Barry M. Klayman and Mark E. Felger Chancery Holds First-Party Claims Covered by Standard Indemnity Provision in LLC Agreement Absent Express Contrary Intent
A long line of cases has held that a standard indemnification provision in a bilateral commercial contract will be presumed not to provide for fee-shifting with respect to claims between the contracting parties absent a clear and unequivocal articulation of an intent to do so.
December 09, 2020 at 09:00 AM
7 minute read
A long line of cases has held that a standard indemnification provision in a bilateral commercial contract will be presumed not to provide for fee-shifting with respect to claims between the contracting parties absent a clear and unequivocal articulation of an intent to do so. In International Rail Partners v. American Rail Partners, C.A. No. 2020-0177-PAF (Del. Ch. Nov. 24, 2020), Vice Chancellor Paul Fioravanti refused to extend that presumption to indemnification and advancement provisions in limited liability company agreements.
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