Not So Fast, My Friend
On a television show I particularly enjoy on a certain well-known sports network on Saturday mornings between August – December, one of the long-time stars of the show (who also happens to be a former head football coach at Indiana University), has a line he frequently uses when he disagrees with the opinions of one of the other hosts of the show. That line, “Not so fast, my friend” actually can help us understand what can happen when a legal dispute goes to court and the parties rely on a judge (or jury) to decide who wins and losses.
Clients typically come to us quite confident in their position in a dispute or legal situation in which they find themselves. They see absolutely no way they can lose, and want us as their attorneys to affirm this belief. “You agree with me, right?” is something that is often asked of us. Of course, 25 years of experience, and of winning of cases I should have lost and losing cases I should have won, tells me otherwise. I often need to counsel clients that when it comes to litigation, you never know what can happen.
A recent Indiana Supreme Court case provides yet another illustration and cautionary tale that demonstrates why we are always so cautious about making predictions about litigation. The detailed facts of the particular case are not terribly important for this article. What is important is to understand the relatively straight forward nature of the applicable law and what happened as that case found its way to the Indiana Supreme Court. In Ryan v. TCI, et al., Ryan was injured on a construction job. Ryan was an employee of a subcontractor. In the lawsuit he sued, among others, the general contractor. Under Indiana law, a general contractor does not owe any duty to provide a safe workplace for employees of subcontractors. However, a general contractor can assume that duty by contract. In this case, the general contract filed a motion for summary judgment, asking the court to dismiss the claim as a matter of law, based upon the general rule of no duty/responsibility. Not surprisingly, Ryan disagreed, and argued that the general contractor had in fact assumed that duty through the relevant contract.
This is where the case gets interesting, and is really the point of this post. I have discussed in many other posts on this blog how Indiana courts will enforce contracts and will look at the words chosen by the parties and will try to determine and then enforce the intent of the parties. The Indiana Supreme Court again affirmed these principles when it stated:
In interpreting a contract, we ascertain the intent of the parties at the time the contract was made, as disclosed by the language used to express the parties’ rights and duties. We look at the contract as a whole to determine if a party is charged with a duty of care and we accept an interpretation of the contract that harmonizes all its provisions. A contract’s clear and unambiguous language is given its ordinary meaning. A contract should be construed so as to not render any words, phrases, or terms ineffective or meaningless. (citations omitted)
Easy enough. But in this case, the trial court ruled in favor of the general contractor, therefore, finding that the contract was “clear and unambiguous” that the general contractor had not assumed a duty under the contract to provide a safe workplace for Ryan (or other employees of subcontractors). The case was appealed, and the Indiana Court of Appeals agreed with the general contractor and the trial court in a 2:1 decision. So at that point, the contract had been read by four different judges, three of whom felt that it was “clear and unambiguous” that the general contractor had not assumed any duty to provide a place workplace.
The Indiana Supreme Court then agreed to hear the case, and after reviewing the case said to the trial court and the Court of Appeals, “Not so fast, my friend(s).” The Indiana Supreme Court, in a 5-0 decision, ruled that the general contractor had, pursuant to the contract, in fact assumed a duty to provide a safe workplace. In other words, the Indiana Supreme Court ruled that the contract was “clear and unambiguous” that the general contractor had assumed that duty.
How does this happen? How do nine judges read the same contract, with some finding that it was “clear and unambiguous” that the general contractor had assumed a duty, and others finding it was “clear and unambiguous” that the general contractor did not? The purpose here is not to question any of the judges’ decisions, but to again highlight the uncertainty of any litigation. Regardless of the law or the facts in your particular situation, you never know when a judge will look at you and say “Not so fast, my friend.”
 There are also other exceptions to this general rule of no responsibility, but those other exceptions are not relevant here.
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