indemnity clause in Florida

1991Under the indemnity clause at issue here, the County is entitled to indemnity for the former, but not the latter, see Charles Poe Masonry, Inc., 374 So.2d at 489 , upon proof of [1] its "`potential liability to [the original plaintiff] and [2] the reasonableness of the settlement.'" Mortgage Guarantee Ins.

1982The basis for our holding is that (1) Puder had no valid claim for contribution from Raymond since Raymond had previously settled its obligations via a mechanics' lien action and there was no evidence of bad faith in connection with the *79 settlement, Metropolitan Dade County Transit Authority v. Simmons, 375 So.2d 858 (Fla. 3d DCA 1979), cert. denied, 386 So.2d 639 (Fla. 1980); Seaboard Coast Line Railroad Co. v. Gordon, 328 So.2d 206 (Fla. 1st DCA 1976); (2) the legal relationship between Puder and Raymond would not support an indemnity claim and, in addition, there was no evidence that Ray

1998See Charles Poe Masonry, Inc. v. Spring Lock Scaffolding Rental Equipment Co., 374 So.2d 487 (Fla.1979).

1991See Charles Poe Masonry, Inc. v. Spring Lock Scaffolding Rental Equipment Co., 374 So.2d 487 (Fla. 1979); University Plaza Shopping Center, Inc. v. Stewart, 272 So.2d 507 (Fla. 1973). [3] See supra note 2. [4] Contrary to FAFCO's argument, the vicarious liability claim based on ultrahazardous activity was potentially viable under the law — although ultimately, as urged, it may have failed if the case had been tried and appealed.

2024LLC, 230 So. 3d 108, 113 (Fla. 3d DCA 2017) (“[A] party to a contract cannot use an indemnity clause to shift attorney fees between the parties unless the language of the clause shows an intent to clearly and unambiguously shift the fees.” (quoting NevadaCare, Inc. v. Dep’t of Human Servs., 783 N.W.2d 459, 471 (Iowa 2010))). 2

2017This rule that indemnity provisions are limited to third-party claims unless a contract clearly and unambiguously shows an intent to extend indemnity to first-party claims is in accord with the' holdings in a majority of the jurisdictions that have considered similar 'issues. ’ See generally, NevadaCare, Inc. v. Dep’t of Human Servs., 783 N.W.2d 459, 471 (Iowa 2010) (noting that a clause that uses' “the terms ‘indemnify’ and ‘hold harmless’ indicates an intent by the parties to protect a party from claims made by third parties rather than those brought by a party to the contract” and “a party

2013See Broward Marine, Inc. v. New England Marine Corp. of Del., 386 So.2d 70, 73 (Fla. 2d DCA 1980); Lin-pro Fla. Inc. v. Almandinger, 603 So.2d 666, 666-67 (Fla. 4th DCA 1992).

1983Broward Marine, Inc. v. New England Marine Corp. of Delaware, 386 So.2d 70, 76 (Fla. 2d DCA 1980); American Home Assurance Co. v. City of Opa Locka, 368 So.2d 416 (Fla. 3d DCA 1979); Barnett Bank of Miami v. Mutual of Omaha Insurance Co., 354 So.2d 114 (Fla. 3d DCA 1978); Central Truck Lines, Inc. v. White Motor Corp., 316 So.2d 579 (Fla. 3d DCA 1975).

1986See Insurance Company of North America v. King, 340 So.2d 1175 (Fla. 4th DCA 1976).

1979American Home argues that the indemnity claim does not lie because the plaintiff's original complaint alleged that Opa Locka was guilty of active misconduct, among other things, in negligently hiring LeMuer. [2] However, as the court held in Insurance Co. of North America v. King, 340 So.2d 1175, 1176 (Fla. 4th DCA 1976): "We conclude that it is an indemnitee's actual wrongdoing or lack of it, rather than allegations of wrongdoing, which determine the indemnitee's rights.

1984That this must be a clear and unequivocal statement was emphasized by the Florida Supreme Court in University Plaza Shopping Center, Inc. v. Stewart, 272 So.2d 507 (Fla. 1973) where it addressed the issue in the context of an indemnity clause in a contract.

1973The indemnity clause or contract simply affects a *208 change in the person who ultimately has to pay for the damages, i.e., the promisor (indemnitor) in an indemnity contract undertakes to protect the promisee (indemnitee) against loss or damage through a liability on the part of the latter to a third person. 175 A.L.R. 8 , 21; Royal Indemnity Co. v. Knott, 1931, 101 Fla. 1495 , 136 So. 474 ; cf. University Plaza Shopping Center v. Stewart, Fla. 1973, 272 So.2d 507 ; Middleton v. Lomaskin, Fla.App. 1972, 266 So.2d 678 ; Poche v. Leon Motor Lodge, Inc., Fla.App. 1973, 275 So.2d 55 . [1] Under

2025Co. v. Americaribe-Moriarty JV, 906 F. 3d 1329, 1337 (11th Cir. 2018). “[A] party to a contract cannot use an indemnity clause to shift attorney fees between the parties unless the language of the clause shows an intent to clearly and unambiguously shift the fees.” MVW Mgmt., 230 So. 3d at 113 .

2024LLC, 230 So. 3d 108, 113 (Fla. 3d DCA 2017) (“[A] party to a contract cannot use an indemnity clause to shift attorney fees between the parties unless the language of the clause shows an intent to clearly and unambiguously shift the fees.” (quoting NevadaCare, Inc. v. Dep’t of Human Servs., 783 N.W.2d 459, 471 (Iowa 2010))). 2

2018Corp. v. Stewart, 427 So. 2d 776, 780 (Fla. 3d DCA 1983) (“[T]he law has always permitted a person to bring an indemnity claim quite apart from the characterization of his conduct in the original complaint filed by the injured party.”); Rea v. Barton Protective Servs., Inc., 660 So. 2d 772, 773 (Fla. 4th DCA 1995) (recognizing the indemnity cross-claim was not bound by the allegations of the original complaint and its characterization of conduct).

1991Corp. v. Stewart, 427 So.2d 776 , 780 n. 2 (Fla. 3d DCA) (quoting from G.

2007See Id. (concluding that subcontractor's liability was not based on the indemnity clause, but on its breach of contract by failing to make general contractor a named insured); see also Apol v. Shaw, 647 So.2d 139, 141 (Fla. 1st DCA 1994) (concluding "Lem T.'s third party complaint stated a cause of action for breach of contract arising from Pizza Hut's failure to maintain liability insurance covering the demised premises and naming Lem T. as an additional insured").

1994In the present case, as in Cone Bros., liability of the obligor under the contract was not "based on the indemnity clause, but on its breach of contract by failing to make [the obligee] a named insured." 458 So.2d at 855 .

1991See American Home Assurance Co. v. City of Opa Locka, 368 So.2d 416 (Fla. 3d DCA 1979); see generally, Wetherington, Tort Indemnity in Florida, 8 Fla.St.U.L.Rev. 383, 424-427 (1980).

1991Florida Patient’s Compensation Fund v. Miller, 436 So.2d 932, 933 (Fla. 3d DCA 1983); American Home Assurance Co. v. City of Opa Locka, 368 So.2d 416 (Fla. 3d DCA 1979).

2025Co. v. Americaribe-Moriarty JV, 906 F. 3d 1329, 1337 (11th Cir. 2018). “[A] party to a contract cannot use an indemnity clause to shift attorney fees between the parties unless the language of the clause shows an intent to clearly and unambiguously shift the fees.” MVW Mgmt., 230 So. 3d at 113 .

2019See Parodi v. Fla. Contracting Co., 16 So. 3d 958, 961 (Fla. 1st DCA 2009) (finding JCC properly reserved jurisdiction on unmediated PFBs).

2018Corp. v. Stewart, 427 So. 2d 776, 780 (Fla. 3d DCA 1983) (“[T]he law has always permitted a person to bring an indemnity claim quite apart from the characterization of his conduct in the original complaint filed by the injured party.”); Rea v. Barton Protective Servs., Inc., 660 So. 2d 772, 773 (Fla. 4th DCA 1995) (recognizing the indemnity cross-claim was not bound by the allegations of the original complaint and its characterization of conduct).

2017This rule that indemnity provisions are limited to third-party claims unless a contract clearly and unambiguously shows an intent to extend indemnity to first-party claims is in accord with the' holdings in a majority of the jurisdictions that have considered similar 'issues. ’ See generally, NevadaCare, Inc. v. Dep’t of Human Servs., 783 N.W.2d 459, 471 (Iowa 2010) (noting that a clause that uses' “the terms ‘indemnify’ and ‘hold harmless’ indicates an intent by the parties to protect a party from claims made by third parties rather than those brought by a party to the contract” and “a party

2017This rule that indemnity provisions are limited to third-party claims unless a contract clearly and unambiguously shows an intent to extend indemnity to first-party claims is in accord with the' holdings in a majority of the jurisdictions that have considered similar 'issues. ’ See generally, NevadaCare, Inc. v. Dep’t of Human Servs., 783 N.W.2d 459, 471 (Iowa 2010) (noting that a clause that uses' “the terms ‘indemnify’ and ‘hold harmless’ indicates an intent by the parties to protect a party from claims made by third parties rather than those brought by a party to the contract” and “a party

2013Serv., Inc., 648 F.Supp.2d 1371, 1379 (M.D.Fla.2009) (holding that a City, which was sued by an electrical contractor for breach of contract following a dispute regarding additional costs necessary to complete electrical work, could maintain a common law indemnity claim against a design professional “to the extent the City is found to be without fault for the conduct which forms the basis of the indemnity claim”); Hiller Group, Inc. v. Redwing Carriers, Inc., 779 So.2d 602, 608-04 (Fla. 2d DCA 2001) (holding that a fuel broker, which was sued by a marina for breach of warranty and breach of co

2013See Broward Marine, Inc. v. New England Marine Corp. of Del., 386 So.2d 70, 73 (Fla. 2d DCA 1980); Lin-pro Fla. Inc. v. Almandinger, 603 So.2d 666, 666-67 (Fla. 4th DCA 1992).

2013See Reedy Creek, 486 So.2d at 647 ; Greenhut Constr., 247 So.2d at 524 .

2013Serv., Inc., 648 F.Supp.2d 1371, 1379 (M.D.Fla.2009) (holding that a City, which was sued by an electrical contractor for breach of contract following a dispute regarding additional costs necessary to complete electrical work, could maintain a common law indemnity claim against a design professional “to the extent the City is found to be without fault for the conduct which forms the basis of the indemnity claim”); Hiller Group, Inc. v. Redwing Carriers, Inc., 779 So.2d 602, 608-04 (Fla. 2d DCA 2001) (holding that a fuel broker, which was sued by a marina for breach of warranty and breach of co

2009Finally, in Gulf Oil Corp. v. Atlantic Coast Line Railroad Co., 196 So.2d 456, 457 (Fla. 2d DCA 1967), the indemnity clause read: That Licensee (plaintiff) shall and will at all times indemnify and save harmless the Licensors, their successors and assigns, from, and will pay and discharge all loss, costs, expense and damage to persons or property resulting from or in any manner connected with the laying, maintenance, operation or presence of said pipe lines or contents thereof on the premises of the Licensors or the removal of said pipe lines therefrom.

2009After reviewing the case law, this court concluded “that in order for an indemnity clause or contract to indemnify against an indemnitee’s own negligence, the clause or contract must expressly state that such liability is undertaken by the indemnitor.” Id. at 459 .

2009See Borden v. Phillips, 752 So.2d 69 (Fla. 1st DCA 2000) (where the term ‘negligence’, as used in an indemnity clause, is not limited, it should be construed as intending to encompass all forms of negligence, simple or gross, with only intentional torts being excluded); Theis v. J & J Racing Promotions, 571 So.2d 92 (Fla. 2d DCA 1990) (a waiver releasing a party from “negligence” excused that party from liability for all forms of negligence, simple or gross, because the term was not limited in the contract).

2007See Id. (concluding that subcontractor's liability was not based on the indemnity clause, but on its breach of contract by failing to make general contractor a named insured); see also Apol v. Shaw, 647 So.2d 139, 141 (Fla. 1st DCA 1994) (concluding "Lem T.'s third party complaint stated a cause of action for breach of contract arising from Pizza Hut's failure to maintain liability insurance covering the demised premises and naming Lem T. as an additional insured").

2003See GAB Business Services, Inc. v. Syndicate 627, 809 F.2d 755 (11th Cir. 1987) (construing Florida law); Maseda v. Honda Motor Co., 861 F.2d 1248 (11th Cir.1988) (construing Florida law).