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What is a Release?
As the name would imply, a “release” is a legal document, or sometimes a paragraph in a contract, that releases or gives up some legal claim or right. Releases are used in many areas of the law:
- Litigation: settlements and release of claims
- Property law: release of lien, release of lis pendens
- Finance law: release of mortgage, release of UCC financing statements
- Entertainment law: release to use image/photographs
In general, a release requires identification of three subjects – who is being released, what legal right is being released, and with respect to what topic, document, case, activity, etc.
Typical Language: Who is Released?
The typical release language for an individual is something like this:
“With this release, Party does hereby release and forever discharge the Other Party his/her agents, employees, successors and assigns and his/her respective heirs and their personal representatives, affiliates, successors and assigns and any and all persons. firms or corporation who might be liable or be claimed to be liable …”
The purpose of a release is to free you from any claim that might lead to a lawsuit. As such, when you are receiving a release, you want it to be as broad as possible. You want yourself released, but you want all of your friends and family released, your employees, agents, and everyone else. Thus, language is included covering “heirs” and “agents.” Plus, you want it to cover all time. Thus, the standard release says “release and forever discharge…” When a corporation is being released, additional language is needed to include affiliates, subsidiaries, officers and directors, etc.
Typical Language: What Categories of Claims are Released?
When you are receiving a release, you want to have as many claims and causes of action released as possible. Thus, the typical language is something like this:
“… from any and all matters, claims, complaints, charges, demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, arising from the beginning of time to the date of this Agreement, foreseen or unforeseen, known or unknown …”
As you can see, that language is broad. Every situation is unique, so the language can be tailored even further. For example, words like “arbitrations” and “administrative investigations” can be added if those are applicable in your situation.
Typical Language: What Case, Litigation, Matter is Being Released?
Finally, the release must relate to some matter, case or occurrence and the release usually specifies something particular. A general and total release would finish like this:
“… arising out of any matter, case or occurrence, including but not limited to claims arising out of Party’s contract with Other Party dated May 30, 2009”
Obviously, the final clause should reflect the specifics of your situation. If litigation is being settled, then the case name and case number should be listed. If a mortgage or recorded document is being released, the recordation number and date should be listed.
Releases can be Made in Advance
Releases covering past matters and occurrences are often straightforward and not problematic. However, releases are legally dangerous if they are made in advance. These often go by the name of “waiver of rights” or “waiver of liability.”
In a commercial setting, let’s say a manufacturer asks you, in advance, to waive and release any claim or rights with respect to defectiveness for the products to be delivered. That means that you are legally obligated to buy the products even if they are defective. That would not be good for your business.
Release and waiver clauses in business contracts should be examined closely by a good business lawyer.
Contact San Diego Corporation Law Today
If you would like more information about releases and release clauses in your business contracts, contact attorney Michael Leonard, Esq., of San Diego Corporate Law. Mr. Leonard can be reached at (858) 483-9200 or via email.
