Titan Transportation Services Inc v. Selective Insurance Company, 332227

Background

Titan (carrier) and Steelcase (shipper) had a Master Purchase Agreement (MPA). ¶9 required Titan to “hold harmless and indemnify” Steelcase for any claim by Titan employees; ¶10 broadly indemnified Steelcase for claims arising from services but carved out claims "due to the negligence or willful misconduct by [Steelcase]."
Titan driver Linda Bulliss was injured when a furniture weight fell from a Steelcase-loaded trailer; she sued Steelcase for negligent loading.
Steelcase sought indemnification and defense from Titan under the MPA; Titan refused. Selective issued a Commercial General Liability (CGL) policy to Titan naming Steelcase as additional insured and denied coverage, arguing an auto-use/unloading exclusion applied.
Trial court held ¶9 (the employee-claim clause) required Titan to indemnify Steelcase for the $112,500 settlement, but declined to require Titan to pay Steelcase’s attorney fees and costs under ¶9.
In the related insurance action, the trial court held Selective’s CGL covered the injury (rejecting the unloading exclusion as applied) and awarded fees/expenses to Steelcase and Titan; Selective appealed but raised a new “use” argument on appeal that the court declined to consider as unpreserved.
The Court of Appeals affirmed both judgments: Titan must indemnify under ¶9; ¶9 does not obligate Titan to pay Steelcase’s attorney fees/costs; Selective’s new appellate argument was not preserved so the insurance-coverage judgment stands.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Titan must indemnify Steelcase for Bulliss’s employee claim under the MPA	Steelcase: ¶9 requires Titan to indemnify for any claim by Titan employees, so indemnification applies regardless of Steelcase negligence	Titan: ¶10’s negligence carve-out governs (more general indemnity), so negligence by Steelcase bars indemnity	Held for Steelcase: ¶9 is the specific clause controlling overlapping provisions; Titan must indemnify Steelcase for the employee claim
Whether Titan’s contractual indemnity under ¶9 includes reimbursement for Steelcase’s attorney fees and costs	Steelcase: “hold harmless and indemnify” implies payment of defense costs and fees	Titan: ¶9 contains no express duty to defend or pay fees; ¶10 includes “defend” so omission in ¶9 is intentional	Held for Titan: ¶9’s language is insufficient to imply obligation to pay attorney fees/costs; no recovery of those fees from Titan under ¶9
Whether Selective’s CGL policy excluded coverage because Bulliss was “unloading” (auto-use exclusion)	Titan/Steelcase: the defined term “unloading” did not encompass the activity that caused Bulliss’s injury, so exclusion does not apply	Selective: the injury arose from unloading/use of the trailer and thus is excluded from coverage	Held for Titan/Steelcase (on preserved argument): trial court correctly found the injury was not within the policy’s defined “unloading,” so coverage was not excluded
Whether Selective may advance a new “use” argument on appeal (that opening the door = use regardless of unloading)	Titan/Steelcase: Selective did not preserve that alternative theory below; it cannot raise it for the first time on appeal	Selective: urged new “use” theory on appeal to defeat coverage	Held against Selective: new argument unpreserved and not considered; appeal fails on that basis

Key Cases Cited

Barnard Mfg Co, Inc v Gates Performance Engineering, Inc, 285 Mich. App. 362 (standard of review for summary disposition)
Miller-Davis Co v Ahrens Constr, Inc, 495 Mich. 161 (contract construction; give effect to parties’ intent)
Rory v Continental Ins Co, 473 Mich. 457 (enforce unambiguous contracts as written)
DeFrain v State Farm Mut Auto Ins Co, 491 Mich. 359 (specific provision controls over general where provisions overlap)
Hayes v General Motors Corp, 106 Mich. App. 188 (contractual indemnity and attorney-fee principles)
Auto-Owners Ins Co v Seils, 310 Mich. App. 132 (insurer bears burden to prove coverage exclusion)