910 N.W.2d 412
Minn.2018Background
- Tower Tap rented folding picnic tables from London Road for a 2012 festival; Tower Tap signed a rental agreement containing indemnity and exculpatory clauses.
- A rented table collapsed at Tower Tap's event, severely injuring DeWitt; DeWitt sued both Tower Tap and London Road for negligence (including res ipsa loquitur).
- London Road filed a contractual indemnity cross-claim against Tower Tap based on the rental agreement; Tower Tap asserted common-law indemnity and contribution claims.
- The district court granted summary judgment to London Road, concluding the indemnity clause required Tower Tap to indemnify London Road (including for London Road's negligence), and awarded London Road fees; the court of appeals affirmed.
- The Minnesota Supreme Court reviewed whether the indemnity clause expressly and unequivocally required Tower Tap to indemnify London Road for London Road’s own negligence.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an indemnity clause requires the renter (Tower Tap) to indemnify the rental company (London Road) for the rental company’s own negligence | DeWitt sought recovery from both defendants; Tower Tap argued it should not bear London Road’s negligence via the contract | London Road argued the indemnity clause’s broad language and exception for intentional misconduct meant it covered London Road’s negligence | The court held the indemnity clause did not contain clear, express language requiring Tower Tap to indemnify London Road for London Road’s own negligence; clause unenforceable for that purpose |
| Whether broad wording alone can shift liability for indemnitee’s negligence | Implicitly relied on broad phrasing to reach indemnity | Argued broad language plus exclusion for intentional misconduct implies coverage of negligence | Held that indemnity for indemnitee’s own negligence requires clear, unequivocal express language; broad wording alone is insufficient |
| Effect of limiting language tying indemnity to possession/use/transport/storage | Tower Tap argued such limiting language made scope equivocal | London Road argued the clause still covered its negligence despite limits | Held limiting language created ambiguity and undermined an inference that indemnity covered London Road’s negligence |
| Relevance of neighboring exculpatory clause that explicitly referenced negligence | Tower Tap argued the explicit negligence language in exculpatory clause, absent from indemnity clause, indicates parties did not intend the same coverage in indemnity clause | London Road argued the exception for intentional misconduct in indemnity clause implied coverage of negligence | Held the presence of explicit negligence language in the exculpatory clause (and its absence in the indemnity clause) supported finding no clear, unequivocal intent to indemnify London Road for its own negligence |
Key Cases Cited
- Farmington Plumbing & Heating Co. v. Fischer Sand & Aggregate, Inc., 281 N.W.2d 838 (Minn. 1979) (indemnity for indemnitee’s own negligence requires clear, express language)
- Johnson v. McGough Construction Co., 294 N.W.2d 286 (Minn. 1980) (same standard: clause must clearly and unequivocally show intent)
- National Hydro Sys. v. M.A. Mortenson Co., 529 N.W.2d 690 (Minn. 1995) (limiting language can render otherwise broad indemnity clause equivocal and unenforceable)
- Yang v. Voyagaire Houseboats, Inc., 701 N.W.2d 783 (Minn. 2005) (rental indemnity clauses must fairly apprise indemnitor of obligation to cover indemnitee’s own negligence)