Grossing Up Your Exclusion Clause: The Devil In The Detail

Gross or mere negligence? Many a debate has been had arguing whether to permit the supposedly "lesser" obligations of mere negligence.

As lawyers, the primary objective in negotiating any deal is to achieve the best commercial objective for your client, mindful of any potential pitfalls.

Often, your client may be entering into a deal as a non-primary party (ie, neither as borrower or financier), and would accordingly seek to have their liability limited in all circumstances except in the event of fraud, default or negligence.

In the rush of having the deal completed, it is understandable that a not great deal of thought is given to such enforcement terms beyond ensuring that they are present in the documents that your client enters into.