Parties as Independent Contractors: No Partnership, Joint Venture, or Agency Relationship

Explanation

Here is a plain English explanation of the suggested Independent Contractors clause:

This clause clarifies the nature of the relationship between the parties. It states they are independent contractors and not partners, joint venturers, or agents of each other.

The purpose is to prevent any assumption or implication that the parties have formed a business partnership, joint venture, or agency arrangement. These relationships entail certain legal obligations and financial ties that the parties wish to avoid.

Specifically, the clause indicates neither party can take actions or make commitments on behalf of the other. Each party is responsible for itself and does not have authority to legally or financially bind the other.

This establishes that the parties have retained their separate legal identities and did not intend to merge their operations or combine their assets and liabilities. They remain fully independent entities who simply have a contractual arrangement between them.

The overall intent is to define an arms-length business relationship, avoid unintended legal connections, and keep the parties financially separate and independent. This gives them maximal flexibility and autonomy.

History of the clause (for the geeks)

The concept of clarifying independent contractor status has its roots in Roman law, which recognized various classifications of business relationships with differing rights and duties.

Medieval guilds also distinguished between masters, journeymen, and apprentices.

In English common law, the central idea emerged that commercial parties should have freedom to transact while limiting potential liability. Early English courts upheld contractual language that businesses were "acting as principals" to avoid unintended partnership implications.

By the 18th century, English law clearly delineated between employers and independent contractors hiring out services. The famous 19th century case Mallan v May defined contractors as autonomous agents conducting independent business.

The modern legal concept of independent contractors took shape in the 20th century as business arrangements became more varied and complex. Courts stressed that parties must proactively express an intent to remain legally separate independent entities if that was desired.

As a result, expressly stating independent contractor status became routine practice in English commercial contracts across many fields like construction, technology, and the gig economy. Case law also established certain criteria to determine true contractor relationships.

Clear independent contractor clauses are now seen as a best practice in English law to define arms-length engagements.

They minimize risks of unintended liability and provide flexibility for each party to operate as fully distinct entities per original intent.