Area you Covered by a “Sufficiently Specific” Indemnity Clause?

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Patrick J. McBurney

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By Pannone Lopes Devereaux & West LLC of Pannone Lopes Devereaux & West LLC on Tuesday, December 13, 2016.

In a recent Rhode Island Superior Court case, the court once again addressed the question of whether a contractual indemnity clause was “sufficiently specific” to be enforceable. The case arose out of a situation wherein a nursing home had contracted for a landscaping company to provide ice management and snow removal services for the nursing home’s walkways and parking lots. With regard to one particular snow storm, the company performed plowing, sanding, shoveling, and ice melting services at the nursing home on the day of the storm. Then, the following day, the landscaper returned to the nursing home, but failed to apply any ice melt. Unfortunately, a pedestrian slipped and fell on ice that had formed on the nursing home’s walkway. The pedestrian filed suit against the nursing home, who then filed an action against the landscaping company based upon the indemnity clause it had in its contract with the company. The court determined that the harm that was suffered by the pedestrian was a direct result of the landscaper’s failure to provide the ice melt services. The court further determined that the indemnity clause, which held the landscaper liable for a “breach of any contractual duty,” was sufficiently specific to cover the circumstances of the case. The court determined that the landscaping company was required to indemnify the nursing the home.When drafting indemnification clauses, it is important to remember that such clauses have to be “sufficiently specific,” and that courts are instructed to construe the clause against the party alleging the right to contractual indemnity. In many cases, courts have determined that the use of generalized language did not cover the circumstances of the case. Accordingly, a party seeking contractual indemnity would be wise to specifically set forth the specific parameters of an indemnification clause to the greatest extent possible. This may avoid a court construing general terms against a party when it seeks to be indemnified, as well as the unpredictable results that might follow. For more information on this issue or other legal matters, contact Attorney Patrick J. McBurney at 401-824-5100 or email pmcburney@pldw.com. We welcome your comments, questions or suggestions.

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