Maxim Crane Works, L.P. v. Tilbury Constructors
208 Cal. App. 4th 286
Cal. Ct. App.2012Background
- Maxim drafted a form contract with Tilbury providing Pennsylvania law governs the contract.
- Gorski, a non-party to this appeal, sued Maxim for injuries from Tilbury’s worksite operations.
- Maxim cross-claimed against Tilbury for indemnity and defense obligations.
- The trial court applied Pennsylvania law to the indemnity issue and found the indemnity provision inapplicable.
- The trial court awarded Tilbury its attorney fees in full without apportionment between indemnity and underlying tort defense.
- Maxim appeals the choice-of-law decision and the attorney-fee award.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Should Pennsylvania law govern the indemnity contract? | Maxim: California policy should apply; PA clause unenforceable. | Tilbury: PA law reasonable given contract; no CA public policy injury. | No, Pennsylvania law applies; California public policy not offended. |
| Was the attorney-fee award properly limited or should apportionment apply? | Maxim: fees should be apportioned to avoid recovery for defending Gorski’s tort claim. | Tilbury: fees intertwined; no apportionment proper. | No error; fees were properly awarded in full due to intertwined defenses. |
Key Cases Cited
- Nedlloyd Lines B.V. v. Superior Court, 3 Cal.4th 459 (1992) (choice-of-law enforcement; fundamental California policy test)
- Trav'lers Ins. Co. v. Workers' Comp. Appeals Bd., 68 Cal.2d 7 (1967) (California interest in workers’ compensation matters)
- Got Junk? LLC v. Superior Court, 189 Cal.App.4th 500 (2010) (public policy not offended by chosen law when no policy impairment)
- Crawford v. Weather Shield Mfg., Inc., 44 Cal.4th 541 (2008) (indemnity and contract interpretation; public policy limits on indemnity)
- Reynolds Metals Co. v. Alperson, 25 Cal.3d 124 (1979) (attorney-fee apportionment when common issues exist)