## Facts

- A church retained an engineering/architectural firm to perform professional services for a building project.
- The parties executed a written agreement drafted by the firm containing a broad limitation-of-liability clause.
- The clause capped the firm’s liability, including for its own negligence, at the amount of its fee.
- The church later alleged professional negligence and sought tort damages substantially exceeding the fee.
- The firm invoked the limitation clause to cap any recovery on the negligence claim.

## Issues

1. Whether a contractual limitation-of-liability clause in a professional-services agreement may cap damages for the professional’s ordinary negligence to the amount of its fee.
2. Whether enforcing such a clause against a client’s professional-negligence claim is void as against public policy.

## Decision

- The Court of Appeals affirmed the lower courts’ enforcement of the limitation-of-liability clause.
- The clause was held valid and enforceable to cap damages for the firm’s ordinary negligence at the amount of its fee.
- The court rejected the argument that the clause was categorically invalid merely because the claim was framed as professional negligence.
- The church’s recoverable damages were limited to the contractually specified cap.

## Legal Principles

- Parties may allocate the risk of economic loss by contract and limit recoverable damages, absent unconscionability, fraud, overreaching, or a contrary statute or strong public policy.
- A limitation-of-liability clause that caps damages differs from a complete exculpatory clause; a cap may be enforced if it does not eliminate all liability.
- In a commercial dispute involving only economic loss, a professional-services contract may limit liability for ordinary negligence when the limitation is clear and unambiguous.
- A limitation clause generally will not be enforced to shield gross negligence or intentional wrongdoing.
- Public policy objections require a clear statutory prohibition or a strong articulated policy; absent that, freedom of contract controls.

## Conclusion

The court upheld a fee-cap limitation-of-liability clause in a professional-services contract and applied it to limit a client’s recovery for ordinary professional negligence causing economic loss, finding no unconscionability or public-policy bar.


God's Battalion of Prayer Pentecostal Church, Inc. v. Miele Assocs., LLP, 6 N.Y.3d 371 (N.Y. 2006)