MacE v. Atlantic Refining & Marketing Corp.

SAYLOR, Justice,

dissenting.

I agree with the majority’s continued endorsement of the Perry/Ruzzi rule of contract construction as it pertains to circumstances involving substantive indemnification for a claim predicated upon the sole negligence of the indemnitee. However, I also share Mr. Justice Cappy’s view that, in assessing Barqawi’s duty to defend, little significance should attach to *86the fact that Atlantic ultimately obtained a favorable judgment on the claims of direct negligence lodged against it.

In my view, it is most straightforward to recognize that the Perry-Ruzzi rule simply does not come into play in assessing an indemnitor’s duty to defend in situations in which the plaintiffs “sole negligence” theory is merely one of multiple claims asserted against the prospective indemnitee.1 Generally, the duty to defend is triggered if the underlying complaint avers facts that would support indemnification under the agreement, and the indemnitor must defend until such time as the claim is confined to recovery that the contract does not cover (for example, a theory predicated upon the exclusive negligence of the indemnitee). See generally General Accident Ins. Co. of Am. v. Allen, 547 Pa. 693, 705, 692 A.2d 1089, 1095 (1997). The indemnitor therefore may not escape the obligation to defend merely because the initial pleadings are broad and all-inclusive. Barqawi, however, sought for this rule to be applied in reverse, asking the Court to hold that so long as one theory of relief asserted against the indemnitee would not in and of itself require a defense, no duty would arise to defend against any of the several theories asserted. This position is inconsistent with the traditional precepts and should be rejected for that reason.

In this regard, the central reasoning supplied by the trial court (the Honorable Anne E. Lazaras) is consistent with the above and merits recognition:

An insurer’s obligation to defend is fixed solely by the allegations of the underlying complaint. The duty to defend is limited to those claims covered by the policy. The insurer is obligated to defend if the factual allegations of the complaint on its face comprehend an injury which is actually or potentially within the scope of the policy.
*87If coverage depends upon the existence or non-existence of undetermined facts outside the complaint, until the claim is narrowed to one patently outside the policy coverage, the insurer has a duty to defend claims against the insured. In plaintiffs Amended Complaint, plaintiff alleged that defendant, Bobby Perry, assaulted, battered and beat plaintiff. Plaintiff also alleged that as a result of both Barqawi’s and Atlantic’s negligence, gross negligence, recklessness and carelessness in hiring, supervising and controlling defendant, Perry, plaintiff suffered his injuries. Lastly, plaintiff alleged that both Barqawi and Atlantic failed to provide a safe facility.
After an initial review, it appears that the complaint is worded broadly enough to create a potentially covered claim.

(citations omitted).

Although the trial court’s central legal analysis clearly favored Atlantic’s position, it denied Altantic’s claim for legal fees apparently for equitable reasons. In particular, the court indicated that, since Barqawi was not an insurance company but a small business proprietor “who was compelled to sign the agreement and lease if he wished to enter into a business relationship with Atlantic, ... [the] court will not treat Barqawi as an insurer and concludes that it had either no duty to defend Atlantic as of the filing or that its duty ceased as of the grant of Summary Judgment.” In a footnote, the trial court further indicated, “the Court reviewed the bills provided by Atlantic to defend its claim and found them to be at first blush, exorbitant in light of the fees of Barqawi, the primary defendant in the case.” Since the Superior Court affirmed on different grounds,2 the actual reasons provided by the trial court in support of its disposition have not been expressly *88considered. Because Barqawi has remained the appellee throughout the proceedings, he was charged with no obligation concerning issue preservation and presentation.

• As a verdict, order, or judgment should be affirmed for any valid reason appearing from the record, I believe that the appropriate disposition for the case would be a remand to the Superior Court for further proceedings consistent with this Court’s decision and primarily to assess the reasons supplied by the trial court in support of its order.

. As the majority notes, several of the claims asserted against Atlantic were predicated upon a theory of vicarious liability for Barqawi's conduct and omissions, representing a paradigm circumstance in which a contractual duty to defend ordinarily would be contemplated in a franchise agreement.

. It may be that the Superior Court's decision to rely upon different grounds reflected some level of discomfort with the trial court's reasoning. Indeed, the trial court's own opinion in support of its order reflects some degree of uncertainly as to the propriety of the order denying counsel fees, as it indicates that Barqawi “either had no duty to defend Atlantic as of the filing or that its duty ceased as of the grant of Summary Judgment."