Test yourself

An exclusion clause is a term in a contract that seeks to exclude or limit the liability of one of its parties. For example, it may state that a party has no liability if the contract is breached or seeks to limit the range of remedies available or the time they can be claimed.
indirect; save; equity; arising; profit; negligence; liability;

Fill in the gaps in the clause below by choosing the correct word from the list.
Consequential Loss
(1 p.) as expressly provided in this Agreement, neither Party shall have any (1 p.) to the other for any breach of this Agreement, whether in contract or tort, or in law or (1 p.) (regardless of whether such breach was occasioned by (1 p.) ), and in particular (but without limitation), neither Party shall have any liability for consequential, incidental or (1 p.) loss or loss of (1 p.) or loss of business opportunity (1 p.) out of or in connection with this Agreement.

Additional Practice

There is an automatic presumption that a breaching party will not be liable for consequential loss in the common law. However, lawyers prefer to include an exclusion clause in contracts to make sure that their clients will not be liable for consequential loss in the event of a breach.

Read the clause and think how you would paraphrase the underlined words and expressions to your client. Use plain English.

Consequential Loss.
Save as expressly provided in this Agreement, neither Party shall have any liability to the other for any breach of this Agreement, whether in contract or tort, or in law or equity (regardless of whether such breach was occasioned by negligence ), and in particular (but without limitation), neither Party shall have any liability for consequential , incidental or indirect loss or loss of profit or loss of business opportunity arising out of or in connection with this Agreement.


ANSWERS

Save as – except for
Expressly – clearly, in writing
Breach – when one party does not perform their obligation(s) under the contract
Occasioned – caused
Negligence – not being careful, causing harm to another person, breaching the duty of care
Consequential loss – something that you suffer as an indirect result of the breach of contract; indirect or remote loss, not foreseeable by the breaching party at the moment of entering into a contract, usually not recoverable
Indirect loss – is the same as consequential or remote loss
Liability in law – monetary damages
Liability in equity – other type of remedies when money is not enough or adequate (e.g. specific performance, injunction, etc.)