Hamelin v. Simpson Paper (Vermont) Co.

702 A.2d 86, 167 Vt. 17, 1997 Vt. LEXIS 184
Supreme Court of Vermont·Decided August 1, 1997·No. 96-028·Published·Cited by 36 cases

Opinions

Johnson, J.

Simpson Paper Company (Simpson) appeals an order of the Essex Superior Court granting summary judgment in favor of Vescom Corp. (Vescom) and National Union Fire Insurance Co. (National Union). Simpson contends the court erred in ruling that Vescom is not required to indemnify Simpson for damages paid to an injured Vescom security guard and that National Union is not required to indemnify or defend Simpson under Vescom’s insurance policy. We conclude that the contract between Vescom and Simpson requires Vescom to indemnify Simpson under these circumstances and, accordingly, reverse.

The' events leading to the suit were stipulated to by the parties. In January 1992, Vescom and Simpson entered a contract in which Vescom agreed to provide security services at Simpson’s plant in Gilman,.Vermont. In July 1992, Robert Hamelin, a Vescom security guard, was injured at the Simpson facility. As Hamelin was making his rounds, he stepped on a wooden stair that gave way. He received workers’ compensation benefits through Vescom, and then filed suit in Essex Superior Court against Simpson. Hamelin claimed his injuries were caused by Simpson’s negligent failure to inspect, maintain, and repair the stairway.

Simpson, in turn, brought a third-party action against Vescom and National Union. It claimed that Vescom was required to indemnify Simpson under the contract, even if the damages were the result of Simpson’s own negligence. Simpson also alleged that National Union was obligated to defend and indemnify Simpson, because Vescom’s insurance policy with National Union named Simpson as an additional insured.

[19] The parties settled Hamelin’s claim by stipulation, leaving the claims between Simpson, Vescom, and National Union to be resolved by the court. In return for a general release, Hamelin and the workers’ compensation carrier received $55,000, paid equally by National Union and Simpson’s insurance carrier. All parties agreed the settlement was not a concession on the merits, and each insurance carrier agreed to compensate the other depending on the outcome of the litigation. Simpson and Vescom/National Union then filed cross-motions for summary judgment. In November 1995, the trial court denied Simpson’s summary judgment motion and granted Vescom’s and National Union’s. This appeal followed.

When reviewing a grant of summary judgment, this Court examines the record to determine independently whether it supports the conclusion that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. V.R.C.E 56(c)(3); see also Security Pac. Nat’l Trust Co. v. Reid, 615 A.2d 241, 243 (Me. 1992). In this dispute over parties’ contractual obligations, the record consists primarily of the contract itself. We interpret the indemnification provisions of this document as we do all contract provisions — to give effect to the intent of the parties as that intent is expressed in their writing. See Ejnes v. Carinthia Trailside Assocs., 153 Vt. 355, 359 n.3, 571 A.2d 49, 52 n.3 (1989). When the contract language is clear, the intent of the parties is taken to be what the agreement declares. Karlen Communications, Inc. v. Mt. Mansfield Television, Inc., 139 Vt. 615, 617, 433 A.2d 290, 292 (1981).

In support of its claim, Simpson relies on § 2(g) of the contract.* In that section, Vescom agreed to:

[ajssume all risk of injury to persons, including himself, his employees and agents, and or damage to property in any manner resulting from or arising out of or in any manner connected with [Vescom’s] operations hereunder, and [Vescom] agrees to indemnify and save Simpson harmless from any and all loss . . . caused by or resulting from any such injury or damage.

Simpson argues that this broad language requires Vescom to defend and indemnify Simpson against Hamelin’s claims, even if Hamelin’s injuries were caused by Simpson’s own negligence.

[20] We agree. This provision explicitly contemplates claims by security guards, who are employees of Vescom. Moreover, the parties used expansive and unambiguous language to define Vescom’s obligation under this provision. Specifically, Vescom agreed to indemnify Simpson for losses resulting from or caused by injuries “in any manner connected with” the security services that Vescom provided for Simpson. An injury suffered by a security guard while the guard is on duty and on Simpson’s premises is without question “connected with” Vescom’s security operation.

Vescom presents two counterarguments, neither of which we find persuasive. Vescom first argues that the meaning of § 2(g) is ambiguous, because it appears to conflict with § 10 of the contract. In § 10, the parties attempted to limit Simpson’s potential liability by affording Simpson the employer-immunity advantages of Vermont’s workers’ compensation law. See Candido v. Polymers, Inc., 166 Vt. 15, 18, 687 A.2d 476, 478-79 (1996) (addressing issue of multiple employers in workers’ compensation context). The contract designated security guards as Simpson’s “special employees” and required Vescom employees to agree to this classification in writing. According to Vescom, Simpson did not intend that any claim for damages by an injured security guard would be brought outside the workers’ compensation system. Thus, the parties could not have intended Vescom to indemnify Simpson for a claim such as Hamelin’s. We do not accept this reasoning. Although the parties attempted to take advantage of the workers’ compensation limited-liability provisions, they could not guarantee that the courts would treat Simpson as an employer for purposes of workers’ compensation. At the time the contract was drafted, this Court had not yet addressed the issue. Cf. id. at 17-18, 687 A.2d at 478 (where employee is hired and paid by employment agency, but works on premises of, and is supervised by, manufacturing company, manufacturing company qualifies as statutory employer under workers’ compensation act). The parties almost certainly would have considered the possibility that § 10 would not be effective in preventing claims such as this one, and allocated liability accordingly.

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Hamelin v. Simpson Paper (Vermont) Co., 702 A.2d 86, 167 Vt. 17, 1997 Vt. LEXIS 184 (Vt. 1997).

702 A.2d 86 (Hamelin v. Simpson Paper (Vermont) Co.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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