Juarez v Avacon Mgt. LLC

Holding The Appellate Division affirmed the dismissal of the third-party complaint, holding that the indemnification provision in the subcontract rider was unenforceable because the parties failed to reach a meeting of the minds regarding the scope of work. The court determined that the vagueness of the oral agreement’s scope of work prevented the rider from manifesting a clear and unmistakable intent to indemnify for the specific liabilities involved.

The court’s words

A court will not find a duty to indemnify unless a contract manifests a clear and unmistakable intent to indemnify for particular liabilities

2026 NY Slip Op 05372, at the official text

Definiteness as to material matters is of the very essence of contract law. Impenetrable vagueness and uncertainty will not do

2026 NY Slip Op 05372, at the official text

The parties never reached a meeting of the minds as to the project's scope of work

2026 NY Slip Op 05372, at the official text