PFAUDLER COMPANY, APPELLANT,
v.
SYLVACHEM CORPORATION, APPELLEE
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Pfaudler Company appealed a summary judgment dismissing its third-party indemnity claim against Sylvachem Corporation. The court reversed, holding that New York law—under which the indemnity agreement is valid—applies to the contract made in New York, rather than Florida law, which would render it unenforceable.
New York law applies to govern the indemnity agreement because the contract was made in New York. Under New York law, the indemnity agreement is valid and enforceable, whereas it would be invalid under Florida law. The court did not need to decide whether the parties expressly selected New York law through their contractual language because the lex loci contractus (law of the place where the contract was made) analysis independently required application of New York law.
[1] A contract made in New York is governed by New York law, even if a dispute arises in Florida and Florida law would render the contract unenforceable.
[2] When interpreting a contract, matters bearing on interpretation are determined by the lex loci contractus.
Previewing 2 of 3 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“The contract was made in New York, and for that reason we hold that New York law, under which the indemnity agreement is valid and enforceable, see e. g., Levine v. Shell Oil Company, 28 N.Y.2d 205, 269 N.E. 2d 799 (1971), not the law of Florida, under which it is not, see § 725.06, Fla.Stat. (1975), applies.”
Establishes the court's holding that the lex loci contractus doctrine requires application of New York law and the enforceability of the indemnity agreement under that law.
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Join FLexlaw to unlock all legal intelligencePfaudler Company and Sylvachem Corporation entered into a contract made in New York that contained an indemnity provision. The contract included langu…
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PER CURIAM.
We reverse the summary judgment entered against Pfaudler Company on its third-party complaint for indemnity based'on its contract with Sylvachem Corporation. The contract was made in New York, and for that reason we hold that New York law, under which the indemnity agreement is valid and enforceable, see e. g., Levine v. Shell Oil Company, 28 N.Y.2d 205, 269 N.E. 2d 799 (1971), not the law of Florida, under which it is not, see § 725.06, Fla.Stat. (1975), applies. Jemco, Inc. v. United Parcel Service, Inc., 400 So. 2d 499 (Fla.3d DCA 1981).
Our holding makes it unnecessary to decide whether the parties by providing that their contract “shall be construed in accordance with the laws of the State of New York” expressly selected the law of New York to govern their agreement. Compare Boat Town U.S.A., Inc. v. Mercury Marine Division of Brunswick Corporation, 364 So. 2d 15 (Fla.4th DCA 1978), with C.
A. May Marine Supply Company v. Brunswick Corporation, 557 F. 2d 1163 (5th Cir. 1977).1
Reversed and remanded.
. We are of the view, in accord with C. A. May Marine Supply Company v. Brunswick Corporation, supra, and contrary to Boat Town U.S.A., Inc. v. Mercury Marine Division, supra, that since (a) matters bearing on the interpretation of the contract are to be determined by the lex loci contractus, Jemco, Inc. v. United Parcel Service, Inc., supra, and (b) at the least, the parties expressed their intention that the contract be construed under New York law, we would have to look to New York law to decide whether the language used amounted to a choice of the law which was to govern. As in C. A. May Marine, supra, 557 F. 2d at 1166 n. 1, neither party has provided us with authority from New York which would aid us in this search.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Fred Teitelbaum Constr. Co. of Fla., Inc. v. Sante FE Dev. Corp., 462 So. 2d 560 (Fla. 3d DCA 1985)…dgment entered below. The contract of indemnity was made in New York, and under controlling Florida law the legal obligations of an indemnity contract are governed by the law of the place where the contract was made. Pfaudler Co. v. Sylvachem Corp., 400 So. 2d 503 (Fla. 3d DCA 1981); Jemco, Inc. v. United Parcel Service, Inc., 400 So. 2d 499 (Fla. 3d DCA 1981). Second, New York law is well-settled that “contracts will not be construed to indemnify a person against his own negligence unless such intention is…
Authorities Cited
- Jemco, Inc. v. United Parcel Serv., Inc., 400 So. 2d 499 (Fla. 3d DCA 1981)
- Boat Town U. S. A., Inc. v. Mercury Marine Div. OF Brunswick Corp., 364 So. 2d 15 (Fla. 4th DCA 1978)
- Hunter v. State, 364 So. 2d 15 (Fla. 1st DCA 1978)
- C. A. MAY Marine Supply Co. v. Brunswick Corp., 557 F.2d 1163 (5th Cir. 1977)