I fuckin’ hate lawyers. Twice this week, I have looked at legal documents that include blanket indemnification clauses. One was a contract presented to freelance writers by one of the magazines for which I’m a semi-regular contributor. The other was a form I might want to fill out and sign, requesting exhibitor space at the local public library.
The contract for freelance writers I don’t propose to comment on at this time. Negotiations are ongoing. Instead, let’s look at the library’s “Display/Exhibit Space Request.”
This document includes the following charming clause: “I agree to indemnify, defend and hold harmless, the City of Livermore, its officers, employees, appointive boards and the Livermore Public Library from and against any and all loss, liability, claims, lawsuits, damage or injury of any kind, including, without limitation, claims for monetary loss, intellectual property infringement, property damage, equitable relief, personal injury, or wrongful death, arising out of or in any way connected to the display or exhibit.”
Lawyers are not, by and large, concerned with what is fair, equitable, or just. They are concerned solely and entirely with protecting their clients from legal exposure or liability. That’s what this clause is about. We can be fairly certain it was drafted by someone in the city attorney’s office. I think we can safely conclude that whoever drafted it does not give a flying crap about the local citizens who might want to use the library’s wonderful exhibit space. The attorneys who drafted and signed off on this sentence care only about protecting the city from any sort of financial risk. That’s their job.
The key phrases are “any and all,” “without limitation,” and “in any way connected.” Only a suicidal moron would sign a document containing this kind of language. If you’ve ever exhibited at the library under this policy, then either you haven’t thought it through, or you secretly like the idea that you might end up homeless, or possibly both.
Oh, but what could possibly go wrong? Let’s see if we can think of an example.
Some of the paintings I’m interested in exhibiting (my father’s work) are large. They would be hanging from the wall. So let’s suppose a painting comes loose from its hook, topples outward, and a corner hits a three-year-old child in the eye, causing irreparable damage to the child’s eye. Let’s further suppose that the reason the painting comes loose is due to either a structural defect in the library’s art hanging system, or to the fact that a previous visitor had pulled on the painting to try to get it loose, in an act of vandalism.
I would be liable. I would have to write a huge check to cover both the child’s medical bills and possibly an award for emotional damages, even though I did nothing to contribute to the accident. What’s more, the legal document doesn’t include any language that would require a finding in court that I was at fault. No — the city attorney could offer the child and its family an out-of-court settlement, and I would still have to write the check. That’s what the word “claims” means. If there’s a claim, I have to pay.
Do I feel like fighting city hall? Not this week, thanks. The library’s visitors are the losers in this situation: They will never get to see an exhibit of my father’s work. Vita brevis, ars in dumpstero, as the Romans might have put it.