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Liquidated Damages Clauses

·

By

ACL

The short answer

A liquidated damages clause sets a damages amount in advance. Illinois courts enforce it when actual damages were hard to estimate and the amount was a reasonable forecast. A clause meant to punish is an unenforceable penalty.

Where it fits in your case

When a contract assigns a fixed amount for delay, early termination, or another breach.

What to expect

  • Timing. Reasonableness is judged mainly at the time of contracting.

  • Penalties are struck, leaving the injured party to prove actual damages.

  • Exclusive or not. Some clauses replace all other damages; others do not.

What we need from you

The contract, negotiation history, and evidence of how the amount was chosen.

Common misconceptions

  • “We agreed to it, so it’s enforceable.” Courts still test it.

  • “It’s a penalty because it’s large.” Size alone does not decide it.

This resource provides general information about Illinois and federal law, not legal advice about your situation. Reading it does not create an attorney-client relationship. The right answer often depends on the specific facts, contract language, policy wording, and deadlines involved.

ALLISONCHOLAW / BUSINESS LITIGATION & COUNSEL

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