FOURTH DIVISION DILLARD, P. J., MERCIER, J., and SENIOR JUDGE FULLER
NOTICE: Motions for reconsideration must be physically received in our clerk’s office within ten days of the date of decision to be deemed timely filed. https://www.gaappeals.us/rules
September 22, 2025
NOT TO BE OFFICIALLY REPORTED
In the Court of Appeals of Georgia A25A0751, A25A0752. REEL SECURITY CORPORATION OF GEORGIA v. SWAP MEAT FILMS, INC., et al.; and vice versa.
FULLER, Senior Judge.
This is a dispute regarding the insurance and indemnification provisions in a
service contract between Reel Security Corporation of Georgia and Swap Meat Films,
Inc. The trial court granted summary judgment to both Reel Security and Swap Meat
on different issues, and both parties have appealed. In Case No. A25A0751, we affirm,
and in Case No. A25A0752, we affirm in part and reverse in part.
It is well settled that summary judgment is appropriate “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 judgment as a matter of law[.]” OCGA § 9-11-56 (c).
Moreover, contract disputes are “particularly well suited for adjudication by summary
judgment because construction of contracts is ordinarily a matter of law for the
court.” Stankovich v. Axis Ins. Co., 365 Ga. App. 877, 877 (880 SE2d 366) (2022)
(punctuation and footnote omitted). Of course, we review the trial court’s ruling on
summary judgment de novo and construe the evidence in the light most favorable to
the nonmovant. Id.
The facts are largely undisputed. Reel Security and Swap Meat entered into a
contract whereby Reel Security would provide security services from October 2019
until December 2019 to Swap Meat during the filming of a horror movie, which was
later released under the title “Freaky.” The main purpose of on-set security is to deter
people from getting too close to the production.
The contract between Reel Security and Swap Meat (“the Agreement”)
specified that Reel Security would “furnish unarmed security personnel” on location
as ordered by Swap Meat and that Reel Security’s personnel would “perform services
in accordance with” Swap Meat’s instructions. The Agreement also contained
provisions regarding insurance and indemnification.
2 On the evening of November 1, 2019, Reel Security employee Tomesha Brown
reported to a bowling alley in Union City to provide security services. The film crew
was already onsite working, bringing in their equipment. Brown arrived a bit early for
her shift, which was to begin at 7:00 p.m., and she spoke to the security guard who was
finishing the earlier shift . He told Brown that there were people walking through the
parking lot, but he gave no indication that these people were dangerous or threatening.
Shortly after Brown began her shift, someone called for security. As Brown began
walking across the parking lot, she was shot twice.1 Unfortunately, Brown sustained
significant injuries as a result of the shooting. She filed a workers’ compensation claim
against Reel Security, and Reel Security’s workers’ compensation insurer ultimately
paid out over $1 million to settle the claim.
In August 2021, Brown filed a premises liability action against the bowling alley,
alleging that it was negligent in failing to keep the premises safe, failing to provide
security, and failing to warn of criminal activity in the area, and that it had maintained
a private nuisance. Because the bowling alley had transferred complete control and
possession of the property to the filmmakers, the trial court granted Brown leave to
1 The man who shot Brown was arrested on other charges and sentenced to life in prison for an unrelated murder. 3 amend the suit and add Swap Meat, Divide & Conquer, LLC, and Blumhouse
Productions, LLC, as defendants. Blumhouse is a production company based in Los
Angeles that makes horror films. For each film it produces, Blumhouse creates a
single-purpose entity to serve as the production company for that film, and Swap Meat
was formed as the corporate entity to produce the film Freaky. In turn, Swap Meat
contracted with Divide & Conquer to serve as a local producer “on the ground[.]”
In October 2021, Brown filed an amended complaint against Swap Meat, Divide
& Conquer, and Blumhouse (collectively, “the production companies”), asserting the
same claims for negligence and private nuisance that she had previously asserted
against the bowling alley. In June 2022, the production companies requested that Reel
Security provide insurance and indemnification pursuant to the Agreement to defend
against Brown’s lawsuit. In response, Reel Security’s insurer denied that it had any
obligation to defend or indemnify the production companies. Specifically, the insurer
stated that the Agreement:
does not require Reel Security to defend anyone else for their own negligence, and Tomesha Brown has not alleged any negligence or misconduct by Reel Security. She has, however, included specific allegations of negligence on the part of Swap Meat Films, Divide & Conquer and Blumhouse Productions, including that they failed to keep
4 the premises safe, failed to provide a sufficient amount of security and failed to warn of the criminal activity in the area.
Consequently, Reel Security’s insurer concluded that “there is no duty to defend
under the terms of the contract.” The insurer also stated that because there was no
negligence by Reel Security, the production companies were not considered additional
insureds under the policy issued to Reel Security. Thereafter, with the permission of
the trial court, the production companies filed a third-party complaint against Reel
Security for breach of the Agreement.
The production companies filed a motion for partial summary judgment against
Reel Security as to liability, and Reel Security filed a cross-motion for summary
judgment. In the meantime, Brown settled with the production companies, and the
court dismissed her claims against them.
Following a hearing, the trial court entered an order finding that Reel Security
had breached the Agreement by failing to indemnify Swap Meat; Reel Security had
obtained insurance coverage as required by the Agreement; and Divide & Conquer
and Blumhouse were not covered by the Agreement’s indemnity provision.
Accordingly, the trial court granted, in part, Swap Meat’s motion for partial summary
5 judgment (as to indemnification); denied, in part, Swap Meat’s motion for partial
summary judgment (as to insurance coverage); granted Reel Security’s motion for
summary judgment as to Divide & Conquer and Blumhouse and ordered their names
removed from the case style; and indicated that it would set the matter for a trial on
damages. These appeals follow.
As an initial matter, we note that the Agreement provides that it should be
governed by California law. As such, we will apply Georgia law as it relates to
procedural matters, but California law with respect to substantive claims.2 See, e.g.,
Continental Ins. Co. v. Equity Residential Properties Trust, 255 Ga. App. 445, 445 (565
SE2d 603) (2002) (explaining that contract’s choice of law “does not control the
procedural law applicable in the forum state” and “Georgia courts will apply Georgia
law governing procedural or remedial matters”).
Case No. A25A0751
1. In its appeal, Reel Security contends that the trial court erred in granting, in
part, Swap Meat’s motion for summary judgment as to liability because it has already
paid Brown’s workers’ compensation claim. This argument is not compelling.
2 For this reason, we do not address the parties’ various arguments regarding Georgia law with respect to the substantive claims. 6 The trial court did not specifically rule on this issue. However, because the
issue was raised below, this Court may affirm the grant of summary judgment if it is
right for any reason. Ga.-Pacific v. Fields, 293 Ga. 499, 504 (2) (748 SE2d 407) (2013);
see City Of Gainesville v. Dodd, 275 Ga. 834, 837 (573 SE2d 369) (2002) (explaining
that “judicial economy is advanced” when in a de novo review, based on undisputed
facts and the law, the appellate court considers “each ground raised in the trial
courts”).
As a general rule, workers’ compensation is the “sole and exclusive remedy of
the employee” against her employer. Cal. Lab. Code § 3602 (a); see Angelotti v. Walt
Disney Co., 192 Cal. App. 4th 1394, 1403 (2) (a) (121 Cal. Rptr. 3d 863) (2011)
(“Workers’ compensation provides the exclusive remedy against an employer for an
injury sustained by an employee in the course of employment and compensable under
the workers’ compensation law [and] precludes a tort remedy against the employer
if the conditions of compensation are present.”) (citation omitted). And, as such,
Brown could not seek further damages from Reel Security.
However, California law provides an exception to the general rule of an
exclusive remedy: in an action by the employee, the employer, or both against a third
7 person, such as the production companies, that “results in judgment against such
third person, or settlement by such third person, the employer shall have no liability
to reimburse or hold such third person harmless on such judgment or settlement in
absence of a written agreement so to do . . . .” Cal. Lab. Code § 3864.3 The purpose
of § 3864 is to “eliminate an employer’s liability under an equitable or implied
indemnity theory” and insulate the employer “from indemnity claims unless they are
based on an express contract of indemnity[.]” City of Oakland v. Delcon Assoc., 168
Cal. App. 3d 1126, 1128-1129 (214 Cal. Rptr. 734) (1985). Because the Agreement
contains a written indemnity clause, this case falls under the exception provided by §
3864 to the general rule that workers’ compensation provides an exclusive remedy.
See, e.g., Kaiser Engineers v. Grinnell Fire Protection Systems, 173 Cal. App. 3d 1050,
3 Cal. Lab. Code § 3864 also provides that the written agreement must be “executed prior to the injury.” Here, the Agreement was executed on November 12, 2019, after Brown was shot. Although counsel for the insurer argued below that the Agreement had no application in this case as a result, Reel Security’s general counsel conceded that the Agreement controlled. And Reel Security concedes on appeal that the Agreement “had a retroactive effective date of October 18, 2019.” Moreover, Reel Security does not argue that § 3864 is inapplicable because the services contract was executed after Brown’s injury. Accordingly, Reel Security has abandoned any claim to this effect. See Court of Appeals Rule 25 (d) (1) (“Any enumeration of error that is not supported in the brief by citation of authority or argument may be deemed abandoned.”). 8 1054 (II) (219 Cal. Rptr. 626) (1985) (“Where an employer has expressly contracted
with respect to the duty to indemnify, the extent of its duty must be determined from
the contract.”).
2. Reel Security next contends that the trial court erred in granting, in part,
summary judgment to Swap Meat as to liability because Reel Security cannot be held
liable for Swap Meat’s negligence. Given the Agreement’s broad indemnification
clause, this argument is not persuasive.
(a) Under California law, parties to a contract “may define therein their duties
toward one another in the event of a third[-]party claim against one or both arising out
of their relationship.” Crawford v. Weather Shield Mfg., 44 Cal. 4th 541, 551 (187 P3d
424) (2008). Such terms may require one party to indemnify the other or be
responsible for the other party’s legal defense. Id. at 551.
An indemnification provision “is construed under the same rules as govern the
interpretation of other contracts. Effect is to be given to the parties’ mutual intent, as
ascertained from the contract’s language if it is clear and explicit. Unless the parties
have indicated a special meaning, the contract’s words are to be understood in their
ordinary and popular sense.” Crawford, 44 Cal. 4th at 552. Accord Cal. Civ. Code §§
9 1636 (“A contract must be so interpreted as to give effect to the mutual intention of
the parties as it existed at the time of contracting, so far as the same is ascertainable
and lawful.”); 1638 (“The language of a contract is to govern its interpretation, if the
language is clear and explicit, and does not involve an absurdity.”); 1644 (“The words
of a contract are to be understood in their ordinary and popular sense, rather than
according to their strict legal meaning; unless used by the parties in a technical sense,
or unless a special meaning is given to them by usage, in which case the latter must be
followed.”).
In drafting an indemnification clause, the parties have great freedom to allocate
such responsibilities and they “may agree that the promisor’s indemnity and/or
defense obligations will apply only if the promisor was negligent, or, conversely, even
if the promisor was not negligent.” Crawford, 44 Cal. 4th at 551 (citations omitted).
However, when one party “seeks, in a noninsurance agreement, to be indemnified for
his or her own active negligence, or regardless of the indemnitor’s fault—protections
beyond those afforded by the doctrines of implied or equitable indemnity—language
on the point must be particularly clear and explicit, and will be construed strictly
against the indemnitee.” Id. at 552.
10 Here, the Agreement’s indemnification clause, § 13, provides:
(b) [Reel Security] shall indemnify and hold harmless [Swap Meat], its parent, subsidiary and affiliated companies and the agents, representatives and employees of each of them from or against any loss, damage, injury, judgment, liability, claim, lien or cause of action, including reasonable attorney’s fees and/or costs, including, without limitation, for injury to person or property, or death of a person (collectively hereinafter “Claims”) to the extent that such Claims arise out of or result from the performance of services under this Agreement by [Reel Security] or any personnel provided by [Reel Security] hereunder, or the negligence or willful misconduct of [Reel Security], its employees, contractors, representatives or agents, or a breach by [Reel Security] or any representation, warranty or any other provision of this Agreement.
(c) Subject to the preceding paragraphs and except to the extent [Reel Security] is obligated to indemnify hereunder, [Swap Meat] shall defend, indemnify, and hold harmless [Reel Security], its agents or employees from and against any and all Claims resulting from the negligence or willful misconduct of [Swap Meat], its agents, representatives, and employees in connection with this Agreement.
Thus, the indemnification clause contemplates several different scenarios: (1) a claim
arising “out of or result[ing] from the performance of services under this Agreement
by [Reel Security] or any personnel provided by [Reel Security]”; (2) a claim arising
11 “out of or result[ing] from . . . the negligence or willful misconduct of [Reel
Security]”; and (3) except to the extent Reel Security is obligated to indemnify Swap
Meat under § 13 (b), i.e., except to the extent that the claim arises out of the
performance of services under the Agreement or from Reel Security’s negligence,
claims “resulting from the negligence or willful misconduct of [Swap Meat].”4
Even strictly construed against Swap Meat, and even if—as Brown alleges,
Swap Meat was negligent—Swap Meat bargained for Reel Security to indemnify Swap
Meat “without limitation” for any claim arising out of or resulting from the
performance of services under the Agreement, i.e., the provision of on-set security
services. Although Reel Security argues that Brown’s claims did not arise out of or
result from the performance of security services under the Agreement, this argument
fails. The undisputed evidence shows that during Brown’s shift, someone called out
for security, and as she walked in the direction of the call, she was shot. Thus,
Brown’s claims arose out of the performance of services under the Agreement. See
Continental Heller Corp. v. Amtech Mech. Svcs., 53 Cal. App. 4th 500, 505 (I) (B) (61
4 To the extent that Reel Security argues that § 13 (c) requires Swap Meat to indemnify Reel Security, no third party has filed suit against Reel Security for injury to person or property. 12 Cal. Rptr. 2d 668) (1997) (holding that where contract required subcontractor to
indemnify general contractor for loss that “arises out of or is in any way connected
with the performance of work under” subcontract, and act that resulted in injury was
connected with the performance of the work, general contractor was entitled to
indemnification). Cf. Melendrez v. Ameron Intl. Corp., 240 Cal. App. 4th 632, 639 (I)
(193 Cal. Rptr. 3d 23) (2015) (Under workers’ compensation principles, “[i]t has long
been settled that for an injury to ‘arise out of the employment’ it must occur by reason
of a condition or incident of the employment. That is, the employment and the injury
must be linked in some causal fashion.”) (citation and punctuation omitted).
(b) Reel Security nevertheless argues that it cannot be required to indemnify
Swap Meat for Swap Meat’s alleged negligence in this case because the allegations
against Swap Meat could constitute active negligence and this is a question of fact for
the jury.
Once again, the trial court did not specifically rule on this issue. Nevertheless,
because the facts and law are undisputed, this Court exercises its discretion to
consider if the trial court’s grant of summary judgment is right for any reason. See,
e.g., Fields, 293 Ga. at 504 (2); Dodd, 275 Ga. at 837.
13 Pursuant to California law, “[i]f an indemnity clause does not address itself to
the issue of an indemnitee’s negligence, it is referred to as a ‘general’ indemnity
clause.” Rossmoor Sanitation v. Pylon, Inc., 13 Cal. 3d 622, 628 (I) (532 P2d 97) (1975).
Importantly, while “such clauses may be construed to provide indemnity for a loss
resulting in part from an indemnitee’s passive negligence, they will not be interpreted
to provide indemnity if an indemnitee has been actively negligent.” Id. at 628 (I)
(emphasis in original). “Whether conduct constitutes active or passive negligence
depends upon the circumstances of a given case and is ordinarily a question for the
trier of fact[.]” Id. at 629 (I).
Passive negligence is found in mere nonfeasance, such as the failure to discover a dangerous condition or to perform a duty imposed by law. Active negligence, on the other hand, is found if an indemnitee has personally participated in an affirmative act of negligence, was connected with negligent acts or omissions by knowledge or acquiescence, or has failed to perform a precise duty which the indemnitee had agreed to perform.
Rossmoor Sanitation, 13 Cal. 3d at 629 (I) (citations omitted). Stated another way,
“[t]he crux of the inquiry is to determine whether there is participation in some
manner by the person seeking indemnity in the conduct or omission which caused the
14 injury beyond the mere failure to perform a duty imposed upon him by law.” Morgan
v. Stubblefield, 6 Cal. 3d 606, 625 (493 P2d 465) (1972). However, California courts
have cautioned that “the active-passive rubric ought not to be wholly dispositive, but
. . . instead the enforceability of an indemnity agreement shall primarily turn upon a
reasonable interpretation of the intent of the parties.” Hernandez v. Badger Constr.
Equip., 28 Cal. App. 4th 1791, 1821 (IV) (C) (3) (34 Cal. Rptr. 2d 732) (1994) (citation
and punctuation omitted).
Applying these general principles to the facts of this case, there is simply no
evidence that Swap Meat actively participated in the shooting of Brown. Brown alleges
that Swap Meat failed to learn about prior criminal activity at the bowling alley, failed
to keep the premises safe, failed to provide adequate security measures, failed to warn
of criminal activity, and failed to remedy a dangerous environment. But the evidence
was undisputed that the owner of the bowling alley did not tell Swap Meat about any
crimes that had occurred on the property; Swap Meat had “no knowledge
whatsoever” regarding any criminal activity there; and it would be “atypical” for a
production company to research the crime history of a set location or request any
information from police. There was also evidence that typically only one guard is on
15 set before filming begins (as was the case here), security guards on set are usually
unarmed, and that the most common incidents on set involve theft of equipment.
Because mere nonfeasance, “such as a negligent failure to discover a dangerous
condition arising from the work[,] will not preclude indemnity under a general
clause,” the trial court did not err in granting summary judgment to Swap Meat as to
liability. Markley v. Beagle, 66 Cal. 2d 951, 962 (429 P2d 129) (1967).
3. Finally, Reel Security contends that the trial court’s interpretation of the
Agreement creates a “two-party exculpatory clause.” However, Reel Security failed
to raise this argument in the trial court. Accordingly, this claim is not properly before
this Court. See generally Pfeiffer v. Ga. Dept. of Transp., 275 Ga. 827, 829 (2) (573
SE2d 389) (2002) (“[O]ur appellate courts are courts for the correction of errors of
law committed in the trial court [and] absent special circumstances, an appellate court
need not consider arguments raised for the first time on appeal.”) (footnotes omitted).
But even if this claim was properly before this Court, this case concerns a dispute over
an indemnification clause, as the underlying claims are those of Brown, a third party.
See Queen Villas Homeowners Assn. v. TCB Property Mgmt., 149 Cal. App. 4th 1, 5 (II)
(56 Cal. Rptr. 3d 528) (2007) (distinguishing between an indemnification agreement,
16 which ordinarily relates to third-party claims, and a two-party exculpatory clause
“where one party asserts that a contract purportedly releases it of all liability to the
other”).
Case No. A25A0752
4. Turning to the production companies’ appeal, they contend that the trial
court erred in denying, in part, their motion for partial summary judgment because
Reel Security did not procure liability coverage as required by the contract. We
disagree.
As relevant here, the Agreement’s insurance clause, also contained in § 13,
provides:
(a) [Reel Security] represents and warrants that at the time this Agreement is entered into and throughout the entire time that [Reel Security] provides services hereunder, it carries and shall carry 1) Worker[s’] Compensation insurance to the extent required by law, and Employer’s Liability insurance in the amount of not less than $1,000,000 per accident; 2) commercial general liability insurance, including errors and omissions coverage, in an amount not less than $5,000,000 per occurrence; and 3) Comprehensive Automobile Liability, including coverage for all owned, leased, hired and non-owned automobiles, with a combined single limit for Bodily Injury and Property Damage of $1,000,000 per occurrence. The certificate of insurance shall name
17 [Swap Meat] as an additional insured on the general and automobile liability policies. Coverage shall be considered primary and not excess of or contributory to any other insurance afforded by [Swap Meat.]
The certificate of liability insurance provided by Reel Security indicates that it
had obtained commercial general liability insurance in the amount of $5 million (as
well as the required workers’ compensation and auto policies) and that Swap Meat
was an additional insured under the general liability policy “with respect to the
liability created by the negligent acts, errors and omissions of [Reel Security] as
required by written contract.”5 Thus, the undisputed evidence shows that Reel
Security procured insurance as required by § 13 (a) of the Agreement. Although Reel
Security’s insurer subsequently refused to cover Brown’s claims against the
production companies, that does not alter the fact that Reel Security obtained the
insurance as required. As the production companies concede, “[t]his is not an
insurance coverage dispute. Whether Reel Security’s insurer correctly or wrongfully
interpreted its liability policy is not at issue and [is] irrelevant.” Accordingly, the trial
court’s ruling on this issue is affirmed.
5 None of the insurance policies are included in the record on appeal. 18 5. Finally, the production companies contend that the trial court erred in
granting summary judgment to Reel Security and denying summary judgment to
Divide & Conquer and Blumhouse on the basis that these entities were not covered
by § 13 (b) of the Agreement. We agree.
Under California law, “[t]he whole of a contract is to be taken together, so as
to give effect to every part, if reasonably practicable[.]” Cal. Civ. Code § 1641. And,
as relevant to this claim, the Agreement’s indemnification provision provides that
Reel Security “shall” indemnify and hold harmless not only Swap Meat, but also
Swap Meat’s “parent, subsidiary and affiliated companies and the agents,
representatives and employees of each of them from or against any loss. . . .” The
Agreement additionally provides:
Nothing in this Agreement is intended to confer any rights or remedies on anyone other than the Parties hereto and their respective successors, representatives and assigns. The provisions of this Agreement shall not entitle any person not a signatory to this Agreement to any rights as a third[-]party beneficiary, or otherwise, it being the specific intention of the Parties hereto to preclude any and all-non-signatory Parties from any such third[-]party beneficiary rights, or any other rights whatsoever. Notwithstanding the foregoing, [Swap Meat] shall have the right to
19 assign this Agreement to its parent, subsidiary or affiliated companies.
Thus, the Agreement explicitly contemplates that Reel Security shall also indemnify
and hold harmless Swap Meat’s parent companies, subsidiaries, and affiliated
companies, and, notwithstanding the general provision according no rights under the
Agreement to any third parties, Swap Meat could assign the Agreement to “its parent,
subsidiary or affiliated companies.” Accordingly, to the extent that Blumhouse and
Divide & Conquer constitute parent, subsidiary, or affiliated companies of Swap Meat,
they would be entitled to indemnification under the Agreement. See Cal. Civ. Code
§ 1638 (providing that the language of a contract governs its interpretation).
(a) The undisputed evidence shows that Blumhouse is a parent company of
Swap Meat. As such, the Agreement required Reel Security to indemnify and hold
harmless Blumhouse. See Kaiser Engineers, 173 Cal. App. 3d at 1055 (II) (explaining
that “the third person need not be named or identified individually to be an express
beneficiary” of a contract and “may enforce a contract if it can be shown that he or
she is a member of the class for whose express benefit the contract was made”).
20 Accordingly, the trial court erred in ruling that Blumhouse was not entitled to
indemnification and in granting summary judgment to Reel Security on this issue.
(b) The evidence as to Divide & Conquer is more complicated.
As an initial matter, there is no evidence that Divide & Conquer is a parent
company or subsidiary of Swap Meat. Thus, Divide & Conquer will only be entitled
to indemnification if it is an affiliated company of Swap Meat. An affiliated company
refers to “a relationship that is closer than a mere arm’s length contractual
relationship.” Grande v. Eisenhower Med. Center, 44 Cal. App. 5th 1147, 1165 (II) (B)
(258 Cal. Rptr. 3d 324) (2020), aff’d, 13 Cal. 5th 313 (512 P3d 73) (2022). See Iqbal v.
Ziadeh, 10 Cal. App. 5th 1, 10 (II) (215 Cal. Rptr. 3d 684) (2017) (collecting sources
indicating that “the common meaning of an affiliate generally is one who is dependent
upon, subordinate to, an agent of, or part of a larger or more established organization
or group”); Black’s Law Dictionary (12th ed. 2024) (defining “affiliate” as “[a]
corporation that is related to another corporation by shareholdings or other means of
control; a subsidiary, parent, or sibling corporation”).
Here, Divide & Conquer contracted with Swap Meat to serve as a local
producer. Divide & Conquer worked closely with Blumhouse during the production,
21 and its services were to be “under the direction, supervision and control” of Swap
Meat.6 Viewing this evidence in the light most favorable to the production companies,
as we must, there is evidence sufficient to, at the very least, create a genuine issue of
material fact as to whether Divide & Conquer is an affiliated company of Swap Meat
within the meaning of § 13 (b) because it was under Swap Meat’s supervision and
control. See Iqbal, 10 Cal. App. 5th at 10 (II) (holding that where parties’ contractual
relationship did not make “defendant dependent upon, under the control of, an agent
of, or a part of” of other party, defendant was not an affiliate). Thus, Reel Security,
as the movant, has not met its burden of showing that it is entitled to summary
judgment as a matter of law as to this issue. Accordingly, we reverse the trial court’s
grant of summary judgment to Reel Security on the issue of whether Divide &
Conquer was entitled to indemnification under the Agreement.
6 We note that the owner of Divide & Conquer, Adam Hendricks, was deposed as a representative of Swap Meat. We make no ruling on whether Hendricks’s role in this regard required Reel Security to indemnify Divide & Conquer under the Agreement. 22 We do not authorize the reporting of this opinion. See Court of Appeals Rules
33.2 (b), 34.
Judgment affirmed in A25A0751. Judgment affirmed in part and reversed in part
in A25A0752. Dillard, P. J., and Mercier, J., concur.