Article 105

What it means when you sign

This article states a principle about using a right. A person who exercises their right lawfully is not liable for any damage that results to others from doing so.

The article is short and sets the general rule. It protects someone who stays within the lawful limits of their right, even if another person suffers harm as a consequence.

When you are about to sign, this article is relevant to clauses where one party reserves a right, such as a right to terminate, to suspend work, to withhold payment or to enforce a term. It means that using a contractual right in a lawful way does not, by itself, make the party liable for the loss that follows for the other side. A clause that tries to make a party pay for simply exercising a right it lawfully holds can be read against this principle. The word lawfully matters, and the next provision on the same topic sets out when use of a right is unlawful.