Joint and several liability
A boilerplate joint and several liability clause, addressing contractual situations where two or more parties to a commercial contract share an obligation. Without express provision, a shared promise is typically considered joint, but this clause offers drafting options to define whether liability is joint, several, or joint and several. The choice affects the allocation of risk between the promisee and the co-obligors, in case of a co-obligor's default or death. The accompanying drafting notes explore the practical consequences of each liability structure, including how joint and several liability can offer the promisee more robust enforcement options. They offer guidance on the choice between the various options. Finally, they suggest key issues to consider, including contribution claims between co-obligors and the risk that a settlement with one party could release others from their obligations.
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