126 A.3d 1010
Pa. Super. Ct.2015Background
- Contract with Grace to renovate Appellants’ Store; Grace to supervise all work and subcontractors.
- Two indemnity provisions exist: a General Conditions indemnity limited to negligence, and Exhibit A indemnity with broader scope.
- Grace to procure insurance naming BCF and Landlord as Additional Insured per Exhibit A, with primary insureds.
- Eddis, Belfi Brothers employee, injured via Elevator during renovation; Eddis sues Appellants and Schindler; Grace not sued.
- Appellants tender defense to Grace; Grace’s insurer declines, claiming no Grace negligence.
- 2011–2013: Appellants sue for contractual indemnity; trial court grants Grace summary judgment; court vacates and remands on appeal.]
- Note: Procedural posture and factual framing relevant to contract interpretation and indemnity/insurance obligations were central to the decision.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Indemnity scope for Grace’s negligence | Appellants rely on Exhibit A broad indemnity language. | Grace argues General Conditions limits indemnity to its own negligence. | Triable issue on causation and Grace’s negligence. |
| Indemnity for indemnitee’s own negligence | Two clauses conflict; indemnity should include Appellants’ own negligence. | Narrower clause in General Conditions controls; exclude indemnitee’s own negligence. | Narrower clause applies; indemnity for Appellants’ own negligence not owed. |
| Effect of voluntary settlement on indemnity rights | Settlement should not bar indemnity. | Settlement bars indemnity. | Settlement not dispositive; validity/reasonableness of underlying claim governs. |
| Obligation to procure primary insurance | Contract required Grace to procure primary insurance naming Appellants. | Court erred; insurance not necessarily primary. | Trial court erred; Grace had contractual obligation to provide insurance; remand to determine coverage under indemnity. |
Key Cases Cited
- Chester Upland School Dist. v. Edward Melony, Inc., 901 A.2d 1055 (Pa. Super. 2006) (construe ambiguous indemnity clauses against drafter; narrow scope applies)
- McClure v. Deerland Corp., 585 A.2d 19 (Pa. Super. 1991) (indemnity analysis factors and reasonableness of settlement/facility)
- Willard v. Interpool, Ltd., 758 A.2d 684 (Pa. Super. 2000) (voluntary settlement agency-law relevance; not controlling here)
- Ruzzi v. Butler Petroleum Co., 588 A.2d 1 (Pa. 1991) (indemnity for own negligence requires clear contract language)
- Perry v. Payne, 66 A. 553 (Pa. 1907) (indemnity scope; strict construction favoring indemnitee restriction)
- Widmer Engineering v. Dufalla, 837 A.2d 459 (Pa. Super. 2003) (interpret indemnity clauses considering entire contract and surrounding circumstances)
- Vazquez v. CHS Professional Practice, P.C., 39 A.3d 395 (Pa. Super. 2012) (expert testimony not always required for causation; within lay understanding in some negligence claims)
- MIIX Insurance Co. v. Epstein, 937 A.2d 469 (Pa. Super. 2009) (distinguishes professional malpractice; lack of expert report may not doom causation evidence)