123 A.3d 1176
Vt.2015Background
- In 2006 lineman Michael Hemond was electrocuted operating "Switch 14E," an air-break switch at Frontier's Richford substation that lacked optional insulating components. Hemond sued Frontier and multiple codefendants (including Stantec, Turner, and Graybar) alleging negligence and product defects.
- Frontier filed cross-claims seeking implied indemnity from Stantec (consultant), Turner (manufacturer), and Graybar (distributor), and express indemnity from Turner based on a Turner–Graybar purchase order.
- Undisputed facts showed Frontier employees (Letourneau and Sullivan) chose and ordered the switch, completed the Graybar specification, and oversaw design/construction; Stantec provided conceptual drawings only.
- Trial court converted motions to dismiss to summary judgment (notifying parties later via opportunity to respond) and granted summary judgment dismissing Frontier's implied-indemnity claims against Stantec, Turner, and Graybar and its express-indemnity claim against Turner.
- On appeal Frontier argued (1) it was entitled to implied indemnity because it only failed to discover a dangerous condition and (2) it was an intended third‑party beneficiary of Turner–Graybar indemnity. The Vermont Supreme Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Frontier is entitled to implied indemnity from Stantec, Turner, Graybar | Frontier: any negligence was passive (failure to discover); codefendants were primarily responsible and failed to warn | Codefendants: Frontier actively chose and installed the switch and retained primary responsibility for safety | Denied—no implied indemnity because Frontier retained primary responsibility and created the dangerous condition |
| Whether Frontier is entitled to express indemnity from Turner via Turner–Graybar purchase order | Frontier: as ultimate purchaser/identified customer it is an intended third‑party beneficiary of the indemnity clause | Turner/Graybar: indemnity clause is limited to contracting parties; no language shows intent to benefit Frontier | Denied—contract language unambiguous and does not make Frontier a third‑party beneficiary |
| Whether conversion of motions to summary judgment prejudiced Frontier | Frontier: court converted without giving reasonable opportunity to submit materials, so decision was premature | Codefendants: Frontier had conceded key facts and later had opportunity to supplement via motion to reconsider | No reversible prejudice—either facts were undisputed or contract language resolved the issue as a matter of law |
| Whether disputed facts about knowledge/safety of the switch preclude summary judgment on indemnity | Frontier: factual disputes (knew/should have known, switch per se unsafe) require denial of summary judgment | Codefendants: those factual disputes are immaterial to indemnity because Frontier retained primary responsibility | Denied—those factual disputes do not affect the core indemnity analysis |
Key Cases Cited
- Chapman v. Sparta, 702 A.2d 132 (Vt. 1997) (right to indemnity is exception to bar on contribution among joint tortfeasors)
- White v. Quechee Lakes Landowners' Ass'n, Inc., 742 A.2d 734 (Vt. 1999) (standards for implied indemnity and need for factual support beyond conclusory allegations)
- Bardwell Motor Inn, Inc. v. Accavallo, 381 A.2d 1061 (Vt. 1977) (indemnity where proprietor delegates duty and third party is primarily at fault)
- Knisely v. Central Vt. Hosp., 769 A.2d 5 (Vt. 2000) (implied indemnity limited to circumstances where indemnitor is primarily at fault)
- McMurphy v. State, 757 A.2d 1043 (Vt. 2000) (third‑party beneficiary analysis focuses on contracting parties' intent)