MARTIN W. TAPLIN, APPELLANT,
v.
VICTOR FARRAS, APPELLEE
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An attorney for a motel seller sought a declaratory judgment that the buyer was obligated to defend and indemnify him against a broker's tortious interference claim, based on an indemnification clause in the purchase contract. The trial court granted summary judgment for the buyer, but the appellate court reversed, holding that the attorney was entitled to indemnification as the seller's representative.
The attorney is entitled to indemnification under the contract. Because the initial complaint alleged the appellant was attorney for the seller, he falls within the category of persons entitled to the benefits of the indemnification agreement, and summary judgment was therefore improper.
[1] An indemnification agreement may entitle an attorney for a seller to a defense from a purchaser, even if the attorney is not a direct party to the underlying sales contra…
[2] A purchaser's obligation to indemnify a seller against claims for real estate commissions includes the duty to defend the seller's attorney against such claims.
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Join FLexlaw to unlock all legal intelligence“Purchaser agrees to pay any and all real estate commissions which might be due as a result of this transaction and further agrees to indemnify Seller and/or its agents against any claims for commissions whether rightfully or wrongfully asserted and all costs and expenses thereof, including attorney's fees”
The indemnification clause in the purchase contract that the court found covered the appellant as an agent of the seller
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Join FLexlaw to unlock all legal intelligenceWhen a motel was sold, the purchase contract required the buyer to pay all real estate commissions and to indemnify the seller and its agents against …
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PER CURIAM.
At the time of the sale of a motel, the purchaser and seller entered into a contract which, among other things, provided as follows:
“Purchaser agrees to pay any and all real estate commissions which might be due as a result of this transaction and further agrees to indemnify Seller and/or its agents against any claims for commissions whether rightfully or wrongfully asserted and all costs and expenses thereof, including attorney’s fees, which may come about by reason of Seller having to defend himself against such claims ...”
Thereafter, a broker brought an action against the appellant, the seller’s attorney, seeking damages for tortious interference with his brokerage commission agreement. The attorney tendered the defense to the purchaser, who declined to defend. Thereafter, the attorney filed the instant action in the trial court seeking a declaration that he was entitled to a defense from the purchaser. The ultimate complaint was met with a motion to dismiss. Before this was decided, a motion for summary judgment was made by the defendant and granted. This appeal ensued. We reverse.
Even though the underlying charge against the attorney was tortious interference with an alleged brokerage agreement, the damages recoverable, if any, would be the amount of the commission. Community Cablecasting Corporation v. Daniels & Associates, Inc., 215 So. 2d 17 (Fla. 1st DCA 1968); Mead Corporation v. Mason, 191 So. 2d 592 (Fla. 3d DCA 1966).
The initial complaint indicated that the appellant was the attorney of the seller and he is entitled to the benefits of the indemnification agreement.1 Therefore the summary judgment under review be and the same is hereby reversed and the cause remanded for further proceedings.
Reversed and remanded.
. The initial complaint referred to the appellant as attorney for the seller. A subsequent complaint deleted this language, however the allegations of the original complaint controlled as to whether or not a defendant is entitled to a defense under an indemnification agreement. Compare New Amsterdam Casualty Company v. Knowles, 95 So. 2d 413 (Fla.1957); Accredited Bond Agencies, Inc. v. Gulf Insurance Company, 352 So. 2d 1252 (Fla. 1st DCA 1977); Tennessee Corporation v. Lamb Brothers Construction Company, 265 So. 2d 533 (Fla. 2d DCA 1972).
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S. Pac. Enters. v. Cornerstone Realty, Inc., 672 So. 2d 568 (Fla. 4th DCA 1996)…’s award of $22,000 and thus, remand this matter to the trial court, directing it to recalculate the amount of damages and to itemize the interest, prejudgment interest, and setoffs which may affect the award. Likewise, relying on Taplin v. Farkas, 476 So. 2d 723 (Fla. 3d DCA 1985), review denied, 486 So. 2d 595 (Fla.1986), we find that the trial court erred in denying Royal Palm West’s and Catalfumo’s crossclaim for indemnity based upon the provision in the contract for sale. We do, however, affirm the deni…
Authorities Cited
- The Mead Corp. v. Mason, 191 So. 2d 592 (Fla. 3d DCA 1966)
- NEW Amsterdam Cas. Co. v. Knowles, 95 So. 2d 413 (Fla. 1957)
- Lucille Hadley et vir v. Youngblood, 215 So. 2d 17 (Fla. 3d DCA 1968)
- Tenn. Corp. & Hartford Accident & Indem. Co. v. Lamb Bros. Constr. Co., Inc., 265 So. 2d 533 (Fla. 2d DCA 1972)
- Accredited Bond Agencies, Inc. v. Gulf Ins. Co., 352 So. 2d 1252 (Fla. 1st DCA 1977)