Emory University, Inc. v. Neurocare, Inc., 985 F.3d 1337

Emory University contracted with Neurocare to operate a sleep lab; the contract (and its Amendment) required Neurocare to indemnify the HOSPITAL, its subsidiaries and affiliates, and others for losses caused by Neurocare’s negligence.
The Agreement was amended when the Emory Sleep Lab moved to Wesley Woods; the Amendment substituted Wesley Woods as the named HOSPITAL (the express indemnitee) while preserving indemnification for its “affiliates.”
In a wrongful-death suit arising from a 2010 sleep study, a jury apportioned 60% fault to Neurocare/sleep technologists (as nonparties) and found Emory University liable for the negligence of those nonparties; Emory University (which had defended on behalf of Wesley Woods) settled post-verdict.
Emory sued Neurocare for contractual and common-law indemnification to recover the settlement and related fees; Neurocare moved for summary judgment arguing (1) Emory is not an "affiliate" entitled to contractual indemnity, and (2) Emory is barred from indemnity because it failed to assert an "enterprise liability" defense in the underlying suit.
The district court granted summary judgment to Neurocare; the Eleventh Circuit vacated and remanded, holding Emory is an affiliate and the Georgia indemnification-bar doctrine does not preclude recovery on these facts.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Emory University is an “affiliate” of Wesley Woods under the Amended Agreement and thus an express indemnitee	Emory: Emory wholly owns and controls the parent that owns Wesley Woods, fitting the common/legal definition of "affiliate"	Neurocare: "Affiliate" should be read narrowly to exclude a grandparent entity; term is ambiguous	Held: Yes. Under Georgia law (Black's Law Dictionary/King), Emory’s full ownership/control makes it an affiliate.
Whether the Georgia indemnification-bar doctrine prevents Emory from recovering because it failed to assert an enterprise-liability defense in the underlying action	Emory: Its decision to defend as the public-facing Emory (trial strategy) did not increase Neurocare’s obligation; asserting the defense would only have shifted indemnity to Wesley Woods and not relieved Neurocare of liability	Neurocare: Emory waived a complete defense that would have defeated liability as to Emory; voluntary payment doctrine defeats indemnity absent legal compulsion to pay	Held: Bar does not apply. The bar targets failures to assert a defense that would have defeated the entire action and relieved the indemnitor; here Emory’s strategy did not increase or alter Neurocare’s obligation to Wesley Woods, so indemnity remains available.

GAF Corp. v. Tolar Constr. Co., 271 S.E.2d 811 (Ga. 1980) (indemnification barred where indemnitee had and failed to assert a defense that would have defeated the action)
Emergency Professionals of Atlanta, P.C. v. Watson, 654 S.E.2d 434 (Ga. App. 2007) (applies indemnification-bar principle)
U.S. Lawns, Inc. v. Cutting Edge Landscaping, LLC, 716 S.E.2d 779 (Ga. App. 2011) (indemnity barred only when available defense would have defeated liability)
King v. GenOn Energy Holdings, Inc., 747 S.E.2d 15 (Ga. App. 2013) (uses Black’s Law Dictionary definition of “affiliate” in contract interpretation)
Salinas v. Atlanta Gas Light Co., 819 S.E.2d 903 (Ga. App. 2018) (examines varying statutory/contractual definitions of “affiliate” and ambiguity in certain contexts)
Progressive Electrical Services, Inc. v. Task Force Construction, Inc., 760 S.E.2d 621 (Ga. App. 2014) (discusses voluntary-payment doctrine and burden to show legal compulsion to pay)