State of New York v. Panex Industries, Inc.
41 F. App'x 516
2d Cir.
2002
Check Treatment
Docket

SUMMARY ORDER

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that the judgment of the district court be AFFIRMED.

Dresser-Rand Company, Dresser Industries, Inc., and Turbodyne Electric Power Corporation, appeal from the judgment of the United States District Court for the Western District of New York (Elfvin, J.), dismissing their third-party claim for indemnification against Cooper Industries, Inc., and its wholly owned subsidiary, McGraw Edison Company. We affirm for substantially the reasons stated in Judge Elfvin’s opinion. New York, et al. v. Panex Indus., Inc., et al., 94-CV-0400E(F), 2001 WL 241791 (W.D.N.Y. Mar.8, 2001).

Appellants rely here (as with the district court) on the less-than-optimal phrasings of the contract. But they offer no competing, integrated reading that favors their position. In any event, appellants as indemnitees had the burden to show that there was “a ‘clear and unmistakable intent’ to indemnify.” Commander Oil Corp. v. Advance Food Serv. Equip., 991 F.2d 49, 51 (2d Cir.1993). Quibbles, grammatical imperfections, convoluted statements, and near ambiguities are not enough.