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Drafting Liquidated Damages Clauses

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Description

Liquidated damages clauses are a risk allocation tool used across business, commercial, real estate and sometimes employment agreements.

On the occurrence of certain carefully defined triggering events, the breaching party is liable for the liquidated damages amount. Triggering events run the gamut from failure to deliver marketable products on a timely basis to early termination of an employment contract.

Though these clauses are intended reduce the risk of post-closing litigation over damages, the scope of damages is not always knowable at closing and poorly drafted clauses may cause more litigation.

This program provides a real world guide to the essential elements of enforceable liquidated damages clauses.

  • Law governing liquidated damages clauses
  • Elements of clauses – damages difficult to quantify and liquidated amount reasonably related to actual damages
  • Guidance on optionality, specificity, self-justification, and triggers
  • Circumstances in which clauses are most effectively used – and those where they are ineffective
  • Practical tips of enhancing enforceability and collecting damages

Contributors

  • Shannon M. Bell

    Shannon M. Bell is a member with Kelly & Walker LLC in Denver. CO, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues. Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen. She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.

    Kelly writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.

    Kelly earned her B.S. from the University of Iowa and her J.D. from the University of Denver.

    Click here for more information about Shannon.

January 13, 2023
Fri 1:00 PM EST

Duration 1H 0M

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