Narrative Opinion Summary
The judgment of the district court is affirmed regarding the appeal by Dresser-Rand Company, Dresser Industries, Inc., and Turbodyne Electric Power Corporation against Cooper Industries, Inc. and its subsidiary, McGraw Edison Company. The appeal concerns the dismissal of their third-party claim for indemnification. The court supports its decision based on the reasoning in Judge Elfvin’s opinion. The appellants argue that the contract's language is suboptimal but fail to present a convincing interpretation that supports their claim. As indemnitees, the appellants carry the burden of demonstrating a "clear and unmistakable intent" to indemnify, as established in Commander Oil Corp. v. Advance Food Serv. Equip. The court finds that the appellants' arguments, based on grammatical issues and ambiguities in the contract, are insufficient to meet this burden.
Legal Issues Addressed
Ambiguities in Contract Languagesubscribe to see similar legal issues
Application: The court determined that ambiguities and grammatical issues cited by the appellants do not meet the burden required for indemnification.
Reasoning: The court finds that the appellants' arguments, based on grammatical issues and ambiguities in the contract, are insufficient to meet this burden.
Contractual Interpretationsubscribe to see similar legal issues
Application: The court found that the appellants did not provide a convincing interpretation of the contract language to support their indemnification claim.
Reasoning: The appellants argue that the contract's language is suboptimal but fail to present a convincing interpretation that supports their claim.
Indemnification Burden of Proofsubscribe to see similar legal issues
Application: The appellants, as indemnitees, are required to demonstrate a 'clear and unmistakable intent' to be indemnified, which they failed to do.
Reasoning: As indemnitees, the appellants carry the burden of demonstrating a 'clear and unmistakable intent' to indemnify, as established in Commander Oil Corp. v. Advance Food Serv. Equip.