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[TX] Can a venue rental contract make the renter liable for damages caused by the venue’s own negligence?
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Hello.
Hi. How can I help?
I would like a contract review between a production/promotions company and the venue for a venue rental for a live music event.
I understand that reviewing a contract can be quite important for your event planning. Can you please specify what particular concerns or clauses you have regarding the contract?
I need the whole contract reviewed since I drafted it, for enforceability in Texas and potential pushback from the venue.
Is this contract already signed, or are you still in the negotiation phase with the venue?
Negotiation.
Is there anything else the Lawyer should know before I connect you? Rest assured they'll be able to help with your contract review.
No.
Hey there! Welcome to our service. I'm Legal Eagle, an attorney with many years of experience. I understand you're in the negotiation phase for a venue rental contract for a live music event in Texas. Could you tell me more about any specific clauses or concerns you have regarding its enforceability or potential pushback from the venue?
Am I able to upload files? Basically, the venue is brand new and run by a real estate investor. They sent a very small contract (3-4 pages) that had some ridiculous clauses in it, like we would be liable for damages caused by their own negligence. They have also been extremely difficult to work with and follow through on simple things, like holding a date for us. Therefore, I created a thorough venue contract, but also added in a bunch of terms we need them to agree to so we feel comfortable hosting the event there.
I understand your concerns about the contract and the venue's behavior. I'm more than happy to provide general legal information and guidance to help you navigate this situation. Let's discuss any specific clauses or terms you're worried about, and I can offer some insights.
In Texas, venue rental contracts for live events are generally enforceable if they are clear, signed, and not unconscionable. But there are a few common problem areas in what you're describing:
First, clauses trying to make you liable for the venue's own negligence are often not enforceable as written in Texas unless they are extremely explicit and conspicuous (clear indemnity language). Under the express negligence doctrine adopted in Ethyl Corp. v. Daniel Construction Co., 725 S.W.2d 705 (Tex. 1987), the contract must specifically state that you are covering the venue's own negligence. Under Dresser Industries, Inc. v. Page Petroleum, Inc., 853 S.W.2d 505 (Tex. 1993), the clause must also be conspicuous, a standard Texas courts often measure against the definition in Texas Business and Commerce Code § 1.201(b)(10). Even then, courts scrutinize them heavily, especially if it shifts liability for the venue's own unsafe conditions onto you.
Second, what you drafted matters, but the venue is not legally required to accept your version. Negotiation means each side can propose terms, and enforceability only matters once both parties agree and sign.
Third, the "difficulty holding dates" issue is more of a business leverage problem than a legal one. Unless you have a signed booking agreement or paid deposit creating a hold, they can usually release the date.
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