Contrats

A private, binding alternative to a courtroom: a neutral arbitrator hears the dispute and issues an award that is very hard to appeal.

Arbitration is a form of alternative dispute resolution in which the parties submit a dispute to one or more neutral arbitrators whose decision — the award — is binding and enforceable in court, with extremely limited grounds for appeal.

Pourquoi c’est important : Arbitration clauses are now in most commercial contracts, subcontracts, franchise agreements and employment agreements. If your contract has one, you have already given up the right to a jury trial for that dispute, so the clause deserves reading before signature rather than after a problem.

A facilitated negotiation with a neutral third party. Non-binding, confidential, and the cheapest way most disputes actually end.

Mediation is a voluntary, non-binding process in which a neutral mediator helps disputing parties reach their own settlement. The mediator does not decide anything; the outcome is a negotiated agreement or no agreement at all.

Pourquoi c’est important : Mediation resolves a large share of commercial disputes, usually in a day, for a fraction of what litigation or arbitration costs. Mediation is frequently written into commercial contracts as a required step before litigation, and many courts operate their own mediation programmes — so it is often a stage in the process rather than a choice.

The property equivalent of a liability certificate — the form lenders and landlords ask for.

Evidence of property insurance, commonly the ACORD 28 form, documents property coverage in force — limits, deductibles, valuation basis and mortgagee or loss payee interests — for lenders, landlords and other interested parties.

Pourquoi c’est important : Lenders require it at closing and annually thereafter, and it must name them correctly as mortgagee or loss payee. A wrong name or a missing interest is the most common reason a closing stalls on insurance.

A promise not to hold the other party responsible for losses. Usually paired with, and often confused with, indemnification.

A hold harmless agreement is a contractual provision in which one party agrees not to hold the other liable for specified losses. It is frequently combined with an indemnity obligation in a single "indemnify, defend and hold harmless" clause.

Pourquoi c’est important : The three verbs do different work. Indemnify means pay for losses. Defend means fund the legal defense from the outset. Hold harmless means waive your own claims against the other party. A clause containing all three is significantly broader than one containing only the first.

A contract promise to cover someone else’s losses. The most dangerous paragraph in most commercial agreements.

An indemnification clause is a contractual agreement by one party to compensate another for specified losses, damages, claims or expenses, often including a duty to defend. Scope varies from limited (your negligence only) to broad (any claim arising from the work, regardless of fault).

Pourquoi c’est important : This clause, not your insurance limit, frequently defines your real exposure. A broad indemnity where you agree to cover the other party for any claim arising from the engagement — including claims caused by their own negligence — can exceed what your policy will pay, and the excess is yours.

Legal responsibility for harm you caused outside of a contract. It is the exposure liability insurance exists to cover.

Tort liability is legal responsibility for a civil wrong — negligence, nuisance, defamation, or an intentional act — that causes injury or damage to another party, arising independently of any contract between them.

Pourquoi c’est important : Almost every claim your general liability and professional liability policies pay is a tort claim. Someone alleges you owed them a duty of care, breached it, and caused them measurable harm. Understanding that structure tells you what your insurer will actually be arguing about.

A commercial lease where you pay taxes, insurance and maintenance on top of rent — and carry the insurance obligations.

A triple net lease is a commercial lease in which the tenant pays property taxes, building insurance and maintenance costs in addition to base rent, and typically assumes specified insurance and indemnity obligations.

Pourquoi c’est important : The insurance exhibit in an NNN lease is a real obligation, not boilerplate. It usually requires general liability at specified limits, landlord as additional insured, waiver of subrogation, and property coverage for your improvements and contents — plus evidence before you take possession.

Being held responsible for someone else’s conduct — your employees, and sometimes your subcontractors.

Vicarious liability is legal responsibility imposed on one party for the acts of another, most commonly an employer for the acts of employees within the scope of employment, and in some circumstances a business for the acts of its agents or subcontractors.

Pourquoi c’est important : This is why your business gets sued for something an employee did. An employee driving on company business, a technician damaging a client’s property, a crew member injuring a bystander — the claim names the business, not just the individual.