Cooperation clause
Category: Claims handling · Reviewed by the Apex broking team · Last reviewed 2026-08-21 · ~3 min read
Category: Claims handling
Also known as: claims cooperation clause, assistance and cooperation condition
Related concepts: notification of claim, subrogation
Definition
A cooperation clause obliges the policyholder to help the insurer deal with a claim. Typical obligations include giving the insurer all information, documents and assistance it reasonably requires; allowing the insurer to take over and conduct the defence or settlement of a claim in the insured’s name; making employees available to give statements and evidence; preserving property and documents; and doing nothing that prejudices the insurer’s position, including making admissions of liability or offers of settlement without consent.
The elements in practice
Information and documents
The insurer needs to understand the claim before it can decide coverage or quantum. Wordings usually require disclosure of everything relevant, and delay here is a common source of friction. Legal professional privilege is not waived by disclosure to the insurer in the ordinary case, and insurers and insureds defending the same claim will often share a common interest in the privileged material, but the position should be considered rather than assumed — particularly where coverage is being disputed at the same time as the underlying claim is being defended.
Conduct of the claim
Liability policies normally give the insurer the right to take over the defence. That right sits alongside the insured’s own interest in the outcome, especially where the claim exceeds the limit or where reputation is engaged. Many wordings temper it: a clause requiring the insurer’s consent to settle may be paired with a provision that neither party may unreasonably insist on contesting or settling, and professional lines wordings often provide for an independent counsel’s opinion on whether a claim should be contested. Where a claim is being handled under a reservation of rights, the interaction between the insurer’s conduct of the defence and its coverage position needs to be addressed explicitly.
No admissions
The obligation not to admit liability is widely drafted and often misunderstood. It is directed at admissions of legal liability and at settlements agreed without the insurer, not at ordinary courtesy or at the practical steps a business takes after an incident. Regulated firms and those with duties of candour to clients or patients face a genuine tension here; the answer is normally a wording that expressly permits statements of regret, factual explanation and compliance with regulatory obligations, agreed at placing rather than argued about after an incident.
Assisting a recovery
Cooperation obligations extend to subrogation: the insured is usually required to assist in, and not to prejudice, any recovery from a third party. Signing releases or settling with the responsible party without consent is a breach of that obligation as well as of the subrogation clause.
Consequences of breach
As with notification, the effect depends on drafting. A cooperation obligation expressed as a condition precedent to liability allows the insurer to decline the claim on breach. Otherwise the insurer’s remedy is damages for the loss the breach actually caused, and in practice that means the insurer is entitled to be put in the position it would have been in had the insured cooperated. English law requires clear words before a term is treated as a condition precedent.
Section 11 of the Insurance Act 2015 gives limited assistance: it restricts reliance on breach of terms designed to reduce the risk of loss of a particular kind, at a particular location or at a particular time. Cooperation conditions govern conduct after a loss rather than the risk of loss occurring, so they are generally understood not to fall within that protection.
Why it matters
Cooperation clauses rarely defeat claims on their own, but they shape how a claim is run and who controls it. The points worth settling before a loss are narrow: whether the wording permits the statements a regulated business must make, whether consent to settle is subject to a reasonableness test, and who chooses the defence lawyers. All three are negotiable at placing and almost impossible to change once a claim is live. The related obligation to give notice is covered in notification of claim.
Frequently asked questions
Can I apologise to a client without breaching the no-admissions condition?
Expressions of regret and factual explanations are not usually admissions of legal liability, but wordings differ. If your business has regulatory duties of candour, ask for the point to be dealt with expressly in the policy.
Who chooses the solicitors defending a claim?
Under most liability policies the insurer has the right to conduct the defence and appoints the lawyers, often from a panel. Where the insured has a strong interest in the choice, it can be negotiated at placing.
What happens if I settle a claim myself?
Settling without the insurer's consent will normally breach the cooperation condition and may also prejudice subrogation rights. If the condition is a condition precedent, the insurer can decline the claim.
Related entries
This entry is part of the Apex Insurance Wiki. Last reviewed 2026-08-21. Next review: 2027-02-21. It is general reference information about UK insurance law and market practice, not regulated advice on a specific policy.
Apex Insurance Brokers Limited is authorised and regulated by the Financial Conduct Authority (FRN 724952). This page is general information, not advice on a specific policy.