Dewitt v. London Rd. Rental Ctr., Inc.
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Dewitt v. London Rd. Rental Ctr., Inc.
Opinion of the Court
This appeal presents the question of whether an indemnity clause in a rental agreement requires the renter to indemnify the rental company for the rental company's own negligence. Appellants Jach's, Inc., d/b/a The Tower Tap & Restaurant, and Chester Morgan (collectively "Tower Tap") entered into an agreement to rent folding picnic tables from respondent London Road Rental Center, Inc. ("London Road") for its annual Ma and Pa Kettle Days event in 2012. Craig DeWitt, the plaintiff at trial, attended Tower Tap's event and injured his hip after one of the rented tables unexpectedly collapsed on him while he was sitting at the table. DeWitt sued Tower Tap and London Road.
London Road filed a cross-claim against Tower Tap, invoking the indemnity clause in the rental agreement. The district court granted summary judgment to London Road, concluding that although the indemnity clause did not expressly include London Road's own negligence within its scope, the clause's broad language necessarily included coverage for London Road's negligence. The court of appeals affirmed. Because the indemnity clause did not include express language that clearly and unequivocally showed the parties' intent to transfer such liability to Tower Tap, we decline to infer such liability. Accordingly, we reverse the decision of the court of appeals and remand to the district court.
FACTS
In August 2012, Tower Tap hosted live music and dancing in a parking lot in Kettle River as part of the town's annual Ma and Pa Kettle Days festival. To provide seating for patrons during the festival, Tower Tap rented 10 folding picnic tables from London Road. Upon receiving the tables, Chester Morgan, an owner of Tower Tap, signed the front page of London Road's rental agreement, which referenced terms and conditions on the back page of the agreement. The terms and conditions included indemnity and exculpatory clauses. London Road requires that customers sign the rental agreement upon delivery of the rental equipment to the renter by London Road. After receiving the tables from London Road, Tower Tap set them up and patrons used them for about 2 days without mishap.
DeWitt
DeWitt sued Tower Tap and London Road, alleging negligence and negligence based on the doctrine of res ipsa loquitur.
*415Tower Tap and London Road filed cross-claims against each other-Tower Tap sought common-law indemnity and contribution, and London Road sought contractual indemnity and common-law contribution. Tower Tap and London Road each moved for summary judgment. The district court granted London Road summary judgment on its contractual indemnity cross-claim, concluding that the terms of the rental agreement's indemnity clause required Tower Tap to defend and indemnify London Road.
Tower Tap appealed, and the court of appeals affirmed.
ANALYSIS
On appeal from summary judgment, we consider (1) whether genuine issues of material fact exist; and (2) whether the district court erred in applying the law. State by Cooper v. French ,
I.
We begin with our general rule from Farmington Plumbing & Heating . See
We allow indemnity among joint tortfeasors only in "exceptional and limited circumstances." Hendrickson v. Minn. Power & Light Co. ,
Although we may uphold the enforceability of a contractual indemnity clause, we disfavor agreements "seeking to indemnify the indemnitee for losses occasioned by its own negligence." Nat'l Hydro ,
For an indemnity clause to pass strict construction, the contract must include an "express provision" that "indemnif[ies] the indemnitee for liability occasioned by its own negligence; such an obligation will not be found by implication."
If limiting language within the clause puts the "scope of indemnity in question," the contract's language is equivocal and the clause is unenforceable under strict construction. Nat'l Hydro ,
Likewise, in Yang , we held that a rental agreement's indemnity provisions were unenforceable because the provisions covered only claims "caused by the use or operation of said equipment while in [the renter's] possession" and "arising from or connected with Renter's possession, use and return of the boat, or arising at any time during the term of th[e] rental."
The test is therefore not whether the language of an indemnity clause is "so broad" that it necessarily includes the indemnitee's own negligence. Dewitt ,
London Road contends that we stated a seemingly broader rule in National Hydro and Yang . We acknowledge that in these two cases we stated that we construe an indemnity clause "in favor of indemnification" only if "such intention is expressed in clear and unequivocal terms, or unless no other meaning can be ascribed to it ."
*418Yang ,
Accordingly, we emphasize that an indemnitor like Tower Tap must be able to read the express language of an indemnity clause and directly conclude, without inference, that it accepts the additional risk and costs related to defending against potential claims against the indemnitee (London Road) for the indemnitee's own negligence that may arise out of the contract. In other words, the contract must contain express language stating that the clause requires indemnification for the indemnitee's own negligence; indemnity cannot be established by implication. Compare The American Heritage Dictionary of the English Language 883 (5th ed. 2011) (defining "imply" to mean "[t]o express or state indirectly" and "[t]o make evident indirectly"), with id. at 626 (defining "express" to mean "[d]efinitely and explicitly stated" and "[p]articular; specific").
An implication requires a two-step process: (1) reading express language; and (2) inferring a conclusion that is not expressly stated. The rule we have adopted requires only one step. Requiring express language ensures that the indemnitor is fairly apprised of additional liability it takes on by accepting the terms of the contract.
II.
We next interpret the rental agreement's indemnity clause to determine whether it includes an express provision showing the parties' intent for Tower Tap to indemnify London Road for London Road's own negligence. The rental agreement's indemnity clause provides:
HOLD HARMLESS/INDEMNITY. You assume all risks associated with the possession, use, transportation and storage of the Equipment. ACCORDINGLY, YOU HEREBY WAIVE ANY AND ALL LIENS AND CLAIMS ARISING FROM OR ASSOCIATED WITH, AND AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE RENTAL COMPANY FROM AND AGAINST, ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES, CLAIMS FOR BODILY INJURY(IES) (INCLUDING DEATH), PROPERTY DAMAGE, LOSS OF TIME AND/OR INCONVENIENCE) RESULTING FROM OR ARISING IN CONNECTION WITH SUCH POSSESSION, USE, TRANSPORTATION AND/OR STORAGE, REGARDLESS OF THE CAUSE AND INCLUDING ANY INJURIES AND/OR DAMAGES SUFFERED BY YOU, YOUR EMPLOYEES AND/OR
*419ANY THIRD PARTY(IES), EXCEPT TO THE EXTENT DIRECTLY RESULTING FROM OUR INTENTIONAL MISCONDUCT.
London Road argues that the indemnity provision clearly and unequivocally covers claims for London Road's own negligence. It specifically contends that the provision's broad language, in addition to the explicit exception for intentional misconduct, must mean that the clause covers everything but London Road's intentional misconduct, including London Road's negligence. We disagree. Applying our rule of strict construction, we conclude that the rental agreement's indemnity provision does not include express language to show that Tower Tap clearly and unequivocally intended to indemnify London Road for London Road's own negligence. Rather, the scope of the provision is equivocal and did not fairly apprise Tower Tap of the scope of the provision.
Like the indemnity provisions in Yang , the indemnity provision here does not expressly refer to "negligence," and it does not expressly state that Tower Tap agreed to indemnify London Road for London Road's own acts or omissions. See Yang ,
Although the exception for London Road's "intentional misconduct" expressly informed Tower Tap that it was not obligated to indemnify London Road for London Road's "intentional misconduct," the exception does not expressly state whether the provision covers claims related to London Road's negligence. See Farmington ,
Additionally, like in National Hydro and Yang , the rental agreement's indemnity provision included limiting language that put the "scope of [the] indemnity in question" and made the provision's language equivocal and unenforceable. Nat'l Hydro ,
By contrast, the contract's exculpatory clause,
The inclusion of this express provision in the exculpatory clause, and the absence of a similar express provision in the indemnity clause, raises doubt as to whether the parties intended for Tower Tap to indemnify London Road for its own negligence. See Yang ,
Accordingly, under our rule of strict construction, we conclude that the indemnity provision is unenforceable against Tower Tap because it does not include express language that clearly and unequivocally shows the parties' intent for Tower Tap to be financially responsible to London Road for London Road's own negligence. We hold that the district court erred in granting summary judgment to London Road and in awarding, under the indemnity clause, London Road the attorney fees and costs incurred in defending itself against DeWitt's claims.
CONCLUSION
For the foregoing reasons, we reverse the decision of the court of appeals and remand to the district court to vacate the summary judgment on London Road's contractual indemnity claim and the judgment ordering Tower Tap to indemnify London Road for costs and attorney fees.
Reversed and remanded.
The caption in this case uses a lowercase "w" in "Dewitt," but because the parties capitalize the "w" in "DeWitt" in their briefs, we do the same.
"[R]es ipsa loquitur" is the "doctrine providing that, in some circumstances, the mere fact of an accident's occurrence raises an inference of negligence that establishes a prima facie case." Res ipsa loquitur, Black's Law Dictionary (10th ed. 2014). We have held that to succeed under the doctrine, "the claimant must prove three pre-conditions to its application: (1) that ordinarily the injury would not occur in the absence of negligence; (2) that the cause of the injury was in the exclusive control of the defendant; and (3) that the injury was not due to plaintiff's conduct." Hoven v. Rice Mem'l Hosp. ,
The district court also dismissed all of DeWitt's claims against London Road and DeWitt's res ipsa loquitur claim against Tower Tap on summary judgment. In a subsequent order, the district court granted Tower Tap's motion for attorney fees and costs in connection with a motion to compel DeWitt to provide medical discovery and ordered that the fees be paid by DeWitt's attorney. None of these rulings are at issue here.
The court of appeals also (1) affirmed the district court's conclusions regarding the enforceability of the rental agreement's exculpatory clause; (2) affirmed the district court's award of attorney fees and costs as a discovery sanction for DeWitt's failure to provide unlimited medical releases; and (3) reversed and remanded the district court's dismissal of DeWitt's res ipsa loquitur claim against Tower Tap. Dewitt ,
"[I]ndemnity" is the "duty to make good any loss, damage, or liability incurred by another" and the "right of an injured party to claim reimbursement for its loss, damage, or liability from a person who has such a duty." Indemnity , Black's Law Dictionary (10th ed. 2014). To "indemnify" means "[t]o reimburse (another) for a loss suffered because of a third party's or one's own act or default," "[t]o promise to reimburse (another) for such a loss," and "[t]o give (another) security against such a loss." Indemnify , Black's Law Dictionary (10th ed. 2014). An "indemnitor" is "someone who indemnifies another," Indemnitor , Black's Law Dictionary (10th ed. 2014), and an "indemnitee" is "[s]omeone who receives indemnity from another," Indemnitee , Black's Law Dictionary (10th ed. 2014) (emphasis added).
Three of these cases involved construction contracts between contractors and subcontractors. See Nat'l Hydro ,
An "exculpatory clause" is "[a] contractual provision relieving a party from liability resulting from a negligent or wrongful act." Exculpatory clause , Black's Law Dictionary (10th ed. 2014).
Reference
- Full Case Name
- Craig DEWITT v. LONDON ROAD RENTAL CENTER, INC., Jach's, Inc., d/b/a The Tower Tap & Restaurant, Marlee Enterprise, Inc.
- Cited By
- 8 cases
- Status
- Published