Tetra Tech, Inc. v. NSAA Investments Group, LLC

Summary

The Texas Court of Appeals considered whether an indemnity provision in a construction-related commercial contract required NSAA Investments Group, LLC to reimburse Tetra Tech, Inc. for attorney’s fees, expenses, and costs incurred in responding to subpoenas and preparing for an employee’s deposition. The court held that the provision did not cover the claimed attorney’s fees and that Tetra Tech failed to provide evidence supporting its claimed expenses and costs, affirming summary judgment for NSAA.

Holdings

1. The indemnity provision did not require NSAA to indemnify Tetra Tech for the attorney's fees claimed. The subpoenas and deposition notice were discovery tools, not claims, damages, losses, liabilities, suits, or causes of action, and Tetra Tech's attorneys performed compliance-related work rather than defending against a claim.
2. Even assuming the indemnity provision could cover expenses and costs related to the subpoenas or deposition, Tetra Tech was not entitled to summary judgment because it offered no evidence establishing the amount of those expenses or costs.

Questions Presented

1. Whether the indemnity provision required NSAA to indemnify Tetra Tech for attorney's fees incurred in responding to subpoenas and preparing for and attending an out-of-state deposition related to NSAA's lawsuit against One World.
2. Whether Tetra Tech established its entitlement to indemnification for expenses and costs related to the subpoenas and deposition.

Disposition

affirmed