Court of Appeals finds ambiguity and refuses to enforce indemnity agreement

Susie Poole suffered severe injury when she fell over a rolled floor mat at the Down River Community Federal Credit Union. She sued the Credit Union and also the Cintas Corporation, arguing that a Cintas employee was negligent in his delivery of the rolled mat. Cintas argued that it was entitled to indemnification by Down River because it's standard contract with customers states that "Customer hereby agrees to defend, indemnify and hold harmless Company from any claims and damages arising out of or associated with this agreement, including any claims arising from defective products." Down River disputed that the above language was intended to require it to indemnify Cintas even from Cintas' employees' negligence. The Court concluded that the language was susceptible of two distinct interpretations and that the intent of the language could not be discerned from the four corners of the document. On this basis, it refused to enforce the interpretation pressed by Cintas: ambiguities should not be interpreted for the benefit of a drafter to encourage indemnification of the drafter. Since a previous case had allowed indemnification where the language "any and all" claims was used, one can guess that Cintas has already changed the language on its invoices to secure broader protection from its own negligence.