Commercial Contracts

Limitation of Liability

Also called: Liability Cap, LoL

A clause capping how much one party can be required to pay the other if things go wrong.

These clauses typically cap damages at a set amount or at fees paid over a period, and often exclude indirect or consequential losses such as lost profits. Certain liabilities — fraud, for example — generally cannot be excluded.

Why it matters: the cap frequently determines the real commercial risk of a deal, and is usually far more consequential than the headline price.

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Limitation of Liability — Canadian legal glossary | Lawkin — Lawkin