Alki Partners v. DB Fund Services, LLC

A contract’s indemnity clause requiring plaintiff to indemnify defendant against all claims resulting from defendant’s performance of the contract applied only to claims by third parties—and not to claims asserted by one contracting party against the other, since there was no explicit language indicating the parties intended to agree to fee-shifting in that manner.  A contract’s indemnity clause requiring plaintiff to indemnify defendant against all claims including attorney fees resulting from defendant’s performance of the contract applied only to claims by third parties, not claims asserted by one contracting party against the other.  Ordinarily, clauses using the terms “indemnify” or “hold harmless” only cover third party claims.  Here, the clause contained no other words indicating it was intended to cover claims as between the parties to the contract, but to the contrary explicitly referred to criminal actions, obviously a type of third party suit.  Accord:  Carr Business Enterprises, Inc. v. City of Chowchilla (2008) 166 Cal.App.4th 14.

California Court of Appeal, Fourth District, Division 1 (Nares, J.); October 24, 2016; 2016 WL 6156327

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