A demand (claim) for an amount of money that is not fixed or established at the time of claim. It is a claim that has not been determined (or pre-estimated) either as to liability or damages for a party’s breach. An example is a claim set forth by a party on the ground of delay (of performance). An unliquidated demand is distinguished from a a liquidated demand or damages clause (or an agreed damages clause), which constitutes a provision in a contract that clearly fixes the amount payable as damages for a party’s breach.
In practice, parties seek to exclude liability for unliquidated damages by stating this clearly and unequivocally in the contract. An example is a clear statement setting out that the liquidated damages provided for under the contract are the sole remedy available for delays in completion of construction works.
An unliquidated demand is a disputed claim which can only be determined by a discretionary assessment of the court of law.
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