Kieffer v. Buy
| Decision Date | 15 March 2011 |
| Citation | 14 A.3d 737,205 N.J. 213 |
| Parties | Tina KIEFFER and Kevin Kieffer, Plaintiffs,v.BEST BUY, Defendant/Third–Party Plaintiff–Respondent,v.American Industrial Cleaning, Third–Party Defendant/Fourth–Party Plaintiff–Respondent,v.All Cleaning Solutions, Fourth–Party Defendant–Appellant. |
| Court | New Jersey Supreme Court |
OPINION TEXT STARTS HERE
Robert M. Brigantic, Chatham, argued the cause for appellant (Maloof, Lebowitz, Connahan & Oleske, attorneys).Francis W. Worthington argued the cause for respondent Best Buy (Worthington & Worthington, attorneys).Miriam R. Rubin, New Brunswick, argued the cause for respondent American Industrial Cleaning.Justice ALBIN delivered the opinion of the Court.
American Industrial Cleaning Co., Inc. (AIC) entered into an agreement with Best Buy Stores, L.P. (Best Buy) to clean and provide maintenance for its stores. AIC then subcontracted to All Cleaning Solutions Co. (All Cleaning) the daily cleaning of a Best Buy store in Holmdel. This case involves the interpretation of an indemnification agreement between AIC and All Cleaning. That agreement required All Cleaning to defend and indemnify AIC and Best Buy “from any connection with any act of negligence, omission, or conduct arising out of the operation of [All Cleaning's] business.”
In a civil action, plaintiff Tina Kieffer alleged that she fell and suffered personal injuries as a result of the unsafe condition of the floor of the Holmdel Best Buy. AIC, All Cleaning, and Best Buy were all eventually named as defendants in that action. The trial court granted summary judgment in favor of all three defendants, concluding that they were not negligent or otherwise liable for the patron's injuries. Despite the no-negligence finding, the court ruled that All Cleaning was responsible to pay the legal defense costs of both AIC and Best Buy. The Appellate Division affirmed that finding.
We now reverse. We conclude that, under the terms of the indemnification agreement, All Cleaning had no contractual obligation to reimburse either AIC or Best Buy for their legal costs in the absence of a legal determination that All Cleaning caused—by its “negligence, omission, or conduct”—the injuries suffered by Kieffer.
On June 19, 2004, while shopping at Best Buy in Holmdel, Tina Kieffer “slipped and fell” on what she described as “a slippery substance.” 1 She recalled that she was wearing sandals, “[t]he floor was very waxed,” and “[t]here were no signs or warnings.” She claimed that she did not observe “the dangerous condition” until after her fall, and that she “left skid marks on the floor.” Kieffer suffered serious injuries to her ankle, including a bone fracture. Kieffer's mother, who was shopping with her, did not see or know what caused her daughter to fall.
All Cleaning provided cleaning services to the Holmdel Best Buy seven days a week. On the day of the accident, between 6:00 a.m. and 7:30 a.m., All Cleaning “swept, dusted, mopped and autoscrubbed” the floors. It had last waxed the store's floors nearly three months before the accident. According to the store manager's notation on a floor-maintenance form, the waxing was “satisfactory.” 2
An expert retained by Kieffer, Dr. Wayne F. Nolte, Ph.D., P.E., a professional engineer, opined that in the area where Kieffer fell “the floor finish material was not properly applied” and that “the floor treatment was not uniform and consistent with the surrounding area.” He concluded that “[t]he hazardous conditions created and maintained by Best Buy, [AIC] and [All Cleaning] caused this accident.”
In March 2006, Kieffer filed a civil complaint against Best Buy, alleging that she suffered personal injuries as a result of Best Buy's negligent maintenance of its Holmdel store. Later, Kieffer filed an amended complaint, naming AIC and All Cleaning as defendants and alleging that their negligence too was the proximate cause of her injuries. Her husband, a co-plaintiff, alleged a claim for loss of consortium in both complaints. 3 Best Buy filed a third-party complaint against AIC, claiming that AIC was “perform[ing] floor maintenance at the store” at the time of the accident and was contractually bound to defend and indemnify Best Buy. In turn, AIC filed a fourth-party complaint against All Cleaning, claiming that All Cleaning was “perform[ing] floor maintenance at the store” when the accident occurred and was contractually obligated to defend and indemnify AIC.
In December 2002, AIC entered into a contract with Best Buy, agreeing to furnish seven-day-a-week cleaning services to forty-seven Best Buy stores, including the Holmdel store at issue in this case. Under the agreement, AIC was permitted to delegate its duties to others but remained “solely responsible for the conduct of all such Subcontractors.” The contract—denominated as the Floor Care Service Agreement—provided that AIC would
indemnify, defend and hold harmless, Best Buy ... from and against any and all losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims, demands, settlements, judgments, and other expenses (including but not limited to cost of defense, settlement, and reasonable attorney's fees) of whatever type or nature, ... which are asserted against, incurred, imposed upon or suffered by Best Buy by reason of, or arising from: (1) the breach of this Agreement by Contractor....
[ (Emphasis added).]
In March 2004, AIC subcontracted to All Cleaning the cleaning and maintenance of certain designated Best Buy stores, including the Holmdel store. In accordance with the agreement, All Cleaning performed floor-cleaning services at the Best Buy store in Holmdel seven days a week. The agreement between AIC and All Cleaning—drafted by AIC—required All Cleaning
to defend, hold harmless, and indemnify [AIC], [its] officers, shareholders, directors, agents, attorneys, employees and each of [its] customers from any connection with any act of negligence, omission, or conduct arising out of the operation of [All Cleaning's] business and [its] performance or non-performance of the Services.
[ (Emphasis added).]
AIC provided protocols for the cleaning of Best Buy stores and training for All Cleaning personnel. In addition, AIC was responsible for inspecting the work performed by All Cleaning.
The trial court granted summary judgment in favor of defendants Best Buy, AIC, and All Cleaning on all of plaintiffs' claims. The court noted that Kieffer did not know why she fell and that “her only observation [was] that the floor was shiny.” The court rejected the conclusion reached by plaintiffs' professional engineer that Kieffer fell because of defendants' negligent maintenance of the store floor, finding it to be nothing more than a “net opinion.” 4 It found that the expert's opinion, based in part on an inspection of the store's floor three years after the accident, was insufficient to establish defendants' liability. Viewing the evidence in the light most favorable to plaintiffs, the court determined that there was “no proof whatsoever that ... defendants were negligent” in maintaining the floor at the Holmdel Best Buy store.
Based on the indemnification agreements, Best Buy moved to hold AIC liable for the costs of defending against plaintiffs' suit and AIC moved to hold All Cleaning liable for both its legal costs and those it owed to Best Buy. In deciding that issue, the court found that “there's no evidence in the case that [there] was a deleterious substance ... that should not have been put on the floor.” The court also later noted that there was no claim of a “wet spot” on the floor. The court granted summary judgment to both Best Buy and AIC on their respective motions. AIC was ordered to reimburse Best Buy $25,790.09 for legal costs and expenses incurred defending against plaintiffs' claims. All Cleaning was ordered to reimburse AIC not only for the $11,763.75 in legal costs AIC expended defending the lawsuit, but also for the $25,790.09 AIC owed to Best Buy. In short, All Cleaning was required to pick up the legal tabs for both Best Buy and AIC.
In denying All Cleaning's motion for reconsideration, the court made findings that indicate that it did not differentiate between the indemnification agreement binding Best Buy and AIC and the indemnification agreement binding AIC and All Cleaning. The court stated that each agreement was “a standard contract for defense and indemnification” and that each required the indemnitor to “indemnify, defend, and hold harmless [the indemnitee] against losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims[,] demands, settlements, judgments, or other expenses.” (Emphasis added). However, the quoted language is only contained in the Best Buy/AIC indemnification agreement. The court took the position that the two indemnification agreements—the one between Best Buy and AIC and the one between AIC and All Cleaning—were triggered by “claims”:
The court noted that “plaintiff had no case,” but added that it made no finding concerning All Cleaning's conduct. The court never grappled with the actual language of the AIC/All Cleaning indemnity agreement in rejecting All Cleaning's motion for reconsideration.
In an unpublished opinion, the Appellate Division affirmed the trial court's order “directing [All Cleaning] to pay the defense costs incurred by defendants Best Buy and [AIC].” The appellate panel—like the trial court—mistakenly attributed the language in the Best Buy/AIC indemnification agreement to the AIC/All Cleaning agreement. The panel stated that
[u]nder the terms of All Cleaning's indemnity agreement, it was obliged, among other conditions, to indemnify [Best Buy and AIC]...
To continue reading
Request your trial
-
Kolbe v. Bac Home Loans Servicing, LP
...as contra proferentem. See Pacifico, 920 A.2d at 78. That principle also operates in specific contexts. See, e.g., Kieffer v. Best Buy, 205 N.J. 213, 14 A.3d 737, 743 (2011) (stating that ambiguity in an indemnity provision is construed against the indemnitee); Marcinczyk v. N.J. Police Tra......
-
Skuse v. Pfizer, Inc.
...susceptible to different meanings.’ " Roach v. BM Motoring, LLC, 228 N.J. 163, 174, 155 A.3d 985 (2017) (quoting Kieffer v. Best Buy, 205 N.J. 213, 224, 14 A.3d 737 (2011) ). In any event, an ambiguous agreement, by definition, cannot establish clear and unmistakable proof of assent.IV.Many......
-
New Gold Equities Corp. v. Jaffe Spindler Co.
...the interests of justice. We reach that conclusion after de novo review of the indenture agreement, a contract. Kieffer v. Best Buy, 205 N.J. 213, 222, 14 A.3d 737 (2011) (citation omitted). We "pay no special deference to the trial court's interpretation and look at the contract with fresh......
-
Balducci v. Cige
...with our standard of review. Although the interpretation of a contract is generally subject to de novo review, Kieffer v. Best Buy, 205 N.J. 213, 222-23, 14 A.3d 737 (2011), we apply a deferential standard here because the trial court determined the validity of the retainer agreement by tak......