Alack v. Vic Tanny International of Missouri, Inc.
923 S.W.2d 330 | Supreme Court of Missouri | 1996
What This Case Means for Subcontractors
A health club member was injured by faulty equipment and sued despite signing a contract with a broad release clause. Missouri's Supreme Court ruled that vague release language—even if it says 'any and all claims'—cannot block negligence lawsuits unless the word 'negligence' or 'fault' appears clearly and conspicuously in the contract. The court enforced the negligence claim and upheld a $17,000 judgment. For subcontractors, this means overly broad indemnity clauses without specific negligence language may not protect you from liability claims.
Key Takeaways
- •Generic release language like 'any and all claims' is not enough to waive negligence liability—you must use the word 'negligence' or 'fault' explicitly and prominently
- •Ambiguous exculpatory clauses will be interpreted against the party who drafted them, so draft indemnity agreements with crystal-clear language naming specific risks
- •Include conspicuous language in your subcontract indemnity clauses that specifically references 'negligence,' 'fault,' and 'bodily injury' to strengthen enforceability
The words 'negligence' or 'fault' or their equivalents must be used conspicuously.
Frequently Asked Question
Will my broad indemnity clause protect me from negligence claims if I don't use the word 'negligence'?
No. Missouri courts require that indemnity and release clauses explicitly use the word 'negligence' or 'fault' in clear, conspicuous language to be enforceable against negligence claims. Vague language like 'any and all claims' is not sufficient. Always include specific negligence language in your subcontract indemnity provisions.
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