indemnity clause in Illinois

1991(Westinghouse, 395 Ill. at 433-35 .) When construing an indemnity clause, the court must consider the language and provisions as a whole.

1979The law applicable to the instant indemnification clause is that an indemnity clause will not indemnify against one’s own negligence unless such indemnification is expressed in clear and explicit language or such intention is expressed in unequivocal terms. 1 (Zadak v. Cannon (1974), 59 Ill. 2d 118 , 319 N.E.2d 469 ; Westinghouse Electric Elevator Co. v. LaSalle Monroe Building Corp. (1946), 395 Ill. 429 , 70 N.E.2d 604 ; McGinn v. Northwestern Steel & Wire Co. (1978), 68 Ill.

2020Louis v. Hardin, 2011 IL App (5th) 100201, ¶ 22 , where the indemnity clause was similar to the one in the present case, this court found the “clause [wa]s meant to apply to types of losses that would be covered by these forms of insurance—that is, those losses for which the renter is liable.” Moreover, this court also stated that “[w]hile this language is very broad, we do not believe it is broad enough to encompass claims for which the 17 defendant cannot be held liable under the law.” Id.

2020Louis v. Hardin, 2011 IL App (5th) 100201, ¶ 22 , where the indemnity clause was similar to the one in the present case, this court found the “clause [wa]s meant to apply to types of losses that would be covered by these forms of insurance—that is, those losses for which the renter is liable.” Moreover, this court also stated that “[w]hile this language is very broad, we do not believe it is broad enough to encompass claims for which the 17 defendant cannot be held liable under the law.” Id.

2019The court also found that a successor’s “potential liability for remedying the unfair labor practices is a matter which can be reflected in the price he pays for the business, or he may secure an indemnity clause in the sales contract which will indemnify him for liability arising from the seller’s unfair labor practices.” (Internal quotation marks omitted.) Id. ¶ 55 In addition to the aforementioned considerations, the court imposed successor liability for employment discrimination stating that, “[f]ailure to hold a successor employer liable for the discriminatory practices of its predecessor

2019The court also found that a successor's "potential liability for remedying the unfair labor practices is a matter which can be reflected in the price he pays for the business, or he may secure an indemnity clause in the sales contract which will indemnify him for liability arising from the seller's unfair labor practices." (Internal quotation marks omitted.) Id. ¶ 55 In addition to the aforementioned considerations, the court imposed successor liability for employment discrimination stating that, "[f]ailure to hold a successor employer liable for the discriminatory practices of its predecessor

1972Russell v. Shell Oil Co., 339 Ill.App. 168 ; Northern States Co., Inc. v. A. Finkl & Sons Co., 8 Ill.App.2d 419 ; De Tienne v. S. N. Nielsen Co., 45 Ill.App.2d 231 ; Patent Scaffolding Co. v. Standard Oil Co., 68 Ill.App.2d 29 ; Deel v. United States Steel Corp., 105 Ill.App.2d 170 .

1964Unless a contract is ambiguous, its meaning must be determined from the words used . . . [citingeases].” In Northern States Co., Inc. v. A. Finkl & Sons Co., 8 Ill App2d 419, 132 NE2d 59 , the indemnity clause provided that “the Contractor shall be responsible for any and all injury due to damage to any person and/or property, . . . arising directly or indirectly from or in connection with work performed or to be performed under this contract, including extra work, and shall hold the Owner harmless of any and all loss or damage from such injury,” (italicized in original) and the court held tha

2016See id.; Braye, 175 Ill. 2d at 217-18 . ¶ 39 ii.

2016See id.; Braye, 175 Ill. 2d at 217-18 . ¶ 39 ii.

2011If, as the supreme court held, Owens Corning's purchase of an entire asbestos factory from UNARCO (subject to the indemnity clause) did not reasonably support an inference that Owens Corning and UNARCO had agreed to conceal the dangers of asbestos ( McClure, 188 Ill.2d at 150 , 241 Ill.Dec. 787 , 720 N.E.2d 242 ), one cannot convincingly argue that Bendix's purchase of bags of asbestos from Johns-Manville supports an inference that Bendix and Johns-Manville entered into such an agreement, either. ¶ 107 Besides, buying bags of asbestos already was inherent in the parallel conduct.

2011If, as the supreme court held, Owens Corning's purchase of an entire asbestos factory from UNARCO (subject to the indemnity clause) did not reasonably support an inference that Owens Corning and UNARCO had agreed to conceal the dangers of asbestos ( McClure, 188 Ill.2d at 150 , 241 Ill.Dec. 787 , 720 N.E.2d 242 ), one cannot convincingly argue that Bendix's purchase of bags of asbestos from Johns-Manville supports an inference that Bendix and Johns-Manville entered into such an agreement, either. ¶ 107 Besides, buying bags of asbestos already was inherent in the parallel conduct.

2009Our supreme court noted that in Insurance Co. of North America v. Forty-Eight Insulations, Inc., 633 F.2d 1212 (6th Cir. 1980), the court held the insurers’ obligations under their respective policies were triggered only by a claimant’s exposure to asbestos during a policy period.

1997The insurer then urged the court to adopt the pro rata approach in Insurance Co. of North America v. Forty-Eight Insulations, Inc., 633 F.2d 1212 (6th Cir. 1980), aff’d on reh’g, 657 F.2d 814 (6th Cir. 1981), to allocate the indemnity and defense costs of each claim among the triggered policies.

2004As the First District noted, "[d]espite the distinction between exculpation and indemnification, an indemnity clause in a lease has the same effect as a lease exculpatory clause: the landlord does not pay." McMinn , 177 Ill.

2004As the First District noted, “[d]espite the distinction between exculpation and indemnification, an indemnity clause in a lease has the same effect as a lease exculpatory clause: the landlord does not pay.” McMinn, 177 Ill.

2003Count II alleged that the trial court in Weeks's negligence action found that there was a question of fact about whether defendant waived the liability limit afforded under the Workers' Compensation Act (820 ILCS 305/5 (West 1996)) and Kotecki v. Cyclops Welding Corp., 146 Ill.2d 155 , 166 Ill.Dec. 1 , 585 N.E.2d 1023 (1991).

2003Count II alleged that the trial court in Weeks’s negligence action found that there was a question of fact about whether defendant waived the liability limit afforded under the Workers’ Compensation Act (820 ILCS 305/5 (West 1996)) and Kotecki v. Cyclops Welding Corp., 146 Ill. 2d 155 (1991).

1999Hader, 207 Ill.

1999Hader, 207 Ill.

1998The defendant-buyer won and then claimed that it was entitled to attorney fees incurred in the lawsuit based on an indemnity clause in which the plaintiff-seller agreed to indemnify defendant-buyer from claims in connection with "[a]ny material misrepresentation, breach of any warranty or representation or nonfulfillment of any agreement, covenant or condition on the part of Seller" or with "any act, conduct, failure to act or omission to act of Seller which occurred or occurs at any time and which is not disclosed to Buyer as part of this [a]greement." Magnus , 235 Ill.

1998The defendant-buyer won and then claimed that it was entitled to attorney fees incurred in the lawsuit based on an indemnity clause in which the plaintiff-seller agreed to indemnify defendant-buyer from claims in connection with “[a]ny material misrepresentation, breach of any warranty or representation or nonfulfillment of any agreement, covenant or condition on the part of Seller” or with “any act, conduct, failure to act or omission to act of Seller which occurred or occurs at any time and which is not disclosed to Buyer as part of this [ajgreement.” Magnus, 235 Ill.

1998Watson cites Wilkey v. Illinois Racing Board , 65 Ill.

1998Watson cites Wilkey v. Illinois Racing Board, 65 Ill.

1997Since the bank settled that case with Sexton under a complaint that charged it with fault, the Dixon holding precludes the Bank from claiming that it was free from fault in order to recover from Rudman under the quasi-contractual indemnity theory that was applicable in American National Bank & Trust Co. v. Columbus-Cuneo-Cabrini Medical Center, 154 Ill. 2d 347 , 609 N.E.2d 285 (1992).

1997Since the bank settled that case with Sexton under a complaint that charged it with fault, the Dixon holding precludes the Bank from claiming that it was free from fault in order to recover from Rudman under the quasi-contractual indemnity theory that was applicable in American National Bank & Trust Co. v. Columbus-Cuneo-Cabrini Medical Center, 154 Ill. 2d 347 , 609 N.E.2d 285 (1992).

1997Section 2-1402(a), the statute authorizing the citation action, provides a mechanism by which a judgment creditor may initiate supplementary proceedings to discover the assets of a judgment debtor or third party, and apply those assets to satisfy the judgment. 735 ILCS 5/2-1402(a) (West 1992); Bloink v. Olson, 265 Ill.

1997Section 2 — 1402(a), the statute authorizing the citation action, provides a mechanism by which a judgment creditor may initiate supplementary proceedings to discover the assets of a judgment debtor or third party and apply those assets to satisfy the judgment. 735 ILCS 5/2—1402(a) (West 1992); Bloink v. Olson, 265 Ill.

1994App. 3d 352, 484 N.E.2d 542 , in which the court struck down an indemnity clause for violating the Act.

1994App. 3d at 364 , 484 N.E.2d at 551 .) The contract required the subcontractor to provide insurance to cover the indemnity clause.

1986App. 3d 967, 969-70 , 464 N.E.2d 1239, 1241-42 .) For example, in Heinrich v. Peabody International Corp. (1984), 99 Ill. 2d 344 , 459 N.E.2d 935 , our supreme court held that dismissal of an indemnity claim was final and appealable although a contribution claim based on the same accident was still pending.

1986App. 3d 967, 969-70 , 464 N.E.2d 1239, 1241-42 .) For example, in Heinrich v. Peabody International Corp. (1984), 99 Ill. 2d 344 , 459 N.E.2d 935 , our supreme court held that dismissal of an indemnity claim was final and appealable although a contribution claim based on the same accident was still pending.

1979App. 3d 632 , 386 N.E.2d 71 .) Each agreement is to be given a “fair and reasonable interpretation based upon a consideration of all of its language and provisions.” (Tatar v. Maxon Construction Co. (1973), 54 Ill. 2d 64, 67 , 294 N.E.2d 272, 274 .) In the event of any ambiguity in the language, the contract will be construed strictly against the party seeking indemnity for his own negligence.

1979App. 3d 632 , 386 N.E.2d 71 .) Each agreement is to be given a “fair and reasonable interpretation based upon a consideration of all of its language and provisions.” (Tatar v. Maxon Construction Co. (1973), 54 Ill. 2d 64, 67 , 294 N.E.2d 272, 274 .) In the event of any ambiguity in the language, the contract will be construed strictly against the party seeking indemnity for his own negligence.

1972Russell v. Shell Oil Co., 339 Ill.App. 168 ; Northern States Co., Inc. v. A. Finkl & Sons Co., 8 Ill.App.2d 419 ; De Tienne v. S. N. Nielsen Co., 45 Ill.App.2d 231 ; Patent Scaffolding Co. v. Standard Oil Co., 68 Ill.App.2d 29 ; Deel v. United States Steel Corp., 105 Ill.App.2d 170 .

1964In Russell v. Shell Oil Co., 339 Ill App 168, 89 NE2d 415 , the contract provision was as follows: “CONTRACTOR shall hold SHELL harmless from any and all claims for injury (including death), to persons (including CONTRACTOR’S agents and employees), or damage to property (including CONTRACTOR’S property), resulting from or arising in connection with any of CONTRACTOR’S operations,” and in that case the court held that negligence on the part of either the contractor or owner did not enter into the proper construction of the contract or indemnity since the injury resulted or arose in connection w

2026Joyce & Associates, 7 No. 1-25-0323 P.C., 2025 IL App (1st) 231973, ¶ 20 ; WLM Retail Trust v. Tramlaw Remainderman Limited Partnership, 2018 IL App (1st) 170819, ¶ 16 . ¶ 25 We now look to the indemnity clause and interpret its provisions.

2026Joyce & Associates, 7 No. 1-25-0323 P.C., 2025 IL App (1st) 231973, ¶ 20 ; WLM Retail Trust v. Tramlaw Remainderman Limited Partnership, 2018 IL App (1st) 170819, ¶ 16 . ¶ 25 We now look to the indemnity clause and interpret its provisions.

2023“To be legally sufficient, an indemnity claim must allege a pretort relationship between the counterplaintiff and the counterdefendant upon which a duty to indemnity may be predicated.” Bray, 2022 IL App (1st) 201214, ¶ 28 .