Town of Fairfield v. D'Addario
149 Conn. 358 (1962)
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Rule of Law:
Where an indemnity contract includes a duty to defend, reasonable and timely notice of the claim is an implied condition precedent, and an indemnitee's failure to provide such notice relieves the indemnitor of their obligations to defend and indemnify.
Facts:
- On February 10, 1951, the Town of Fairfield contracted with F. Francis D'Addario to construct a sewerage system.
- The contract included a provision where D'Addario agreed to indemnify the town for any loss and defend any suit arising from the work.
- On March 21, 1953, Edmund Kant was allegedly injured due to a defective highway and an elevated manhole cover in an area where D'Addario had worked.
- By May 14, 1953, the town received a police report about the incident which noted that the manhole had been constructed by D'Addario.
- The town did not notify D'Addario of Kant's claim or the subsequent lawsuit until June 22, 1956, more than three years after the injury.
- D'Addario repeatedly refused the town's request to take over the defense of the action.
- On February 8, 1957, the town settled with Kant for $5750.
Procedural Posture:
- On May 11, 1953, Edmund Kant sued the Town of Fairfield in Superior Court (a trial court) for personal injuries.
- After the town settled the Kant lawsuit, it initiated this action against F. Francis D'Addario in a trial court to recover the settlement amount under the indemnity contract.
- The trial court rendered judgment for D’Addario, concluding the notice provided by the town was unreasonably late and prejudiced D'Addario.
- The Town of Fairfield, as the appellant, appealed the trial court's judgment to the state's highest court.
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Issue:
Does an indemnitee's failure to provide timely notice of a claim to the indemnitor, where such notice is an implied condition precedent to the contract, excuse the indemnitor's duties to defend and indemnify?
Opinions:
Majority - Baldwin, C. J.
Yes, an indemnitee's failure to provide timely notice of a claim, where notice is an implied condition, excuses the indemnitor's duties. The court reasoned that even though the contract did not contain an express notice requirement, one must be implied to give effect to the parties' intentions and the object of the contract. D'Addario's dual obligations to defend the action and pay damages required that he be given a reasonable opportunity to perform, which was dependent on receiving timely notice from the town. The town had peculiar knowledge of the suit and waiting three years to inform D'Addario was unreasonable because it prejudiced his ability to conduct his own investigation and prepare a defense, thereby defeating the purpose of the agreement.
Analysis:
This decision establishes that courts may imply a condition of reasonable notice in indemnity agreements, even when not expressly written, if it is essential for the indemnitor to perform their duties. It underscores that an indemnitee's failure to cooperate by providing timely notice can be a breach of this implied condition, thereby discharging the indemnitor's obligations. This precedent serves as a crucial reminder to indemnitees that they cannot delay in notifying their indemnitors of a claim, as doing so puts their right to indemnification at risk by prejudicing the indemnitor's ability to mount an effective defense.
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