2 Cal. App. 5th 184
Cal. Ct. App.2016Background
- Plaintiff (an employee of Arax Carpet Co.) slipped carrying buckets of soapy water on a common-area stairway while cleaning a dentist-tenant’s leased suite and suffered serious injuries.
- Plaintiff sued the building owners/managers (landlords) for premises liability; landlords filed cross-complaints against the tenant for express indemnity, equitable indemnity, and apportionment of fault.
- Lease indemnity clause required tenant to indemnify lessor for claims “arising out of, involving or in connection with, the use and/or occupancy of the Premises,” but excluded lessor gross negligence/willful misconduct; “Premises” was defined as the tenant’s suite and common areas (including stairwells) were under landlord control per the lease.
- Discovery showed plaintiff spilled soapy water while carrying buckets up the stairs; building engineer testified he had previously asked the tenant to notify him before carpet cleanings.
- Trial court granted tenant’s summary judgment: lease indemnity did not extend to injuries in common areas under landlord control; no agency or equitable indemnity; awarded tenant attorney fees.
- Court of Appeal affirmed the summary judgments and fee award.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the lease indemnity covers a third‑party injury in common areas (stairs) | Indemnity language (“arising out of…use and/or occupancy of the Premises”) is broad; hiring Arax to clean suite caused plaintiff to be on the stairs, so indemnity applies | Indemnity limited to injuries within the leased Premises (suite); stairs are common areas under landlord control and outside indemnity scope | Indemnity clause does not cover accident in common area; connection is too remote — summary judgment for tenant affirmed |
| Whether equitable or implied indemnity is available despite an express indemnity clause | Landlords sought equitable indemnity/apportionment from tenant because tenant’s agent or acts caused the condition | Tenant argued no control over common areas, no basis for equitable indemnity or apportionment against tenant | Court held express contract governs; no equitable indemnity where parties defined duties by contract and tenant lacked control of common area — summary judgment sustained |
| Whether an agency relationship existed between tenant and plaintiff (Arax employee) making tenant liable | Landlords argued Arax acted as tenant’s agent, making tenant responsible for plaintiff’s conduct | Tenant denied agency; evidence did not establish agency or control over Arax’s work in common areas | Court found no legal or factual basis for agency; landlords’ agency theory rejected |
| Whether disputed facts (notification, negligence) precluded summary judgment | Landlords argued triable issues (tenant failed to notify engineer, plaintiff or Arax negligence, stair defect) which affect indemnity/apportionment | Tenant contended lease allocation controls indemnity irrespective of factual causation; no contractual duty to indemnify for common-area accidents | Court held factual disputes about causation/notification do not expand the contractual indemnity’s scope; summary judgment appropriate |
Key Cases Cited
- Guz v. Bechtel National, Inc., 24 Cal.4th 317 (standard of review for summary judgment)
- Saelzler v. Advanced Group 400, 25 Cal.4th 763 (viewing evidence on summary judgment)
- Crawford v. Weather Shield Mfg., Inc., 44 Cal.4th 541 (non‑insurance indemnity clauses construed strictly; contractual allocation governs)
- E. L. White, Inc. v. Huntington Beach, 21 Cal.3d 497 (express indemnity provision controls over equitable indemnity)
- Hollander v. Wilson Estate Co., 214 Cal. 582 (indemnity clauses do not necessarily reach common‑area causes under lessor control)
- City of Oakland v. Oakland etc. Sch. Dist., 141 Cal.App.2d 733 (limits on indemnity for injuries in common access areas)
- Vitton Construction Co., Inc. v. Pacific Ins. Co., 110 Cal.App.4th 762 (insurance cases interpreting “arising out of” broadly — contrasted with non‑insurance indemnity rules)