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Leonardis v. Edison Glen Condominium Association

A-3120-03T3 (N.J. Super. App. Div. 2005) (Unpublished)

CONTRACTS; INDEMNIFICATION—There is a bright line rule that any agreement to indemnify another for losses caused by the indemnitee’s own negligence must expressly reference the negligence or fault of the indemnitee; therefore, as court should not engage in a process of interpretation and inference to find such an obligation.

An individual fell on accumulated ice in the common area operated by a condominium association. The association’s property manager acted under an agreement wherein the association agreed to “[i]ndemnify, defend, and save the AGENT harmless from all suits in connection with the Condominium and from liability for ... injuries to [any] ... other person whosoever… .” Another provision of the agreement provided that the association was not required to indemnify its manager “for willful misconduct and gross negligence by the manager.” The lower court “recognized that [a] contract must be carefully reviewed to determine if there is an explicit expression of an intent to indemnify another for its own negligence.” Although the lower court found that the actual indemnification language, “standing alone, did not expressly and unequivocally state that the Association had undertaken to indemnify [the manager] for its sole negligence,” it concluded that by reading the indemnification provision together with the provision that excluded indemnification for the manager’s gross negligence or willful conduct, it could be inferred that the association had agreed to indemnify the manager for the manager’s own negligence. On appeal, the Appellate Division “reiterated the oft-stated rule: a contract will not be construed or interpreted to indemnify the indemnitee against losses based on the indemnitee’s negligence absent unequivocal language.” In 2003, the New Jersey Supreme Court established a “bright line rule that any agreement to indemnify another for losses caused by the indemnitee’s own negligence must expressly reference the negligence or fault of the indemnitee. With that in mind, it rejected the lower court’s findings, holding that the lower court’s “process of interpretation and inference” was “the antithesis of an express and unequivocal undertaking.” Consequently, the Court held that the association was not required to indemnify its property manager for the property manager’s own negligence.


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