Urda v. Valmont Industries Inc.
561 F.Supp.3d 640
M.D. La.2021Background
- On Jan. 4, 2018 a utility pole fell when a vibratory hammer’s "drive ears" detached; Aldridge employee Harris Urda was injured while operating a crane.
- APE had rented a vibratory hammer (Vibratory Hammer 1) to Aldridge under a signed rental agreement; Hammer 1 malfunctioned and APE supplied a replacement (Vibratory Hammer 2) under a second, unsigned rental form.
- Plaintiffs sued APE (and others) for Harris’s injuries; APE filed a third‑party complaint against Aldridge seeking defense and indemnity and damages for Aldridge’s alleged failure to name APE as an additional insured.
- Aldridge moved for summary judgment, arguing the unsigned second rental agreement (and its indemnity/additional‑insured provisions) is unenforceable and, alternatively, that Aldridge did not waive workers’ compensation immunity under Washington or Louisiana law.
- The court held (1) the unsigned exchange document was a valid modification of the original signed agreement (so the indemnity/insurance provisions apply to Hammer 2) and (2) nonetheless the indemnity language does not "clearly and specifically" waive Aldridge’s Washington workers’ compensation immunity, so Aldridge owes no defense/indemnity or additional‑insured obligation under that provision.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of the unsigned second rental agreement / whether the replacement hammer is covered by the signed contract | The swap is a modification of the original signed rental agreement; unsigned form is inconsequential and Hammer 2 is covered | The second, unsigned agreement is not binding; oral lease only covers thing, price, term—not onerous indemnity clauses | Court: Treats the unsigned form as a valid modification of the signed agreement (Hammer 2 covered) based on parties' conduct and contract language allowing similar equipment |
| Enforceability of onerous indemnity provisions under Louisiana law (unsigned/oral lease rule) | APE: original signed agreement governs; modification binds even if unsigned; Russell distinguishable; Pierre supports enforceability | Aldridge: unsigned exchange creates only an oral lease; onerous provisions unenforceable (Russell) | Court: Louisiana law permits oral modification by conduct; original agreement + exchange form form a valid contract; onerous provisions thus part of contract |
| Whether indemnity clause constitutes a "clear and specific" waiver of Washington workers' compensation immunity | APE: contract language obligates Aldridge to defend/indemnify for claims arising from equipment/use, so APE is entitled to defense and indemnity | Aldridge: language is too broad/ambiguous and was not mutually negotiated; does not expressly waive RCW Title 51 immunity | Court: Indemnity language is broad and does not expressly reference waiver of RCW Title 51 or assume liability for claims by Aldridge employees; does not satisfy Washington's heightened "clear and specific" waiver standard; no waiver found |
| Duty to name APE as additional insured under Aldridge's policy | APE: §14 requires APE be named additional insured for liability covering §13 indemnity obligations | Aldridge: §14 flows from §13; because §13 does not create indemnity obligation re: employee claims, §14 cannot impose additional‑insured duty here | Court: Because §13 does not waive employer immunity and therefore imposes no enforceable indemnity for employee claims, Aldridge has no duty to name APE as additional insured under that provision |
Key Cases Cited
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (summary judgment standard; nonmovant must show genuine factual dispute)
- Little v. Liquid Air Corp., 37 F.3d 1069 (5th Cir. 1994) (nonmovant cannot rely on conclusory allegations or a scintilla of evidence)
- International Shortstop, Inc. v. Rally's, Inc., 939 F.2d 1257 (5th Cir. 1991) (court does not weigh evidence or assess credibility on summary judgment)
- Russell v. City of New Orleans, Dep’t of Prop. Mgmt., 732 So. 2d 66 (La. App. 4 Cir. 1999) (unsigned indemnity clause held unenforceable under facts of that case)
- Brown v. Prime Constr. Co., Inc., 684 P.2d 73 (Wash. 1984) (requirement that a waiver of industrial insurance immunity be "clear and specific")
- Calkins v. Lorain Div. of Koehring Co., 613 P.2d 143 (Wash. 1980) (ambiguous indemnity provisions strictly construed; public policy disfavors contracting away liability for negligence)
- Riggins v. Bechtel Power Corp., 722 P.2d 819 (Wash. Ct. App. 1986) (generic indemnity language insufficient to waive employer immunity)
- Waters v. Puget Sound & Light Co., 924 P.2d 925 (Wash. Ct. App. 1996) (broad "any and all claims" language is not a specific expression to waive employer immunity)
- Hatch v. City of Algona, 167 P.3d 1175 (Wash. Ct. App. 2007) (indemnity agreement unenforceable where it lacks specific waiver of statutory tort immunity)