C Vincent Johnson v. Michigan Minority Purchasing Council
357979
| Mich. Ct. App. | Mar 3, 2022Background
- Plaintiffs (Vincent Johnson and several affiliated companies) submitted Certification Applications to the Michigan Minority Supplier Development Council (MMSDC).
- The Certification Applications contained "hold harmless" and "indemnify" language stating applicants would "hold [MMSDC] free and harmless from any and all claims, demands, and damages" and "indemnify and hold [MMSDC] harmless for any and all liability in connection with the certification."
- Plaintiffs later sued MMSDC (and an individual), alleging torts including tortious interference; MMSDC argued the Certification Applications barred those claims.
- The trial court rejected MMSDC’s broad reading, finding the indemnity provisions limited to third‑party liability arising from certification and insufficient to permit tortious interference by MMSDC.
- Judge Shapiro concurred in the judgment but disagreed with the majority’s interpretation that the two clauses operate as a separate release; he would treat the agreement as not barring suit or, at most, ambiguous and resolve ambiguity against the drafter.
- The concurrence notes defendants relied on Miller‑Davis and Hecht, but finds those authorities inapposite to support MMSDC’s expansive reading; also cites Black’s Law Dictionary definition of "hold harmless."
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Certification Application’s hold harmless/indemnity language bars plaintiffs’ tort claims | The clauses do not release or bar plaintiffs’ claims; they only cover third‑party liability tied to certification | The clauses operate as a release/covenant not to sue, barring plaintiffs’ tort claims | Concurrence: the agreement does not bar the suit or is at least ambiguous; ambiguity resolved for non‑drafter |
| Whether the two phrases are separate provisions (one a release, one indemnity) | Clauses should be read in context and not mechanically parsed into a release plus indemnity | Clauses are distinct and the "hold harmless" phrase functions as a release of claims | Concurrence: the distinction is not clear; neither "release" nor "covenant not to sue" appears, so the majority’s separation is unwarranted |
| Whether precedent (Miller‑Davis, Hecht) supports defendant’s broad reading | These cases do not establish that an indemnity can authorize tortious interference or bar victims’ claims | Relies on Miller‑Davis and Hecht to justify indemnity-based defenses | Concurrence: Miller‑Davis and Hecht do not support the expansive interpretation MMSDC advances |
| Whether ambiguities in the agreement should be construed against the drafter | Ambiguities should be resolved in plaintiffs’ favor under contract‑construction principles | Agreement should be enforced as written (defendant’s reading) | Concurrence: any ambiguity should be resolved against the drafter (citing Klapp); therefore the agreement should not bar plaintiff’s suit |
Key Cases Cited
- Miller‑Davis v Ahrens Constr, Inc, 495 Mich 161 (2014) (addressed whether an indemnitee actually incurred the liability it attributed to the indemnitor)
- Hecht v Nat’l Heritage Academies, Inc, 499 Mich 596 (2016) (addressed admissibility of evidence under statutory requirements relevant to certification challenges)
- Klapp v United Ins Group Agency, Inc, 468 Mich 459 (2003) (principle that ambiguities are construed against the drafter)