This clause makes you personally responsible for the entire debt or obligation—not just your share. For example, if you and a business partner owe a supplier £100,000 and your partner disappears, the supplier can demand the full £100,000 from you alone. This matters legally because it removes the protection of "splitting the bill fairly." Under English law, joint and several liability is a common default rule in partnerships and some contracts, meaning courts will enforce it unless you've negotiated otherwise. You become the "deep pocket" the other party can chase.
Resist this clause if you're partnering with someone you don't fully trust or if the amounts are large. Instead, negotiate "several liability only," which limits you to paying your proportional share. If you must accept it, insist on a right to pursue the other party for reimbursement if you end up paying their portion, and require regular financial reporting so you can monitor their ability to pay. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause makes you personally responsible for the entire debt or obligation—not just your share.
Why should I care about this clause?
For example, if you and a business partner owe a supplier £100,000 and your partner disappears, the supplier can demand the full £100,000 from you alone.
What are my options?
This matters legally because it removes the protection of "splitting the bill fairly." Under English law, joint and several liability is a common default rule in partnerships and some contracts, meaning courts will enforce it unless you've negotiated otherwise.
How does this affect small businesses?
You become the "deep pocket" the other party can chase.