Royal Palm Hotel Prop., LLC v. Deutsche Lufthansa Aktiengesellschaft, Inc.

• Decision Date: 05 February 2014
• Docket Number: No. 3D13–1873.,3D13–1873.
• Citation: 133 So.3d 1108
• Parties: ROYAL PALM HOTEL PROPERTY, LLC, Appellant, v. DEUTSCHE LUFTHANSA AKTIENGESELLSCHAFT, INC., Appellee.
• Court: Florida District Court of Appeals

133 So.3d 1108

ROYAL PALM HOTEL PROPERTY, LLC, Appellant,

v.DEUTSCHE LUFTHANSA AKTIENGESELLSCHAFT, INC., Appellee.

No. 3D13–1873.

District Court of Appeal of Florida, Third District.

Feb. 5, 2014.

Fowler White Burnett, P.A., and Esther E. Galicia and J. Michael Pennekamp, Miami, for appellant.

Genovese Joblove & Battista, and W. Barry Blum and Brett M. Halsey, Miami, for appellee.

Before ROTHENBERG, EMAS and FERNANDEZ, JJ.

ROTHENBERG, J.

Royal Palm Hotel Property, LLC(“the Hotel”) appeals an order entering final summary judgment in favor of Deutsche Lufthansa Aktiengesellschaft, Inc.(“Lufthansa”) on Lufthansa's cross-claim for indemnification.Because the indemnification provision at issue only indemnified Lufthansa for the Hotel's negligent acts, and the plaintiffs' claim against Lufthansa was based solely on Lufthansa's liability for the negligence of its own employee and not the Hotel's negligent acts, the indemnification provision did not apply to the instant litigation.Accordingly, we reverse with instructions to enter summary judgment in favor of Royal Palm.

BACKGROUND

Lufthansa is a German airline corporation that provides flights to various United States destinations, including Miami, Florida.Lufthansa drafted and entered into an accommodations agreement (“the Agreement”) with the Hotel in 2003 whereby the Hotel would provide lodging for Lufthansa's flight attendants needing overnight layovers in Miami.On April 19, 2008, a Lufthansa flight attendant, Juergen Wauschke(“Wauschke”), was staying at the Hotel pursuant to the Agreement.At some point during his stay, when Wauschke attempted to open his seventh floor hotel room window, the window fell out of its frame onto another Hotel guest, Jaime Young(“Young”), who was at an outdoor seating area below Wauschke's bedroom.

In July 2008, Young and his wife (“the Youngs”) filed an action against the Hotel for the Hotel's own vicarious negligence and subsequently added Lufthansa as well as the engineering firm allegedly responsible for the design and maintenance of the windows.The claim against Lufthansa was premised entirely on the theory that Lufthansa bore vicarious liability for the negligent actions of its employee, Wauschke.

In Lufthansa's answer to the Youngs' complaint, Lufthansa pled a cross-claim for indemnification against the Hotel, alleging that the Hotel was required to indemnify Lufthansa for any judgment entered against Lufthansa, and to pay for any attorney's fees and costs incurred defending the suit, due to the indemnification provision in the Agreement.Section 6.3 of the Agreement, the indemnification clause, provides:

The Hotel agrees to indemnify and hold Lufthansa harmless from all liabilities, including damage to property or injury or death of persons, including Lufthansa property and Lufthansa personnel that may result from the negligence or wilful [sic] misconduct of the Hotel.

The trial court ultimately found Wauschke's actions to be outside the scope of his employment with Lufthansa and granted summary judgment in favor of Lufthansa on Young's vicarious liability claim in October 2011.This Court affirmed that ruling a year later.In early 2012, the Youngs' negligence action against the Hotel was tried, and the jury found the Hotel 75% at fault and Wauschke, as a Fabredefendant,¹ 25% at fault via comparative negligence.The Youngs were awarded a $900,000 judgment against the Hotel.Because the Youngs' vicarious liability claim against Lufthansa was decided in favor of Lufthansa at the summary judgment hearing, the Youngs recovered nothing from Lufthansa.There is no claimed error in this portion of the judgment.

Because Lufthansa was not found liable in the Youngs' negligence suit, it sought recovery of the attorney's fees and costs it incurred defending the Youngs' claims at both the trial and appellate court levels, prosecuting its cross-claim for indemnification against the Hotel, and litigating the attorney's fees award amount under the Agreement.

Lufthansa and the Hotel each filed motions for summary judgment regarding the cross-claim for indemnification and, after a hearing on the motions, the trial court entered final summary judgment in favor of Lufthansa on January 18, 2013, thereby awarding Lufthansa all its attorney's fees and costs from the suit, which totaled $157,653.59.The Hotel appeals that order, claiming that the indemnification clause only indemnifies Lufthansa for the Hotel's negligent or willful acts, not the negligent or willful acts of Lufthansa's employees.We agree with the Hotel.Since Lufthansa was not sued for the Hotel's negligence, but instead, for the vicarious liability of Lufthansa's employee, the indemnification provision of the Agreement does not apply.

DISCUSSION

The cross-claim at issue hinges entirely on the interpretation of the indemnification clause in the Agreement and, specifically, whether the clause covers the conduct that resulted in the Youngs' claims in the underlying case.We find that it does not because the parties did not clearly and unequivocally state their intention for the Hotel to indemnify Lufthansa for its own negligence or vicariously for the negligence of its employees.

We review the trial court's interpretation of a contract de novo.Jackson v. Shakespeare Found., Inc.,108 So.3d 587, 593(Fla.2013).Indemnification clauses are typically enforceable subject to general principles of contract law and often allow a party to recover the attorney's fees expended defending indemnified claims.SeeOn Target, Inc. v. Allstate Floridian Ins. Co.,23 So.3d 180, 185(Fla. 2d DCA2009).However, clauses that attempt to indemnify a party against its own wrongful conduct are viewed with disfavor and will be enforced “only if they express an intent to indemnify against the indemnitee's own wrongful acts in clear and unequivocal terms.”Cox Cable Corp. v. Gulf Power Co.,591 So.2d 627, 629(Fla.1992)(emphasis added)(quotingCharles Poe Masonry, Inc. v. Spring Lock Scaffolding Rental Equip. Co.,374 So.2d 487, 489(Fla.1979)).

The policy disfavoring clauses that indemnify a party from its own wrongful conduct stems from the Florida Supreme Court's decision in University Plaza Shopping Center v. Stewart,272 So.2d 507(1973), where the Court found that a restrictive interpretation of such clauses was necessary to give effect to the intent of the parties involved in a contract.Id. at 511.Although University Plaza specifically...