Joe Boggins, CAE, Attorney, Icenogle & Sullivan
Paula Rigling, CMP, President, Meeting Planning
Always include in a contract the correct name of
the organization (not a d/b/a)
Always include your title in the signature line
Make sure you are signing the contract in a
Add this language to contracts for additional individual
“Under no circumstances will there be any individual
responsibility by a staff member or officer of the association
for payments under this or related contracts or credit
Meetings often include more than one written hotel
agreement, for example, for food and
beverages. The language quoted above would take
care of incorrectly signing an ancillary contract.
Direct Billing Credit Applications
In a related manner, many direct billing credit
applications include a line such as “I/We agree to be
financially responsible . . .”
You’ll want to delete that line from the application
before and make sure you are signing it in a
For Meetings Dependent on Using
the Convention Center
If you are using a hotel and the convention
center, you will want to add in a clause that
releases you from the hotel contract should the
convention center become unavailable for your
conference. And state the address of the
convention center in case a new one is built
Go for Reciprocity
The cancellation damage formula should always apply to
both parties. Proving damages is often difficult.
Make sure the damage schedule applies to both parties.
A meeting planner can’t always anticipate the variety of
bad things that can happen. Therefore, include in the Force
Majeure paragraph in addition to Acts of God, etc. the word
“impracticable” or the phrase “commercially not feasible to
hold the meeting.”
If a hurricane veers away from Corpus Christi a couple of days
before the anticipated landfall, it would no longer literally
be impossible to hold the event, but an exec can’t wait until
the last minute to cancel.
Liability insurance policies are intended to cover
common law liability, that is, to protect the
organization from negligent acts of employees that
cause harm when the employee is acting within the
scope of that person’s employment and sometimes
also for agents acting on behalf of the association.
Many hotel and convention center meeting contracts
impose liability on the organization for the negligent
damage caused by, for example, registrants and
A common insurance policy exclusion is for contractually
assumed liability, that is, for non common law liability.
If you sign the contract with this provision, your insurance
policy won’t cover you in case of a claim if this exclusion
is in your policy.
A special type of liability insurance called
Contractually Assumed Liability Insurance is
When in doubt whether the association is
covered because of any contractual
provision, send a copy of the agreement to
your insurance agent or broker and ask
whether there is coverage.
Your insurance company could choose to sue a third party
to recover the amount of a claim they paid if the loss was
caused by that third party. This is called subrogation.
Many facility contracts require you to waive your right of
subrogation (and therefore your insurance company's
rights) against them in the event of a claim.
By waiving the right of subrogation, you may be invalidating
your insurance coverage.
Subrogation should never be waived without the written
permission of the association’s liability insurance
Contract Clauses to Include
To avoid the embarrassment and bad P.R. of a member being
able to get a lower hotel rate online than the association is
offering, specify in the contract that with certain exceptions,
such as airline crews, your group will be charged the lowest
To avoid disruption to the meeting from construction, include
a provision requiring that the association be notified if this is
to happen and alternative space be made available or the
work will not take place during the association event.
If as is typical, a hotel room rate includes a rebate, say a
few dollars for the association to pay for buses, for
instance, be sure to make a general statement to that
effect in registration publicity and include a comment to
contact the association for details if desired. Class action
lawsuits have been filed based on undisclosed fees.
Ask the Attorney
How should a planner respond to a contract clause asking
the group to indemnify the hotel against any “claim of
liability for personal injury” resulting from a food allergy
reaction which has not been previously disclosed BY THE
GROUP to the hotel.
What if the attendee hasn’t disclosed their allergy to the
organization in advance?