Does indemnity apply to direct liability as well as third party liability?

California, United States of America


The following excerpt is from Citrus El Dorado LLC v. Citrus Course Homeowners Ass'n, G052227 (Cal. App. 2016):

"Although indemnity generally relates to third party claims, 'this general rule does not apply if the parties to a contract use the term 'indemnity' to include direct liability as well as third party liability.'" (Zalkind v. Ceradyne, Inc. (2011) 194 Cal.App.4th 1010, 1024.) "'[E]ach indemnity agreement is "interpreted according to the language and contents of the contract as well as the intention of the parties as indicated by the contract."' [Citation.] When indemnity is expressly provided by contract, the extent of the duty to indemnify must be determined from the contract itself." (Ibid.) "'[T]he question whether an indemnity agreement covers a given case turns primarily on

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contractual interpretation, and it is the intent of the parties as expressed in the agreement that should control.'" (Ibid.)

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