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February 1, 2024 Letters


The Fine Print

I like to eat lunch at a local national sandwich shop. Every time I order, they ask if I am a rewards member and I say no. I decided to check the program and found in their terms and conditions an indemnification clause requiring I defend and hold them harmless from any loss they sustain while I am in their store. I declined to do so. There is no option to negotiate terms. I think that was called in law school an “adhesion” clause. Some years ago my wife and I made an offer to buy a small vacation home. We signed a standard real estate offer contract. The selling agent came back with additional clauses the seller required as the property had been the subject of a federal loan foreclosure. One of the clauses required us to indemnify and hold the federal government harmless for any loss associated with the foreclosure action. What? The selling agent assured us that “everyone” signs such clauses with no problem. We declined. Last year some friends asked us to accompany them on a European river boat cruise. Included in the terms and conditions was an indemnification and hold harmless clause for any loss the company incurred while we were on their boat. We declined that and did not take the trip.

I have refereed soccer for over 40 years. The Florida High School Athletic Association requires all such referees to belong to a licensed association and for that association to have contracts with schools served. This past fall, the president of our local association called and asked me to look at a contract he received from a North Florida county school board. The contract included clauses requiring the association to carry liability insurance (which we do) but also that the association would indemnify and hold the school board harmless from any loss or action that arose while our referees were at their field. We declined to so agree. They asked that we have an attorney review the situation. I did and said that this was an adhesion clause and the school board should be ashamed of including such a clause in this agreement. After almost two months of back and forth, the school board eventually agreed to delete the indemnification clause. In this case, we had some negotiating power as the school in question would otherwise have no referees for their home games.

I can only assume there are a lot of lazy contract administrators out there drafting these clauses, which no one reads before agreeing. I doubt many judges would enforce such clauses against average citizens, but what about against attorneys who ought to know better?

Bruce Hoffman


Yes, let’s talk respectfully about retirement or inactive status as a lawyer. Many Florida lawyers who retire or request inactive status are not rolling in dough. Indeed there are lawyers who only practice poverty law. But still, whether rich or poor, former partner in a large law firm or a single practitioner of little means, all members pay the same annual inactive member fees of $175.
But, with all due respect to The Florida Bar, which is such an outstandingly good organization for the cause of justice and the rule of law, exceptions should be made for poor lawyers whose sole income is from the Social Security Administration.

Equity means just that and equality before the law demands other than one suit (no pun at all intended) suits (no pun, too) all!

This is not at all asking for the impossible and may even encourage more law students to pursue a career in helping those without the financial means to afford even one lawyer let alone two or three or more or what the ABA calls “the justice gap.” And it is growing, not shrinking, becoming even more of a widening giant gap or chasm deep and deepening.

Of course, all active, retired, and inactive members should pay annual fees to our great and noble Florida Bar but as the parlance goes, “give us a break,” please.

Stephen Francis Schoeman
Westfield, NJ

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