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Holland Manufacturing Co. v. Alabama Power Co.
Citations: 689 So. 2d 62; 1995 Ala. Civ. App. LEXIS 499; 1995 WL 516628Docket: 2940971
Court: Court of Civil Appeals of Alabama; September 1, 1995; Alabama; State Appellate Court
An appeal is in progress regarding a summary judgment favoring Alabama Power Company based on an indemnity provision in a 'blanket purchase order.' The case originated from an incident on June 29, 1994, when Holland Manufacturing Company, while providing crane services at Alabama Power's Farley Nuclear Plant, experienced damage to its crane. Holland subsequently sued Alabama Power for negligent misrepresentation concerning the weight of a pump motor being moved, which allegedly led to the crane's damage. Alabama Power sought summary judgment, arguing that the 'blanket purchase order' included clauses exempting it from liability for any loss or damage to Holland's equipment. The trial court granted this summary judgment, prompting Holland's appeal. Holland claims there are genuine issues regarding the enforceability of the purchase order's terms and conditions, asserting the trial court erred in its judgment. For a summary judgment to be granted, it must be shown that there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law, as per Ala.R.Civ.P. Rule 56. To counter a summary judgment motion, a plaintiff must present substantial evidence that allows reasonable inference of the fact they seek to prove. In reviewing the case, the appellate court must consider the evidence in the light most favorable to the nonmoving party. The record indicates Alabama Power approached Holland for crane services, leading to the issuance of a 'blanket purchase order' by Southern Nuclear. Holland's vice-president noted that he did not discuss the terms of the purchase order, which consists of nine pages, with any agent. The last page, containing crucial terms and conditions, is in small print and is reported as illegible. A relevant earlier clause in the order states that the seller (Holland) agrees to hold Alabama Power harmless for any loss or damage to its tools and equipment, suggesting a complex liability dynamic, especially regarding negligence. Alabama Power argues that Holland accepted the terms of a purchase order by providing crane services at the Farley Nuclear Plant, thus binding itself to the contract. The essential elements of a contract include offer, acceptance, consideration, and mutual assent. Holland disputes the existence of mutual assent. A contract that limits liability for negligence is enforceable if entered into knowingly and with valid consideration, without needing explicit language regarding negligence. The determination of a contract's existence relies on the parties' objective manifestations of consent. Holland's provision of services after receiving the purchase order suggests acceptance of its terms. The language in the purchase order sufficiently indemnifies Alabama Power against its own negligence. The actions and intentions of the parties indicate a mutual agreement to this indemnification. Consequently, the trial court's summary judgment in favor of Alabama Power is affirmed.