In a contract what is the difference between indemnify and defend? In a contract what is the difference between indemnify and defend? I often see them used together though I believe there is a subtle difference. If party x is to indemnify party y then x can't sue y. But if y gets in trouble then x will pay for the lawyers to defend y and that's what "defend". Do I understand correctly or what is the difference? A simple example illustrating the difference between indemnify and defend would be appreciated.
Strictly speaking, if party X agrees to indemnify party Y for damage Z, then X is only agreeing to pay Y for realized damages Z. Example: I agree to print something you wrote about about Acme. In exchange, you agree to indemnify and defend me against any defamation claims by Acme. Acme sues me for defamation. Since you agreed to defend me, you have to provide a legal defense against Acme's lawsuit. If you didn't agree to indemnify me, and Acme wins a judgment, you wouldn't be obligated to pay the judgment. If you only agreed to indemnify me, you could choose to let the lawsuit run its course without providing any legal defense. Indemnification only requires you to pay any judgment Acme might win.
Neither The contract is completed when each party has totally fulfilled its obligations under the contract. In this case, it is when the purchaser has consumed or otherwise dealt with the banana to their satisfaction. The vendor has ongoing obligations under the contract until this happens. For example, obligations that the banana is of merchantable quality and fit for purpose. If the purchaser peels the banana and discovers that it is "off" or eats the banana and develops food poisoning then the vendor still has obligations and can be sued under the contract. Yes, I realize that no one is going to sue anyone over a rotten banana but let's assume that "banana" is code for 54km of motorway construction and £1 is actually £1 billion. When is the contract formed? This is not a trivial determination and there are literally hundreds of thousands if not millions of lawsuits that have turned on this exact question. Once the contract is formed its binding on both parties; until then, either can walk away (subject to estoppel) The traditional analysis involves offer and acceptance. In your banana scenario, the shop displaying "Banana's: 50p/each" (it's a fruit shop - they always have unnecessary apostrophes) is not an offer - it is an invitation to treat. An offer is made by Ben placing the banana on the counter and proffering the £1, it is accepted by Sam taking the £1. At this point, the sale is binding on both parties. Ben has fulfilled all his obligations under the contract, Sam still has some. In addition to those discussed above, he owes Ben 50p. Strictly speaking, this is not an obligation under the contract but a debt due and payable. Consumer protection law The proceeding is a strict contract law interpretation - many jurisdictions have consumer protection legislation (and food safety laws for bananas) that impose additional protections and may change the contract law position.
Typically an Answer would have two parts. The first part presents the Defendant's side of the story raised in the Petition in an effort to assert that the Petition when viewed in light of the actual facts hasn't demonstrated a right to relief. The second part sets forth "affirmative defenses", most of which are procedural in nature. An affirmative defense raises some set of circumstances not discussed in the Petition that make it appropriate to deny relief even when, but for the defense, if everything in the Petition was true, this would suffice to establish grounds for relief. For example, procedural defenses might include: failure to meet a deadline, failure to give notice to the proper persons, failure to pay a filing fee, failure to include required information (such as a case number or a statement of facts or a signature) in the Petition, or lack of standing to file the Petition on behalf of the child because parental rights or legal guardianship are absent or because the person filing the Petition isn't an adult. The notion is that the Reply, in theory, should limit itself to responding to the newly raised procedural defenses stated in the Answer, or to new documents provided with the Answer, instead of trying to argue and resolve every dispute of fact or credibility issues between the Petition's version of the facts and the Answer's version of the facts. When in doubt, talk about it in the Reply. At worst, it is beyond the scope of what should be included in a Reply and can be ignored by the hearing officer as harmless. And, sometimes the hearing officer will decide that they want to know what is said even if it isn't strictly within the proper scope of a Reply. Certainly provide any documents that weren't previously provided that rebut the claims in the Answer.
NO (mostly). Servitude means that the employer, or owner of the indenture, or whatever, can use physical force to make the indentee carry out the work given. If the indentee runs away they can be arrested and forcibly returned. This is distinct from the law of contracts. If Alice agrees to provide labour for Bob and subsequently fails to fulfil the contract then Alice may have to pay damages, but that is all. Even in cases of crminial fraud where Alice never meant to provide the labour in the first place, the penalty is defined by law, and would not be the provision of the contracted labour. As the OP notes, military service is generally an indenture-style contract; desertion is a crime. However the other party in that case is the government acting under law rather than a third party acting in their own self-interest. The Universal Declaration of Human Rights prohibits all forms of servitude.
I love Wikipedia to bits, but it's sometimes worth reading the &quot;talk&quot; pages as well as the article, and trying a few other sources. I think this one comes closer : Damages attempt to measure in financial terms the extent of harm a plaintiff has suffered because of a defendant's actions. In the paragraph you're translating, &quot;damages&quot; is used as a broad term : the text then goes on to mention &quot;losses, liabilities, claims, injuries, lawsuits, costs and expenses&quot; as specific forms of damages. &quot;Damages&quot; as highlighted in the translation is the word I would use, as it covers many different things with a financial effect on the plaintiff. &quot;Losses&quot; is more specific, and is already covered in the list that follows. Losses may be considered damages, but not all damages are losses.
Contracts are a relationship between two or more people Just as it is meaningless to speak of marrying yourself, it is equally meaningless to speak of a contract with yourself. Even if you were to draft such a thing, you would not have standing to sue because you can’t sue yourself. Your example probably isn’t a “one person contract” It’s a contract between the car owner (person 1) and the car yard (person 2) - probably a corporation. The fact that person 1 is representing both parties to the contract doesn’t make it a “one person contract”. There are potential conflicts of interest with this but they are not necessarily ones that can’t be overcome. However, if the car owner runs a business as a car dealer as a sole trader, then, no, they cannot make this kind of contract.
What would be the legal validity of this behaviour? Your changes to the browser source of the website contract or license of Terms of Service (TOS) - essentially a "click-wrap" license - before agreeing to it means nothing in a legal sense, other than to void the contract. The other party (the website) can't possibly agree to those contract changes without them being submitted as contractual changes and agreeing to them, if they did agree to them. That's basic contract law. That website TOS probably has a clause that says that if you don't agree to the TOS in full, as written, without modifications, you can't use the website. And the TOS may also say that they reserve the right to prevent you from using the site by closing your account or even blocking your access. Your "witness" to the contract changes is meaningless, as your witness is not a party to the contract. And any witness to the fact that you have changed the terms of the TOS before agreeing to it would work against you in a civil proceeding as proof of your attempt at modifying the contract.
Caveat Keep in mind that words do not have uniform definitions for all times and places and contexts. Words can have different meanings in particular contexts and can be defined in a contract or statute to have a meaning different from the common meaning. "Person" Usually Includes Entities Of Any Kind This said, usually the term "person" in the law refers to any human being and any trust, estate or entity that is capable of suing and being sued and entering into contracts. An "entity" in this sense would often include partnerships, limited liability companies, corporations, non-profit associations (whether or not incorporated), business trusts, joint ventures, local governments, states, the federal government and foreign governments. (I break out trusts and estates separately because there is divided authority in different jurisdictions over whether trusts and estates are entities, or are simply a special hat that the trustee or executor wears that are not entities, which can be relevant in some highly technical situations.) Agency Situations The term "person" is also often used in the sense that it refers to the principal and not the agent, when an agent is taking action on behalf of the principal. Thus, if there is a law that says "a person who enters into a real estate contract must disclose that person's taxpayer identification number", and someone with a power of attorney from you signs a real estate contract on your behalf, the power of attorney agent should disclosure your taxpayer identification number and not theirs. Why Is The Term "Person" Defined So Broadly? One important reason for using the term "person" to apply to entities as well as human beings, is that it allows for statutes and contract terms or case law legal rules to be stated in very general terms without being wordy in a way that accurately reflects how those legal rules or contract terms should apply to entities. For example, a statute using the word "person" might say: A person who is engaged in business in this state must register with the department of business licenses. By using the word "person" in this way, the statute wouldn't have to say instead (probably less accurately and less comprehensibly): Any individual, partnership, limited liability company, corporation, business trust, non-business trust, estate, governmental entity, or other entity, including the principal of any agent acting on behalf of the principal, engaged in business in this state, must register with the department of business licenses. The phrasing without the word "person" would be more likely to create loopholes because some kind of entity is omitted, and would be prone to ambiguity because one would have to decide which words that define the kind of persons and entities that are covered modify which other words in the sentence. Thus, using the word "person" is often makes entities more rather than less accountable to the law, by making legal language more clear and more general (and hence containing fewer loopholes). "Individual" or "Natural Person" Usually the term "individual" or "natural person" would mean a human being, although, of course, there are other senses of the word "individual" such as "an individual Widget" referring to exactly one Widget in particular, as opposed to Widgets in general. Alternative Definitions Of "Person" There are isolated times when the word "person" would not include minors and incapacitated people who are incapable of suing or entering into contracts in their own name due to lack of legal capacity. It isn't uncommon to have a definition of "person" in a statute or contract that omits governmental entities, that omits all kinds of entities, or that omits particular kinds of entities (e.g. foreign entities or corporations). For example, a tax statute might define "person" in a way that includes natural persons and entities, but excludes governments. Some of the definitions of terms like these in the bankruptcy code are particularly non-intuitive.