Also known as: indemnify · indemnifies · indemnified · indemnifying · indemnities · indemnification · indemnifications · indemnitor · indemnitee · indemnifier · hold harmless
Written by attorneys · grounded in primary & secondary sources — see below
A duty to make good any loss, damage, or liability incurred by another. The right of an injured party to claim reimbursement for its loss, damage, or liability from a person who has such a duty. Reimbursement or compensation for loss, damage, or liability in tort, especially the right of a party who is secondarily liable to recover from the party who is primarily liable.
Imani Idowu sues Ironclad Industries after a workplace accident. Ironclad's insurer may cover any judgment. During initial disclosures, Ironclad must produce the policy for inspection because the agreement may satisfy part of a possible judgment or indemnify payments made to satisfy it.
Ike Ingram wins a tort judgment against Indigo Textiles for personal injury. The court awards damages that compensate Ingram for harm sustained and provide indemnity for expenditures already made to treat the injuries.
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Ira Irving, a foreign manufacturer, faces an indemnity claim in a U.S. forum after its product allegedly caused injury. The court declines jurisdiction because mere stream-of-commerce placement does not create minimum contacts and the burdens on the foreign defendant outweigh forum interests.
Ilana Isaacs, a partner, faces a claim arising from her partnership role. The partnership advances her defense costs after she promises repayment if she is later found ineligible for indemnity under the statute.
Ismael Ibrahim buys property from Innovate Pharmaceuticals. A recorded lien missed during the title search surfaces after closing. The title insurer must indemnify Ibrahim for loss from the defect under the policy.
Israel Irving, a director of Integrity Partners, is sued for actions taken in his official capacity. The corporation may indemnify him for liability incurred in the proceeding once it determines he met the required standard of conduct.
Indemnity shifts the entire loss from one party to another, typically when one is only vicariously liable. Contribution requires each to pay a proportionate share. Courts apply indemnity in vicarious liability or secondary liability situations rather than sharing.
An LLC must indemnify a member or manager for claims or liabilities incurred by reason of that capacity, provided the liability does not arise from breach of fiduciary duties such as loyalty, care, or good faith. The obligation is mandatory under default statutory rules when those conditions are met.
Title insurance indemnifies the insured against loss from defects in title or liens not excepted in the policy. Coverage depends on the policy language and state law. An indexing error by the insurer does not relieve the duty to cover a recorded but overlooked interest.
A partnership may advance reasonable expenses if the partner promises repayment if ultimately found not entitled to indemnity. The advance occurs in the ordinary course of business and is conditioned on the repayment promise.
…corporations' officials. E. g. , Del. Code Ann., Tit. 8, § 143 (1975) (interestfree loans); § 145 (1975 ed. and Supp. 1976) (indemnification). While it is possible that countervailing issues of judicial efficiency and the like might clearly favor a different forum, they do not appear on the meager record before us; and, of…