## Facts

- Deanna Milligan rented an apartment in a complex owned by Chesterfield Village GP, LLC and managed by McCormack Baron Ragan Management Services, Inc.
- Milligan signed a lease containing a conspicuously labeled exculpatory clause (“WAIVER OF LIABILITY”) stating the lessor would not be liable for injury, death, or property loss “from any cause whatsoever,” including when “alleged to be the fault or caused by the negligence or carelessness of the Lessor.”
- Milligan read and initialed the waiver provision.
- A fire destroyed the apartment building; Milligan was injured when she fell two stories while escaping with her children.
- Milligan sued Chesterfield and McCormack for negligence related to alleged fire and code violations, rules and policies, and smoke-alarm deficiencies.

## Issues

1. Whether the lease’s exculpatory clause used clear, unambiguous, unmistakable, and conspicuous language sufficient under Missouri law to release the lessor from liability for its own future negligence.
2. Whether the management company, not identified as the “Lessor,” could claim the benefit of the lease’s exculpatory clause.

## Decision

- The court reviewed summary judgment de novo.
- The court affirmed summary judgment for Chesterfield, holding the exculpatory clause valid and enforceable as to the lessor and barring Milligan’s negligence claims against Chesterfield.
- The court reversed summary judgment for McCormack and remanded, holding the clause did not extend to the management company based on the language used.
- A separate opinion concurred in reversing as to McCormack but disagreed that the clause was unambiguous.

## Legal Principles

- Releases of future negligence are disfavored as a matter of public policy but are enforceable when properly drafted.
- An exculpatory clause is effective only if it uses clear, unambiguous, unmistakable, and conspicuous language that notifies a reasonable person they are releasing claims for the other party’s own negligence; “negligence,” “fault,” or equivalent terms must be used conspicuously.
- Exculpatory clauses are construed strictly against the party seeking their protection and ordinarily protect only those entities clearly covered by the contract’s terms.
- Contract language releasing the “Lessor” does not, without more, release a separate management company not identified within the release.

## Conclusion

The court held that the tenant’s lease clearly released the landlord from liability for the landlord’s own negligence, but the same language did not release the property manager because the lease did not clearly extend the waiver beyond the lessor.


Milligan v. Chesterfield Vill. GP, LLC, 239 S.W.3d 613 (Mo. Ct. App. S.D. 2007)