Cintas Corp. No. 2 v. Becker Property Services LLC

2018 WI 81, 914 N.W.2d 76, 383 Wis. 2d 63
CourtWisconsin Supreme Court
DecidedJune 28, 2018
Docket2015AP002457
StatusPublished
Cited by22 cases

This text of 2018 WI 81 (Cintas Corp. No. 2 v. Becker Property Services LLC) is published on Counsel Stack Legal Research, covering Wisconsin Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cintas Corp. No. 2 v. Becker Property Services LLC, 2018 WI 81, 914 N.W.2d 76, 383 Wis. 2d 63 (Wis. 2018).

Opinions

DANIEL KELLY, J.

¶ 1 Becker Property Services LLC ("Becker") and Cintas Corporation No. 2 ("Cintas") executed a contract containing indemnification and choice-of-law provisions. A dispute arose over whether the contract entitles Cintas to indemnification for damages caused by its own negligence. To answer that question, we must also resolve a threshold dispute: As between Wisconsin and Ohio, which law provides the rule of decision?

¶ 2 We hold that Ohio's law governs the parties' contract, and that Becker must defend and indemnify Cintas, even for damages caused by its own negligence. Consequently, we affirm the court of appeals, but (as we discuss below) on other grounds.1

I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY

3 A 2013 fire at Valentino Square (a senior living facility) caused approximately $900,000 in property damage after the facility's fire-suppression sprinkler system allegedly failed. Valentino Square's owner had contracted with Becker to manage the property. In that capacity, Becker had contracted with Cintas2 in 2012 to perform certain services, including regular inspections of the fire-suppression system (the "Contract"). The fire-suppression system allegedly failed because water in the system accumulated, froze, and then burst the pipes.

¶ 4 Plaintiffs (the owner of Valentino Square, several tenants, and the property insurers) sued Cintas, claiming the fire-suppression system's pipes would not have burst but for Cintas's negligent performance of its duties, or its breach of the Contract's implied warranty that it would perform its duties in a workmanlike manner. Cintas tendered the defense of the matter to Becker pursuant to the Contract's indemnity clause.

¶ 5 When Becker rejected the tender, Cintas impleaded it as a third-party defendant. Cintas sought indemnification for any damages for which it may be held *81liable to the plaintiffs, the costs of defense (including attorney's fees), and the costs of enforcing the indemnification provision (including attorney's fees).

¶ 6 Cintas moved for summary judgment on its claim that Becker breached its obligation to defend and indemnify. Cintas asserted that Ohio law should provide the rule of decision by virtue of the Contract's choice-of-law provision. Becker filed a cross-motion for summary judgment, arguing that the Contract does not require it to defend or indemnify Cintas for its own negligence. Specifically, it argued that under Wisconsin law, contracts purporting to indemnify a party for its own negligence require a heightened level of clarity to be enforceable (the "strict construction" rule).3 According to Becker, the strict construction of indemnification provisions is a public policy important enough to defeat the Contract's choice-of-law clause.

¶ 7 The circuit court denied Cintas's motion and granted Becker's. It agreed that the strict-construction rule embodied a public policy so important that the parties cannot be allowed to contract around it. It then concluded that the Contract's indemnification clause did not satisfy that rule. It said the Contract "does not have any specific and express statement ... to the effect that Cintas gets coverage for its own negligent acts," and it does not convey that "the purpose and unmistakable intent of the parties in entering into the contract was for no other reason than to cover losses occasioned by the indemnitee's own negligence." However, the court added that, if Ohio law had applied instead, the indemnification provision would have been sufficient to require Becker to indemnify Cintas for its own negligence. Consequently, the circuit court dismissed Cintas's third-party complaint against Becker.

¶ 8 The court of appeals reversed. It held that, even under Wisconsin law, the Contract required Becker to defend and indemnify Cintas for its own negligence and for the breach of implied warranty claim.4 We granted Becker's timely petition for review, and now affirm.

II. STANDARD OF REVIEW

¶ 9 The circuit court decided this matter on cross-motions for summary judgment. We review the disposition of such motions de novo, applying the same methodology the circuit courts apply. Green Spring Farms v. Kersten, 136 Wis. 2d 304, 315, 401 N.W.2d 816 (1987) ; see also Borek Cranberry Marsh, Inc. v. Jackson Cty., 2010 WI 95, ¶ 11, 328 Wis. 2d 613, 785 N.W.2d 615 ("We review the grant of a motion for summary judgment de novo, ...."). First, we "examine the pleadings to determine whether a claim for relief has been stated." Green Spring Farms, 136 Wis. 2d at 315, 401 N.W.2d 816. Then, "[i]f a claim for relief has been stated, the inquiry ... shifts to whether any factual issues exist." Id. Summary judgment is appropriate only "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a *82judgment as a matter of law." Wis. Stat. § 802.08(2) (2015-16); see also Columbia Propane, L.P. v. Wis. Gas Co., 2003 WI 38, ¶ 11, 261 Wis. 2d 70, 661 N.W.2d 776 (citing Wis. Stat. § 802.08(2) (2001-02) ).

¶ 10 The only dispute before us is the proper interpretation of a contract. This presents a question of law, which we review de novo. Deminsky v. Arlington Plastics Mach.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
2018 WI 81, 914 N.W.2d 76, 383 Wis. 2d 63, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cintas-corp-no-2-v-becker-property-services-llc-wis-2018.