Contractual Applications of Negligence/ Gross Negligence ...

10 The M & A Lawyer April 2005 2005 Glasser LegalWorksContractual Applications of Negligence / Gross Negligence Standards:Considerations Under New York Law By David ShineDavid Shine is a partner inthe New York corporate department of Fried, Frank, Harris,Shriver & Jacobson LLP. He would like to thank AmandaWood an associate inFried, Frank s New York corporate department, for her helpin preparing this negotiations involving indemnities andreleases often include intense debate as to whether areleased or indemnified party should lose its protec-tion in the event of its Negligence or, alternatively, inthe event of its Gross Negligence . Given this high threshold for grossnegligence, before allowing it as anapplicable standard of conduct, aparty should carefully consider thetypes of behavior that would notviolate a Gross Negligence standardand whether this standard thenmakes sense in the context of theproposed pressed as to the real difference betweenthese standards, corporate l

may seek contractual indemnity in a situation where the party was grossly negligent. In Austro v. Niagara Mohawk Power,6 a power company, as the defendant in a personal injury action, sought indemnity from the third-party defendant construction company under terms of the construction contract by which the

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  Indemnity, Contractual, Contractual indemnity

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