indemnification clause in Ohio

2022Co. requirements.” Wildcat Drilling, 164 Ohio St.3d 480 at ¶ 17 .1 The justices believed the trial court assumed indemnification was automatic due to the indemnification clause (an assumption adopted by the third opinion) while the appellate court assumed the Globe requirements automatically applied to contractual indemnification (without analyzing whether the contract contained a clear intent to abrogate those requirements).

2022Justice Donnelly dissented, stating that Globe always applies, regardless of whether there is an indemnification provision in a contract: "If the parties to a contract intend to override [the Globe's requirements], they should do so expressly, not impliedly by merely including an indemnification clause." Wildcat Drilling, 2020-Ohio-6821 at ¶ 44 .

2026Ltd. v. Piper, 2008-Ohio-2495 (3d Dist.).

2024Id. at p. 8-9 and 12-13.

2023Therefore, when parties have entered into an agreement or contract that includes an indemnification clause, unless that clause is ambiguous or otherwise unlawful, it will be applied as written because the agreement or contract governs the rights of the parties. - 13 - Clermont CA2022-01-003 Wildcat Drilling, L.L.C. v. Discovery Oil & Gas, L.L.C., Slip Opinion No. 2023-Ohio-3398, ¶ 17 . {¶ 42} Under the Agreement, Godoy agreed to indemnify TQL for any claim for loss or damage to the ice cream.

2022Co. v. Trowbridge, 41 Ohio St.2d 11, 14 , 321 N.E.2d 787 (1975). {¶40} The indemnification clause required Blue Sky to indemnify the facilities defendants against any “damages, losses, liabilities, costs, expenses, including reasonable attorney’s fees and fines from any governmental agency * * * arising out of or in any manner directly or indirectly related to the Therapist’s Services.” {¶41} The indemnification clause is broadly worded and encompasses any damages that the facilities defendants incurred as a result of Blue Sky’s services under the agreements.

2022Co. v. Trowbridge, 41 Ohio St.2d 11, 14 , 321 N.E.2d 787 (1975). {¶40} The indemnification clause required Blue Sky to indemnify the facilities defendants against any “damages, losses, liabilities, costs, expenses, including reasonable attorney’s fees and fines from any governmental agency * * * arising out of or in any manner directly or indirectly related to the Therapist’s Services.” {¶41} The indemnification clause is broadly worded and encompasses any damages that the facilities defendants incurred as a result of Blue Sky’s services under the agreements.

2021In this case, because TRAX sought monetary damages, i.e., a legal remedy, the trial court correctly instructed the jury the standard of proof is a “preponderance of the evidence.” {¶88} Next, appellants assert the jury’s verdict on TRAX’s fraud claim is against the manifest weight of the evidence. {¶89} “[A]n appellate court will not reverse a judgment as being contrary to the weight of the evidence as long as there is some competent, credible evidence supporting the judgment.” In re Kangas, 11th Dist. Ashtabula No. 2006-A-0084, 2007-Ohio-1921, ¶81 .

2020Coroner, 7th Dist. Columbiana No. 12 CO 51 , 2014-Ohio-5512, ¶ 44 . {¶67} Accordingly, Rousenberg’s cross-assignment of error has merit to the extent that the issue is ripe for the trial court to review. {¶68} For the reasons stated above, the trial court’s judgment is hereby affirmed and the matter is remanded for the trial court to address the indemnification claim.

2020Corp., 140 Ohio St.3d 193 , 2014-Ohio-3095 , 16 N.E.3d 645, ¶ 8 . {¶ 25} The indemnification clause in this case provides that appellee, Wildcat Drilling, L.L.C., shall assume full responsibility for and shall defend, indemnify, and hold [appellant, Discovery Oil and Gas, L.L.C.,] and its joint owners harmless from and against any loss, damage, expense, claim, fine and penalty, demand, or liability for pollution or contamination, including control and removal thereof, that ordinates on or above the 12 January Term, 2020 surface of the land or water from spills, leaks, or discharges of * * * li

2020Corp., 140 Ohio St.3d 193 , 2014-Ohio-3095 , 16 N.E.3d 645, ¶ 8 . {¶ 25} The indemnification clause in this case provides that appellee, Wildcat Drilling, L.L.C., shall assume full responsibility for and shall defend, indemnify, and hold [appellant, Discovery Oil and Gas, L.L.C.,] and its joint owners harmless from and against any loss, damage, expense, claim, fine and penalty, demand, or liability for pollution or contamination, including control and removal thereof, that ordinates on or above the 12 January Term, 2020 surface of the land or water from spills, leaks, or discharges of * * * li

2020Co. [v. Schmitt, 142 Ohio St. 595 , 53 N.E.2d 790 (1944),] should apply whether or not there is an indemnification clause in a contract.” Wildcat Drilling, L.L.C. at ¶ 44 (Donnelly, J., dissenting).

2020Co. [v. Schmitt, 142 Ohio St. 595 , 53 N.E.2d 790 (1944),] should apply whether or not there is an indemnification clause in a contract.” Wildcat Drilling, L.L.C. at ¶ 44 (Donnelly, J., dissenting).

2020See, e.g., One Beacon Ins., L.L.C. v. M & M Pizza, Inc., 160 N.H. 638, 644 , 8 A.3d 18 (2010) (when the indemnitor is not given notice and the opportunity to defend, the indemnitee must demonstrate actual liability); Valloric v. Dravo Corp., 178 W.Va. 14, 19 , 357 S.E.2d 207 (1987) (same); id. at fn. 8 (citing cases); Sompo Japan Ins.

2020See, e.g., One Beacon Ins., L.L.C. v. M & M Pizza, Inc., 160 N.H. 638, 644 , 8 A.3d 18 (2010) (when the indemnitor is not given notice and the opportunity to defend, the indemnitee must demonstrate actual liability); Valloric v. Dravo Corp., 178 W.Va. 14, 19 , 357 S.E.2d 207 (1987) (same); id. at fn. 8 (citing cases); Sompo Japan Ins.

2019Public policy requires that under such circumstances the indemnification clause must be strictly construed against the one seeking indemnity and indemnification will not be provided unless so expressed Stark County, Case Nos. 2018CA00104 & 2018CA00139 7 in clear and unequivocal language.” Teledyne Osco Steel v. Woods, 39 Ohio App.3d 145 (1987), citing, George H.

2017While Vaughan certainly supports Ayers’s position, it is evident that the holding in Vaughan is an outlier and its precedential value is minimal given the federal court’s more recent holding in Ajamu. {¶42} We find the trial court’s reliance on Memphis v. Roberts, 528 S.W.2d 201 (Tenn.1975), to be equally unpersuasive.

2017While Vaughan certainly supports Ayers's position, it is evident that the holding in Vaughan is an outlier and its precedential value is minimal given the federal court's more recent holding in Ajamu . {¶ 42} We find the trial court's reliance on Memphis v. Roberts, 528 S.W.2d 201 (Tenn.1975), to be equally unpersuasive.

2014Anderson v. Ceccardi 6 Ohio St.3d 110, 114 , 451 N.E.2d 780 (1983). {¶37} We concur with the trial court that the clause in this case is an exculpatory clause and not an indemnification clause.

2014Anderson v. Ceccardi 6 Ohio St.3d 110, 114 , 451 N.E.2d 780 (1983). {¶37} We concur with the trial court that the clause in this case is an exculpatory clause and not an indemnification clause.

2014Co., 32 Ohio St.3d 238, 240 , 513 N.E.2d 253 (1987).

2014Co., 32 Ohio St.3d 238, 240 , 513 N.E.2d 253 (1987).

2011R.C. 2805.31 “prohibits only construction indemnity agreements that indemnify ‘against liability for damages * * * initiated or proximately caused by or resulting from the negligence of the promisee.’ ” Stickovich v. Cleveland (2001), 143 Ohio App.3d 13, 34 , 757 N.E.2d 50 .

2011R.C. 2805.31 “prohibits only construction indemnity agreements that indemnify ‘against liability for damages * * * initiated or proximately caused by or resulting from the negligence of the promisee.’ ” Stickovich v. Cleveland (2001), 143 Ohio App.3d 13, 34 , 757 N.E.2d 50 .

2011No. 06 MA 54, 2006-Ohio-7058 (“under the doctrine of indemnification, the principal, from whom the plaintiff seeks to recover, is only secondarily or passively liable and able to seek reimbursement from the agent who is primarily or actively liable”), the Court finds Stark County, Case No. 2011CA00002 7 that any claim for indemnity from Kloots/Leonard premature and not ripe for consideration by this Court.” (Dec. 20, 2010 Judgment Entry). {¶22} The trial court then dismissed any claims concerning indemnification by Kloots/Leonard as premature.

2007Blakemore v. Blakemore (1983), 5 Ohio St.3d 217 , 50 OBR 481 , 450 N.E.2d 1140 . {¶ 30} "The term discretion itself involves the idea of choice, of an exercise of the will, of a determination made between competing considerations." State v. Jenkins (1984), 15 Ohio St.3d 164 , 222 , quoting Spalding v. Spalding (1959), 355 Mich. 382 , 384-385 .

2007Blakemore v. Blakemore (1983), 5 Ohio St.3d 217 , 50 OBR 481 , 450 N.E.2d 1140 . {¶ 30} "The term discretion itself involves the idea of choice, of an exercise of the will, of a determination made between competing considerations." State v. Jenkins (1984), 15 Ohio St.3d 164 , 222 , quoting Spalding v. Spalding (1959), 355 Mich. 382 , 384-385 .