Constable v. Northglenn, LLC

Summary

The Supreme Court of Colorado held that a commercial lease's indemnity provision clearly and unequivocally required the tenant to indemnify the landlord for injuries caused by the landlord's own simple negligence. The court also held that indemnification for liability arising from breach of a nondelegable statutory duty does not itself delegate or eliminate that duty and therefore did not violate public policy. The court affirmed the court of appeals' judgment.

Holdings

1. A commercial lease indemnity provision that broadly covers any and all liability and expressly excludes only the indemnitee's gross negligence and intentional torts clearly and unequivocally requires indemnity for the indemnitee's own simple negligence.
2. An agreement to indemnify a party for financial liability resulting from breach of a nondelegable duty does not itself delegate or relieve that party of the underlying duty and therefore does not violate public policy merely because the duty is nondelegable.
3. The lease did not purport to relieve Northglenn of its maintenance duty or prevent Constable from inspecting or arranging maintenance of the common areas; therefore, the maintenance provisions did not render the indemnity clause void as against public policy.

Questions Presented

1. Whether the lease's indemnity provision clearly and unequivocally required Constable to indemnify Northglenn for liability arising from Northglenn's own simple negligence.
2. Whether an indemnity agreement covering liability for breach of a nondelegable statutory duty violates public policy.
3. Whether the lease's allocation of responsibility for maintaining common areas rendered the indemnity provision unenforceable because Constable lacked exclusive control over those areas.

Disposition

affirmed