indemnification clause in California

2016In such circumstances, “there is no language . . . which reasonably can be interpreted as addressing the issue of an achon between the parties on the contract.” (Ibid.) Similarly, an indemnification clause in which one party promised to “indemnify” the other from “ ‘any, all, and every claim’ which arises out of ‘the performance of the contract’ ” (Myers, supra, 13 Cal.App.4th at p. 974 ) deals only with third party claims, and cannot support an award of attorney fees in an action for breach of contract between the parties to the agreement (ibid.).

2015Indeed a contrary intent is evidenced by Civil Code section 2778, subdivision 3, including attorney fees as a matter of law as an item of recoverable loss in an indemnity agreement.” (Myers Building Industries, supra, 13 Cal.App.4th at p. 973 .) In the context of escrow agreements, an indemnification clause usually provides for recovery of funds, including attorney fees or costs, under circumstances in which the escrow holder has incurred extraordinary fees and costs as the result of disputes between the principals, or the principals and third parties. ( Campbell, supra, 78 Cal.App.4th at pp.

2001The terms must shock the conscience.” (American Software, Inc. v. Ali, supra, 46 Cal.App.4th at p. 1391 ; see also Kinney v. United Healthcare Services, Inc. (1999) 70 Cal.App.4th 1322, 1330 [ 83 Cal.Rptr.2d 348 ]; 24 Hour Fitness, Inc. v. Superior Court, supra, 66 Cal.App.4th at p. 1213 .) In the present case, we cannot say that the indemnification clause was so unreasonable, unjustified, or one-sided as to shock the conscience.

2001The terms must shock the conscience.” (American Software, Inc. v. Ali, supra, 46 Cal.App.4th at p. 1391 ; see also Kinney v. United Healthcare Services, Inc. (1999) 70 Cal.App.4th 1322, 1330 [ 83 Cal.Rptr.2d 348 ]; 24 Hour Fitness, Inc. v. Superior Court, supra, 66 Cal.App.4th at p. 1213 .) In the present case, we cannot say that the indemnification clause was so unreasonable, unjustified, or one-sided as to shock the conscience.

1996(Bay Development, Ltd. v. Superior Court (1990) 50 Cal.3d 1012, 1019-1020, 1029-1032 [ 269 Cal.Rptr. 720 , 791 P.2d 290 ] [implied contractual indemnity is a form of “equitable” indemnity within meaning of § 877.6, subd. (c)].) However, a good faith determination under section 877.6 “does not absolve a settling defendant from a subsequent indemnification claim in all circumstances.” (Bay Development, Ltd. v. Superior Court, supra, 50 Cal.3d at p. 1019 .) For example, our Supreme Court has held that a good faith settlement does not relieve a settling tortfeasor of its obligations to a nonsettli

1996(Bay Development, Ltd. v. Superior Court (1990) 50 Cal.3d 1012, 1019-1020, 1029-1032 [ 269 Cal.Rptr. 720 , 791 P.2d 290 ] [implied contractual indemnity is a form of “equitable” indemnity within meaning of § 877.6, subd. (c)].) However, a good faith determination under section 877.6 “does not absolve a settling defendant from a subsequent indemnification claim in all circumstances.” (Bay Development, Ltd. v. Superior Court, supra, 50 Cal.3d at p. 1019 .) For example, our Supreme Court has held that a good faith settlement does not relieve a settling tortfeasor of its obligations to a nonsettli

2015Indeed a contrary intent is evidenced by Civil Code section 2778, subdivision 3, including attorney fees as a matter of law as an item of recoverable loss in an indemnity agreement." (Myers Building Industries, supra, 13 Cal.App.4th 949, 973 .) In the context of escrow agreements, an indemnification clause usually provides for recovery of funds, including attorney fees or costs, under circumstances in which the escrow holder has incurred extraordinary fees and costs as the result of disputes between 11 the principals, or the principals and third parties. ( Campbell, supra, 78 Cal.App.4th 1328,

2015Indeed a contrary intent is evidenced by Civil Code section 2778, subdivision 3, including attorney fees as a matter of law as an item of recoverable loss in an indemnity agreement." (Myers Building Industries, supra, 13 Cal.App.4th 949, 973 .) In the context of escrow agreements, an indemnification clause usually provides for recovery of funds, including attorney fees or costs, under circumstances in which the escrow holder has incurred extraordinary fees and costs as the result of disputes between 11 the principals, or the principals and third parties. ( Campbell, supra, 78 Cal.App.4th 1328,

2015(Italics added, boldface omitted; see Zalkind, supra, 194 Cal.App.4th at p. 1025 .) The Rideaus’ hypothetical indemnity claim would be similar to their underlying breach of contract claim, to recover loss sustained by reason of the poor performance of the Instructions, except that an indemnity action would bring in the attorney fees language in the hold harmless clause.

2015(Zalkind, supra, 194 Cal.App.4th at p. 1025 .) The Rideaus' hypothetical indemnity claim would be similar to their underlying breach of contract claim, to recover loss sustained by reason of the poor performance of the Instructions, except that an indemnity action would bring in the attorney fees language in the hold harmless clause.

2007Marin Storage involved an indemnification clause that appeared on the reverse side of a document that described itself as a "Work Authorization and Contract," but which was more obviously an invoice for *363 work performed than a contract. ( Marin Storage, supra, 89 Cal.App.4th at p. 1047, 107 Cal.Rptr.2d 645 .) The reverse side was difficult to read and was presented for signature at the job site with no reasonable opportunity to read or consider the terms, and, according to the evidence, the document was treated by the plaintiff corporation as an invoice, not a contract purporting to modify

2007Marin Storage involved an indemnification clause that appeared on the reverse side of a document that described itself as a "Work Authorization and Contract," but which was more obviously an invoice for *363 work performed than a contract. ( Marin Storage, supra, 89 Cal.App.4th at p. 1047, 107 Cal.Rptr.2d 645 .) The reverse side was difficult to read and was presented for signature at the job site with no reasonable opportunity to read or consider the terms, and, according to the evidence, the document was treated by the plaintiff corporation as an invoice, not a contract purporting to modify

2025Companies (1988) 46 Cal.3d 287, 305-306 [settlement of third party’s claim against indemnitee is not “a conclusive judicial determination of the [indemnitee’s] liability . . . ”].) When it accepted the Blue Ridge settlement, respondent did not admit to a lack of insurance coverage for the Mele settlement or that the settlement fell outside the scope of the lease’s indemnification clause.

2023(See, e.g., Alberts, supra, 88 Cal.App.2d at p. 899 [“Liability is established 14 upon the rendition of a judgment against the indemnitee”].) Appellants claim that indemnification against a “judgment” is indemnification against “loss,” but the cases they cite do not support this proposition.

2023(See, e.g., Alberts, supra, 88 Cal.App.2d at p. 899 [“Liability is established 14 upon the rendition of a judgment against the indemnitee”].) Appellants claim that indemnification against a “judgment” is indemnification against “loss,” but the cases they cite do not support this proposition.

2016(Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, 951-952 [ 81 Cal.Rptr.3d 282 , 189 P.3d 285 ] (Edwards).) Section 2802 only applies, however, to expenditures made or losses sustained by an employee, and then, only to those expenditures or losses an employee must “necessarily incur.” (Gattuso v. Harte-Hanks Shoppers, Inc. (2007) 42 Cal.4th 554, 567 [ 67 Cal.Rptr.3d 468 , 169 P.3d 889 ]; see also Carter v. Entercom Sacramento, LLC (2013) 219 Cal.App.4th 337, 346 [ 161 Cal.Rptr.3d 782 ] [if employer offered legal counsel to employee, it would not be “necessary” for employee to hire own cou

2016(Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, 951-952 [ 81 Cal.Rptr.3d 282 , 189 P.3d 285 ] (Edwards).) Section 2802 only applies, however, to expenditures made or losses sustained by an employee, and then, only to those expenditures or losses an employee must “necessarily incur.” (Gattuso v. Harte-Hanks Shoppers, Inc. (2007) 42 Cal.4th 554, 567 [ 67 Cal.Rptr.3d 468 , 169 P.3d 889 ]; see also Carter v. Entercom Sacramento, LLC (2013) 219 Cal.App.4th 337, 346 [ 161 Cal.Rptr.3d 782 ] [if employer offered legal counsel to employee, it would not be “necessary” for employee to hire own cou

2016(Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, 951-952 [ 81 Cal.Rptr.3d 282 , 189 P.3d 285 ] (Edwards).) Section 2802 only applies, however, to expenditures made or losses sustained by an employee, and then, only to those expenditures or losses an employee must “necessarily incur.” (Gattuso v. Harte-Hanks Shoppers, Inc. (2007) 42 Cal.4th 554, 567 [ 67 Cal.Rptr.3d 468 , 169 P.3d 889 ]; see also Carter v. Entercom Sacramento, LLC (2013) 219 Cal.App.4th 337, 346 [ 161 Cal.Rptr.3d 782 ] [if employer offered legal counsel to employee, it would not be “necessary” for employee to hire own cou

2016(Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, 951-952 [ 81 Cal.Rptr.3d 282 , 189 P.3d 285 ] (Edwards).) Section 2802 only applies, however, to expenditures made or losses sustained by an employee, and then, only to those expenditures or losses an employee must “necessarily incur.” (Gattuso v. Harte-Hanks Shoppers, Inc. (2007) 42 Cal.4th 554, 567 [ 67 Cal.Rptr.3d 468 , 169 P.3d 889 ]; see also Carter v. Entercom Sacramento, LLC (2013) 219 Cal.App.4th 337, 346 [ 161 Cal.Rptr.3d 782 ] [if employer offered legal counsel to employee, it would not be “necessary” for employee to hire own cou

2016(Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, 951-952 [ 81 Cal.Rptr.3d 282 , 189 P.3d 285 ] (Edwards).) Section 2802 only applies, however, to expenditures made or losses sustained by an employee, and then, only to those expenditures or losses an employee must “necessarily incur.” (Gattuso v. Harte-Hanks Shoppers, Inc. (2007) 42 Cal.4th 554, 567 [ 67 Cal.Rptr.3d 468 , 169 P.3d 889 ]; see also Carter v. Entercom Sacramento, LLC (2013) 219 Cal.App.4th 337, 346 [ 161 Cal.Rptr.3d 782 ] [if employer offered legal counsel to employee, it would not be “necessary” for employee to hire own cou

2016(Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, 951-952 [ 81 Cal.Rptr.3d 282 , 189 P.3d 285 ] (Edwards).) Section 2802 only applies, however, to expenditures made or losses sustained by an employee, and then, only to those expenditures or losses an employee must “necessarily incur.” (Gattuso v. Harte-Hanks Shoppers, Inc. (2007) 42 Cal.4th 554, 567 [ 67 Cal.Rptr.3d 468 , 169 P.3d 889 ]; see also Carter v. Entercom Sacramento, LLC (2013) 219 Cal.App.4th 337, 346 [ 161 Cal.Rptr.3d 782 ] [if employer offered legal counsel to employee, it would not be “necessary” for employee to hire own cou

2016(Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, 951-952 [ 81 Cal.Rptr.3d 282 , 189 P.3d 285 ] (Edwards).) Section 2802 only applies, however, to expenditures made or losses sustained by an employee, and then, only to those expenditures or losses an employee must “necessarily incur.” (Gattuso v. Harte-Hanks Shoppers, Inc. (2007) 42 Cal.4th 554, 567 [ 67 Cal.Rptr.3d 468 , 169 P.3d 889 ]; see also Carter v. Entercom Sacramento, LLC (2013) 219 Cal.App.4th 337, 346 [ 161 Cal.Rptr.3d 782 ] [if employer offered legal counsel to employee, it would not be “necessary” for employee to hire own cou

2016And as the Supreme Court instructs, “[t]hough indemnity agreements resemble liability insurance policies, rules for interpreting the two classes of contracts do differ significantly.” (Crawford v. Weather Shield Mfg., Inc. (2008) 44 Cal.4th 541, 552 [ 79 Cal.Rptr.3d 721 , 187 P.3d 424 ] (Crawford) [a “public policy concern influences to some degree the manner in which noninsurance indemnity agreements are construed”].) “For example, it has been said that if one seeks, in a noninsurance agreement, to be indemnified . . . regardless of the indemnitor’s fault . . . language on the point must be p

2016And as the Supreme Court instructs, “[t]hough indemnity agreements resemble liability insurance policies, rules for interpreting the two classes of contracts do differ significantly.” (Crawford v. Weather Shield Mfg., Inc. (2008) 44 Cal.4th 541, 552 [ 79 Cal.Rptr.3d 721 , 187 P.3d 424 ] (Crawford) [a “public policy concern influences to some degree the manner in which noninsurance indemnity agreements are construed”].) “For example, it has been said that if one seeks, in a noninsurance agreement, to be indemnified . . . regardless of the indemnitor’s fault . . . language on the point must be p

2016(Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, 951-952 [ 81 Cal.Rptr.3d 282 , 189 P.3d 285 ] (Edwards).) Section 2802 only applies, however, to expenditures made or losses sustained by an employee, and then, only to those expenditures or losses an employee must “necessarily incur.” (Gattuso v. Harte-Hanks Shoppers, Inc. (2007) 42 Cal.4th 554, 567 [ 67 Cal.Rptr.3d 468 , 169 P.3d 889 ]; see also Carter v. Entercom Sacramento, LLC (2013) 219 Cal.App.4th 337, 346 [ 161 Cal.Rptr.3d 782 ] [if employer offered legal counsel to employee, it would not be “necessary” for employee to hire own cou

2016(Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, 951-952 [ 81 Cal.Rptr.3d 282 , 189 P.3d 285 ] (Edwards).) Section 2802 only applies, however, to expenditures made or losses sustained by an employee, and then, only to those expenditures or losses an employee must “necessarily incur.” (Gattuso v. Harte-Hanks Shoppers, Inc. (2007) 42 Cal.4th 554, 567 [ 67 Cal.Rptr.3d 468 , 169 P.3d 889 ]; see also Carter v. Entercom Sacramento, LLC (2013) 219 Cal.App.4th 337, 346 [ 161 Cal.Rptr.3d 782 ] [if employer offered legal counsel to employee, it would not be “necessary” for employee to hire own cou

2016Section 2802 provides in pertinent part, “An employer shall indemnify his or her employee for all necessary expenditures or losses incurred by the employee in direct consequence of the discharge of his or her duties . . . .” (§ 2802, subd. (a); see Cochran v. Schwan’s Home Service, Inc. (2014) 228 Cal.App.4th 1137, 1144 [ 176 Cal.Rptr.3d 407 ].) Section 2804 provides that this indemnification requirement cannot be waived by contract.

2016Section 2802 provides in pertinent part, “An employer shall indemnify his or her employee for all necessary expenditures or losses incurred by the employee in direct consequence of the discharge of his or her duties . . . .” (§ 2802, subd. (a); see Cochran v. Schwan’s Home Service, Inc. (2014) 228 Cal.App.4th 1137, 1144 [ 176 Cal.Rptr.3d 407 ].) Section 2804 provides that this indemnification requirement cannot be waived by contract.