleague of mine regarding reviewing contacts was to "make sure your contact has a mutual indemnity clause" I'm gonna guess that what your colleague was talking about here was an mutual indemnity waiver clause, where both parties agree to not make any claims for damages for any reason.
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Aug 26, 2019 21:53
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I feel like if I were hiring an electrical engineer to do some work on my building and he asked for a mutual indemnity clause I would immediately say some sequence of "What?", "Where is your professional liability insurance?" and "Is this qualification written on the back of a restaurant napkin?" e: or a mutual indemnity waiver. That's something big companies engaging in commercial transactions with each other do because 'gently caress it we'll take our own risk this works out'. It's not something someone selling a service does unless they plan on really loving up
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Aug 26, 2019 23:22
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Alchenar posted:I feel like if I were hiring an electrical engineer to do some work on my building and he asked for a mutual indemnity clause I would immediately say some sequence of "What?", "Where is your professional liability insurance?" and "Is this qualification written on the back of a restaurant napkin?" Yeah, it seems really weird to me that an EE would be asking for mutual indemnification. If you hosed up and got sued, well, yeah, you probably should be. If you didn't, and they did, and you got sued...it would take some weird thinking to try to find the real risk there. A common use of indemnification is in the certification by a contractor that they aren't infringing copyright/etc in their work, so the buyer is protected.
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Aug 26, 2019 23:49
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Thanks everyone for the explanations. That helps corroborate the understanding I had from my own research. I genuinely don't expect it to come up, but as a non-lawyer, I don't like to take for granted that I'm reading things correctly.
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Aug 27, 2019 00:02
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Go talk to a lawyer today. Assessing whether indemnity is relevant/necessary for your situation requires actual legal advice, for which a lawyer would be liable if they are wrong, and therefore they should charge you and you should pay for it.
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Aug 27, 2019 14:44
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Mutual indemnity agreements so exist. They’re known as “knock for knock” agreements and basically both sides agree to indemnify the other for any loss or injury to their own people or property (or that of their subcontractors) regardless of who is at fault. They’re common in offshore and oil & gas contexts because of the potential for vast and extraordinary exposure in those industries. Not sure why/if that’s what your buddy is suggesting.
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Aug 27, 2019 14:56
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Indemnification can definitely be a thing in engineering consulting. It's not a function of not taking professional responsibility for the consequences of your work. It's because large scale industrial work has so many interrelationships that in theory need to be managed by the owner but in reality may not be, and so your $5,000 engineering contract to replace a control valve may play a part in a chemical release that destroys a town. While it may not be your fault, you are getting pulled in. So the owner, who has the pockets to deal with the situation if it arises but doesn't want to pay a hundred grand for every small project to cover the unlikely but huge potential damages will be asked to indemnify and defend the consultant in certain situations.
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Aug 28, 2019 17:39
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Anyone here know if there is any service that will do remote notarization services for non-US citizens? Something like notarize.com, but they don't service people who don't have SSNs.
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Aug 29, 2019 15:05
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Ur Getting Fatter posted:Anyone here know if there is any service that will do remote notarization services for non-US citizens? Something like notarize.com, but they don't service people who don't have SSNs. How can someone legally notarize something remotely? The literal purpose of a Notary is so that there is a witness, who can be called to testify, that they witnessed an individual sign something. Edit: looks like they face-time the signing. Thats wild. I guess it would hold up, I can't imagine a Jury watching the video and saying, "Nah, we still don't believe they signed it." blarzgh fucked around with this message at 15:20 on Aug 29, 2019 |
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Aug 29, 2019 15:18
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There are iirc electronic (remote) notary services being developed I don’t know . Pa has one https://www.dos.pa.gov/OtherServices/Notaries/E-Notary/Pages/Electronic%20Notarization.aspx You don’t need a Ssn to have something notarized in person in any jurisdiction I’m familiar with
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Aug 29, 2019 15:22
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anal but you can see if such service exists in a consulate office
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Aug 29, 2019 15:22
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Submarine Sandpaper posted:anal but you can see if such service exists in a consulate office not aware of consulate offices that provide that sort of service. sounds pretty illegal.
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Aug 29, 2019 15:23
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evilweasel posted:not aware of consulate offices that provide that sort of service. sounds pretty illegal. notarizing or doing remote?
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Aug 29, 2019 15:29
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Consulates do have notarization services, but it's by appointment only and right now the next appointment is like a month out. Edit: turns out NotaryCam offers services to non-US citizens! dpkg chopra fucked around with this message at 16:38 on Aug 29, 2019 |
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Aug 29, 2019 16:19
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Is this where we post sovereign citizens? Florida Man and literal crazy person Edward Shane West-El wants 2.5 million and for you to know that he's Not a Corporate Person or Entity, Misreresented by Fraudulent Construct of ALL CAPITAL LETTERS https://www.courtlistener.com/recap/gov.uscourts.flsd.556441/gov.uscourts.flsd.556441.1.0.pdf
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Aug 29, 2019 16:20
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Submarine Sandpaper posted:notarizing or doing remote? anal
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Aug 29, 2019 16:27
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CarForumPoster posted:Is this where we post sovereign citizens? Florida Man and literal crazy person Edward Shane West-El wants 2.5 million and for you to know that he's Not a Corporate Person or Entity, Misreresented by Fraudulent Construct of ALL CAPITAL LETTERS I had to look up what the Zodiac Constituation is and lmaooooooooooo http://moorishdirectory.com/wp-content/uploads/2014/10/Zodiac-Constitution-by-CM-Bey.pdf
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Aug 29, 2019 16:28
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CarForumPoster posted:Is this where we post sovereign citizens? Florida Man and literal crazy person Edward Shane West-El wants 2.5 million and for you to know that he's Not a Corporate Person or Entity, Misreresented by Fraudulent Construct of ALL CAPITAL LETTERS [Zip Exempt] is a new one, haven't seen that from a sovcit before
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Aug 29, 2019 16:34
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EwokEntourage posted:[Zip Exempt] is a new one, haven't seen that from a sovcit before It’s good to see that innovation continues in the sovcit community!
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Aug 29, 2019 17:38
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evilweasel posted:anal butt the cia is in there as well
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Aug 29, 2019 17:39
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Can anyone point me to the tree law thread? I have archives, if it's not live any more. Thanks!
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Aug 29, 2019 18:02
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So I'm renewing my apt lease, and they sent the contract which was signed via hellosign and it showed a 15/mo increase. No problem, my fiance and I signed and when we finished we got the little "executed" pop up. The next day they call and say it was a mistake and that it's going to be $75 more per month. My first thought was they should have figured that out before sending it off for us to sign, but since I haven't seen their signature on the PDF I'm not sure if it's a thing I can yell at them about. (Technically I can always yell at them but you get the idea). We're in MO so I assume we're just hosed but just wanted to double check.
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Aug 30, 2019 17:47
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Did you keep a copy (somehow) of what you signed yesterday?
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Aug 30, 2019 21:32
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Chicken sandwich anyone? I'm not really sure how he's actually harmed much less how he got representation to sign off on it. Or is this a bored/lovely/dumb attorney/relative helping/hoping for a contingency? https://www.al.com/news/2019/08/man-sues-popeyes-for-running-out-of-chicken-sandwiches.html toplitzin fucked around with this message at 14:25 on Sep 1, 2019 |
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Aug 31, 2019 20:00
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Isn’t deceptive advertising one of those things where you don’t really need to prove damages to get a payout?
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Sep 1, 2019 18:58
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This is amazing https://www.timesfreepress.com/news/breakingnews/story/2019/aug/29/chattanooga-man-sues-popeyes-running-out-popular-chicken-sandwich/502385/quote:Barr has since been making regular trips to Popeyes locations on Broad Street, Highway 58, Brainerd Road and Ringgold Road. He's been driving from one location to the next, allegedly being told by employees that they're sold out and that he should try another store.
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Sep 1, 2019 19:06
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Hub Cat posted:This is amazing https://www.timesfreepress.com/news/breakingnews/story/2019/aug/29/chattanooga-man-sues-popeyes-running-out-popular-chicken-sandwich/502385/ I was disappointed that it wasn't about William Barr.
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Sep 1, 2019 20:09
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Oh boy, if he thought his friends were laughing at him before...
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Sep 1, 2019 21:11
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What is the world coming to if you can't even trust back alley chicken sandwich men??
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Sep 1, 2019 21:22
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