Omni Hotels Mgmt. Corp. v. Ultimate Parking, LLC

Summary

The First Circuit held that Omni Hotels was entitled to contractual indemnification from Ultimate Parking for attorney's fees incurred in a premises-liability action. Applying Rhode Island law, the court concluded that the agreement's exclusion for claims arising from Omni's negligence required a factual finding of negligence, not merely allegations in the underlying complaint. The court vacated the district court's summary judgment for Ultimate and directed entry of judgment for Omni.

Holdings

1. In the indemnification provision, "arises from" carries materially the same meaning as "caused by" under relevant Rhode Island precedent.
2. The Concession Agreement's exception to Ultimate's indemnification obligation is fault-based and does not defeat indemnification merely because a third party alleges negligence by Omni; a factual finding that Omni was negligent is required.
3. Omni is entitled to contractual indemnification from Ultimate, and the district court must enter judgment for Omni on that claim after determining the amount due.

Questions Presented

1. Whether the Concession Agreement's exception for claims that arise from Omni's negligence defeats Ultimate's indemnification obligation based solely on allegations of negligence or instead requires a factual finding that Omni was negligent.
2. Whether Omni was entitled to contractual indemnification for its litigation expenses under the Concession Agreement.
3. Whether Omni was entitled to common-law or equitable indemnification.
4. Whether the First Circuit should review the district court's earlier denial of Omni's summary-judgment motion on Caruso's negligence claims after those claims had been settled and dismissed.

Disposition

reversed_and_remanded