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    Supreme Court of Ohio rules in favor of Bricker client, Total Quality Logistics

    Total Quality Logistics (TQL) prevailed in a recent Supreme Court of Ohio case that affects both businesses and individuals. On December 22, 2020, Ohio’s highest court determined that if there is a written contract between two parties which includes an indemnification provision, the parties’ indemnification agreement should control instead of implied indemnity principles if the parties did not intend that such implied principles be a part of their written contract. Bricker & Eckler attorney Jeff McSherry secured this substantial victory for TQL.

    TQL, a freight broker, arranged for JK&R Express, a motor carrier, to transport a load of organic apples for one of TQL’s customers from Washington to Missouri and New Jersey. After JK&R successfully picked up the apples in Washington, JK&R’s trailer caught fire and the apples were completely destroyed before reaching the first delivery location. TQL reimbursed its customer over $80,000 for the load of apples. Per the Broker/Carrier Agreement between TQL and JK&R, JK&R agreed that it was fully responsible and liable for the load of apples from pick up until delivery and that it would indemnify and hold TQL and its customer harmless from any and all claims, including cargo damage claims. The destroyed apples were clearly a cargo damage claim for which TQL was entitled to reimbursement from JK&R. However, Ohio’s lower courts ignored the parties’ written indemnification provision in their contract and instead used implied indemnification principles from a 1944 Ohio Supreme Court decision. This had the net effect of removing and replacing the parties’ indemnification provision in their contract. TQL appealed and argued their contract should be enforced as written, not as rewritten by the lower court. 

    The Supreme Court of Ohio agreed with TQL. That is, if the parties to a written contract have expressed an intent to have their written indemnification provision apply, as opposed to common law indemnity principles, courts are required to uphold the parties’ contractual intent. The Supreme Court of Ohio went on to state that there is not any “magical language” that the parties need to use to express their intent that their written indemnification  language  controls  as  opposed  to  common  law  implied  indemnity principles.

    ABOUT BRICKER & ECKLER: Jeff McSherry is a partner at Bricker & Eckler who has represented businesses in a variety of disputes in Ohio and throughout the country. He has conducted numerous jury trials, arbitrations and mediations. Whether it is a temporary restraining order being sought at the beginning of a case, a jury trial, or a case on appeal before a state’s highest court, Jeff is known for his preparation, skill and zealous advocacy. Bricker & Eckler is a leading law firm in and beyond Ohio.  Representing a wide variety of clients, the firm has particular strength and focus representing business in a variety of areas including transportation, health care, public sector, financial services, and energy industries.  Connect with Bricker online via Twitter, Facebook and LinkedIn