422 S.W.3d 330
Mo. Ct. App.2013Background
- DSI sought indemnity from Somerset defendants over a payment bond for the Woods of Somerset subdivision project.
- The indemnity appears on an Application form; page two contains the indemnity clause and signing instructions.
- Somerset defendants signed the form with some blanks filled after, notably missing signatures on the right lines and on the left column’s second page.
- DSI issued the bond listing Somerset Development, LLC as principal; Barney Ashner signed the bond.
- Trial court found no meeting of the minds and that the indemnity was not properly executed; reversed on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the indemnity agreement was properly executed | DSI contends all required signatures were obtained and the agreement binds the defendants. | Somerset argues blanks remained, key signatories were missing, and thus execution was invalid. | Indemnity not ambiguous; properly executed despite blanks; reversed for enforcement. |
Key Cases Cited
- Warren Supply Co. v. Lyle’s Plumbing, LLC, 74 S.W.3d 816 (Mo.App.W.D.2002) (personal liability disputed depending on principal disclosure)
- Care Center of Kansas City v. Horton, 173 S.W.3d 353 (Mo.App.W.D.2005) (contract interpretation; plain meaning governs when unambiguous)
- DCW Enters., Inc. v. Terre du Lac Ass’n, Inc., 953 S.W.2d 127 (Mo.App.E.D.1997) (parol evidence relevance depends on contract clarity)
- J.W. Jenkins Sons Music Co. v. Johnson, 162 S.W.308 (Mo.App.1914) (written contracts merge prior negotiations; parol evidence generally barred)
- Murphy v. Carron, 536 S.W.2d 30 (Mo.banc 1976) (standard of review for bench trial judgments)