Product Update

Standard of Interpretation Discussion Expanded in Contractual Risk Transfer


When faced with the task of discerning the meaning and intent of an indemnification clause, courts apply rules generally applicable to all written contracts. However, because of the unique nature of indemnity provisions, particular rules of interpretation have emerged that most courts apply to these clauses. To that end, for a court to enforce an indemnity clause in which the indemnitee is indemnified for its own negligence, the court must be satisfied that the parties intended such a risk transfer. The contract clause will be strictly construed, and there must be a provision setting out the intent to indemnify one party for its own wrongdoing. Such an obligation will not be implied from the contract. In other words, the intent to indemnify another party for its own negligence must be "clear and unequivocal." But do all courts interpreting indemnity provisions in which the indemnitee is indemnified for its own negligence apply the "clear and equivocal approach," or do other rules of interpretation exist? Learn the answer to this question in this Contractual Risk Transfer release, which provides an updated and expanded survey of cases from the District of Columbia and the 50 states that have addressed the standard of interpretation applied to indemnity provisions for the indemnitee's own negligence.

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