Campbell v. Beacon Mfg. Co., Inc.

• Citation: 438 S.E.2d 271,313 S.C. 451
• Decision Date: 06 December 1993
• Docket Number: No. 2095,2095
• Parties: Nellie P. CAMPBELL and Donald P. Campbell, Plaintiffs, v. BEACON MANUFACTURING COMPANY, INC., and Spartan Security, Inc., Individually and as Agent and/or Employee of Beacon Manufacturing Company, Inc., Defendants, of whom: Beacon Manufacturing Company, Inc., is Respondent, and Spartan Security, Inc., is Appellant. Appeal of SPARTAN SECURITY, INC.
• Court: Court of Appeals of South Carolina

Page 271

438 S.E.2d 271

313 S.C. 451

Nellie P. CAMPBELL and Donald P. Campbell, Plaintiffs, v. BEACON MANUFACTURING COMPANY, INC., and Spartan Security Inc., Individually and as Agent and/or Employee of Beacon Manufacturing Company, Inc. Defendants, of whom Beacon Manufacturing Company, Inc., is Respondent and Spartan Security, Inc., is Appellant. Appeal of SPARTAN SECURITY, INC.

No. 2095.

Court of Appeals of South Carolina.

Submitted Oct. 4, 1993.

Decided Dec. 6, 1993.

C. Stuart Mauney, of Gibbes & Clarkson, Greenville, for appellant.

John L. Choate and Pamela M. Pearson, both of Cozen & O'Connor, Columbia, for respondent.

BELL, Judge:

This is an action in contract for indemnification. Nellie P. Campbell and Donald P. Campbell, not parties to this appeal, sued Beacon Manufacturing Company, Inc., and Spartan Security, Inc., for damages resulting from a fire that destroyed a warehouse owned by the Campbells and leased by Beacon. Beacon hired Spartan to provide security at the warehouse. A Spartan employee admits setting the fire that destroyed the warehouse. Beacon cross claimed against Spartan seeking indemnification for any liability it might have to the Campbells. The circuit court granted Beacon's motion for summary judgment against Spartan. Spartan appeals. We affirm.

Beacon and Spartan executed a written agreement in July, 1989, in which Spartan agreed to provide security services for Beacon at its warehouse in Westminster, South Carolina. This agreement provided:

Contractor [Spartan] agrees to indemnify and hold harmless the Client [Beacon] against any and all judgments, damages, vehicle accidents and expenses, including without limitation, legal and other expenses the Contractor [sic] may incur defending any claims or legal actions, in whole or in part arising out of work done pursuant to this agreement or the acts of any of the Contractor's agents or employees.

Indemnity is that form of compensation in which a first party is liable to pay a second party for a loss or damage the second party incurs to a third party. Winnsboro v. Wiedeman-Singleton, Inc., 303 S.C. 52, 398 S.E.2d 500 (Ct.App.1990), aff'd, 307 S.C. 128, 414 S.E.2d 118 (1992). A right of indemnity may arise by contract (express or implied) or by operation of law as a matter of equity. Id. A contract of indemnity will be construed in accordance with the rules for the construction of contracts generally. Federal Pacific Electric v. Carolina Production Enterprises, 298 S.C. 23, 378 S.E.2d 56 (Ct.App.1989).

1. Spartan does not deny its employee set the fire. It argues, however, that setting the fire was an act outside the scope of employment and was, therefore, not covered by the indemnity clause. It cites cases involving the employer's vicarious liability in tort for arson committed by an employee.

This case does not raise a question of Spartan's tort liability for the wrongful acts of its employee. The question here is whether Spartan obligated itself by contract to indemnify Beacon. In other words, it involves a question of interpreting the contract. We must look to the language of the contract, and if it is unambiguous, the language alone determines the force and effect of the agreement. American Bankers Life Assurance Co. v. Frederick, --- S.C. ----, 431 S.E.2d 636 (Ct.App.1993) (Davis Adv.Sh. No. 16 at 31).

By the express terms of the contract, Spartan obligated itself...