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08-27-2019, 07:22 PM
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Join Date: Jul 2019
Location: Crookston, MN
Posts: 4
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Indemnify Seller Clause
I'm in the process of purchasing an RV12 from a person who purchased it from the builder. The seller has been conducting his own annual condition inspections. He is requiring a clause in the purchase agreement that would require that I indemnify him from any claim. Is it common for buyers to agree to indemnify a seller?
Another question is if it's possible for me as the buyer to purchase insurance that would cover indemnifying the seller? I know that some insurance companies will cover the seller for up to a year after the sale under the sellers policy. I have not been able to find any coverage that I can purchase as the buyer however.
Thanks in advance for your input.
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08-27-2019, 07:56 PM
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Join Date: Dec 2010
Location: Floyds Knobs, IN
Posts: 633
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EAA version sample link
__________________
RV-6, bought from builder.
O-320, slider, carb, mags, FP
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08-27-2019, 08:43 PM
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Join Date: Jan 2018
Location: Fremont
Posts: 59
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cool, you read it, now you have to indemnify the EAA as well:
Quote:
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INDEMNIFY AND HOLD EAA AND ITS AFFILIATED OR RELATED ORGANIZATIONS HARMLESS
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08-28-2019, 12:09 AM
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Join Date: Jul 2013
Location: US
Posts: 2,251
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IANAL, but I did sleep in a Holiday Inn Express recently  . I'm pretty sure that one cannot waive someone *else's* rights, including the right to make a claim (suit) in the event of injury or death. So this clause
Quote:
THIS WAIVER AND RELEASE IS BINDING ON THE
HEIRS, PERSONAL REPRESENTATIVES AND ASSIGNS OF THE PURCHASER,
SUBSEQUENT OWNER, PILOTS AND PASSENGERS.
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is probably not going to hold up to good lawyering by, say, the family of the purchaser or their passengers in the event of a fatality or injury to the passengers.
I certainly could be wrong, as I said, I'm not a lawyer, but this has come up from time to time here (and elsewhere). Your best bet is to talk to a lawyer...answers you get on internet forums are going to be wide, varied and probably wrong  . Mine included LOL!
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2019 Dues paid!
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08-28-2019, 12:43 AM
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Join Date: Jan 2018
Location: Fremont
Posts: 59
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Sneaky lawyers... To my non-professional knowledge, once you've agreed to indemnify somebody... the insurance is not gonna cover you. quite the contrary, all insurance policies have a clause prohibiting "assumed liability"
Good news is, I've read somewhere that in order to really give away an indemnification promise it has to be written in a large font on a separate sheet of paper, yada yada... in California.
I personally absolutely hate signing any agreements containing indemnification clauses.
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08-28-2019, 05:42 AM
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Join Date: Oct 2005
Location: 08A
Posts: 9,500
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Quote:
Originally Posted by GottaFly
He is requiring a clause in the purchase agreement that would require that I indemnify him from any claim. Is it common for buyers to agree to indemnify a seller?
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Specific to your question, yes.
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Dan Horton
RV-8 SS
Barrett IO-390
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08-28-2019, 05:55 AM
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Join Date: Dec 2010
Location: Floyds Knobs, IN
Posts: 633
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That is what I tried to say- yes, common use.
Does it work? Mileage varies, I have seen it as bad as it gets- all still pay lawyers a lot for defense of civil suits in case of fatalities, which will take years, also.
Gladly, seen from a distance. Other than the time and defense, seemed like a pretty fruitless suit effort. - YMMV.
My opinion- if you think the word "indemnify" is important, charge up your industrial sawzall and prepare to recycle.
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RV-6, bought from builder.
O-320, slider, carb, mags, FP
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08-28-2019, 08:17 AM
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Join Date: May 2016
Location: St Albert, Alberta, Canada
Posts: 515
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Saddest thing I’ve ever read, and a most difficult video to watch....it would have been nice if a clause could have saved it.
https://www.reddit.com/r/aviation/co...ical_to_avoid/
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Randy P.
1st time builder
RV10 - QB wings and fuse. Working on cabin top
St. Albert, Alberta, Canada
Reserved:C-GRPY
Last edited by RandyAB : 08-28-2019 at 08:20 AM.
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08-28-2019, 08:55 AM
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Join Date: Apr 2015
Location: Ponte Vedra, FL
Posts: 1,474
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For me, the critical question would be - has anyone ever successfully sued or otherwise received compensation from the builder of an experimental aircraft for a defect in construction, or from a prior owner based on some error in maintenance? If so, based on what standard? The builder can always go back to the aircraft passing its original airworthiness inspection and builder/owner can show evidence of maintenance/annual inspections/etc. Who holds builders/owners to a maintenance standard and what is the standard? Who would testify as an expert against the builder/owner?
If I were buying an experimental aircraft I would base that decision on a careful pre-buy inspection and not have any intention of seeking remedy from the seller for a defect that I failed to discover. It wouldn't bother me to sign a hold harmless/indemnification agreement if I were satisfied with the aircraft based on careful evaluation which is my responsibility.
My experience in the world of torts (medical malpractice as a risk manager for my medical group and as an expert witness) suggests to me that lawyers are not likely to go after a builder/prior owner unless that person has very deep pockets indeed - the deep pockets are usually the target (think manufacturers of engines and other key components).
It would be interesting to hear experience of anyone who's actually aware of lawsuits involving experimentals...
Last edited by mturnerb : 08-28-2019 at 09:01 AM.
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08-28-2019, 09:43 AM
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Join Date: Oct 2013
Location: Schaumburg, IL
Posts: 5,297
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Quote:
Originally Posted by isosceles
Sneaky lawyers... To my non-professional knowledge, once you've agreed to indemnify somebody... the insurance is not gonna cover you. quite the contrary, all insurance policies have a clause prohibiting "assumed liability"
Good news is, I've read somewhere that in order to really give away an indemnification promise it has to be written in a large font on a separate sheet of paper, yada yada... in California.
I personally absolutely hate signing any agreements containing indemnification clauses.
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Must be some loop holes, as no one can get a new plane registered without a bill o sale and you can’t get one from Vans without indemnifying them. I can’t imagine buying anything used where i expect to hold the seller responsible, beyond misrepresentation, which is different than indemnity . Buying something “as is” kind of implies that your are accepting in its current state and the risks that go with it. If not comfortable with that, buy new. Inthis case, the op is buying from a traditional seller, not a builder.
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N64LR - RV-6A / IO-320, Flying as of 8/2015
N11LR - RV-10, Flying as of 12/2019
Last edited by lr172 : 08-28-2019 at 09:54 AM.
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