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| And that’s about it. An {{t|indemnity}} gives you a right to sue where, without it, you would not have one. | | And that’s about it. An {{t|indemnity}} gives you a right to sue where, without it, you would not have one. |
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| In any case, '''[[indemnities]] should not, ''ever'', cover losses arising from [[breach of contract]]'''. Like, ''ever''. Anyone who tells you anything different — and in this old salt’s long and grim experience, many people who should know far better will — should be [[Get your coat|directed to the coat check]].
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| Here is why: if the other guy has breached the contract, [[Q.E.D.]] ''you have a right of action under the {{t|contract}}''. You don’t need an {{t|indemnity}}. This is self-evidently true. | | ====[[Indemnity for breach of contract]]? ''No'', sir.==== |
| | | In any case, '''[[indemnities]] should not, ''ever'', cover losses arising from [[breach of contract]]'''. Like, ''ever''. Anyone who tells you anything different — and in this old salt’s long and grim experience, many people who should know far better will — should be [[Get your coat|directed to the coat check]]. Here is why: if the other guy has breached the contract, [[Q.E.D.]] ''you have a right of action under the {{t|contract}}''. You don’t need an {{t|indemnity}}. This is self-evidently true. |
| Do not start babbling on about how an indemnity relieves the indemnified party the burden of all that tedious mucking around establishing causation, foreseeability and so on: if the loss is that indeterminate, it is not suitable for an indemnity, and the court will require you to prove causation and foreseeability anyway. There are important limitations on one’s liability for [[breach of contract]] — questions of [[causation]], [[remoteness of damage]], [[foreseeability]] and proof of [[loss]] — developed over centuries in the Darwinian crucible of the [[common law]]. They are there for the very good reason that, when things turn to ''vanillasoß'', the parties to a contract are certain to disagree about how badly they are wounded and who is at fault. This is a function of their motivated irrationality and conflicting interests.
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| The reason — the ''only'' reason, readers — a [[well-crafted indemnity]] is supposed to be exempt from this kind of enquiry is that ''it is meant to be a pre-agreed amount'', so there is no ''need'' to get into [[foreseeability]], [[causation]], quantum and so on. You ''did'' foresee it. You ''did'' quantify it: you wrote it into the contract. Hence, if you are inclined to seek indemnification “for any loss of [[any type, kind or variety]] that the [[indemnified party]] shall on its own [[Certificate of indebtedness|certification]] suffer” — and there is scarcely a [[corporate services provider]] out there who is not — you should not be seeking an indemnity. You should be putting on a tin hat and going with a year’s supply of tinned beans and a musket to sit in an air-raid shelter.
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