Opinion
98-CV-2282(JG)
December 8, 2000
MATTHEW DOLLINGER, JOSHUA N. KRELLEN, Dollinger, Gonski, Grossman Cane Place, New York, Attorneys for Plaintiff
ARTHUR J. LIEDERMAN, Morrison, Mahoney Miller, LLP, New York, New York Attorneys for Defendant/Third-Party Plaintiff; KARL ZAMURS, Garcia Stallone, New York, New York, Attorneys for Third-Party Defendant
MEMORANDUM AND ORDER
Plaintiff Glaceau Water Company ("Glaceau") brought this action to recover for damages allegedly suffered due to defendant Systems Bio-Industries, Inc.'s ("SBI") breach of contract, negligence and fraudulent misrepresentation. Thereafter, a third-party action was commenced by SBL against third-party defendant Crystal Rock Spring Water Company ("Crystal Rock"), alleging negligence and breach of contract. Crystal Rock has moved for summary judgment against SBI and Glaceau.
Systems Bio-Industries, Inc. is now known as SKW Biosystems, Inc.
SBI had moved simultaneously for summary judgment against plaintiff That motion was denied orally after oral argument of both motions on December 1, 2000.
For the reasons set forth below, Crystal Rock's motion for summary judgment against SBI is granted, and its motion against Glaceau is denied as moot.
BACKGROUND
Glaceau, which manufactures, packages and distributes bottled water, entered into a contract with SBI, in which SBI agreed to supply Glaceau with flavors for use in an all-natural, non-carbonated, flavored spring water product. Glaceau required that the water be bottled by Crystal Rock. Crystal Rock agreed to bottle the flavored water, and it was Crystal Rock's understanding that the flavor system was "to conform to [Crystal Rock's] environment." (Baker Aft at 2.)
Before the flavored water project began, Glaceau orally agreed to indemnify Crystal Rock against any damages awarded against Crystal Rock that arose out of this project. The oral agreement was later reduced to writing by an indemnification agreement dated September 23, 1998. In addition, Glaceau signed a general release on September 23, 1998, releasing Crystal Rock from any claims Glaceau may have against Crystal Rock.
DISCUSSION
A. The Summary Judgment Standard
Summary judgment is appropriate where "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(c). The moving party bears the initial burden of demonstrating the absence of any genuine issues of material fact. See Gallo v. Prudential Residential Servs., L.P., 22 F.3d 1219, 1223 (2d Cir. 1994). In determining whether material facts are in dispute, courts must resolve all ambiguities and draw all inferences in favor of the non-moving party. See Kerzer v. Kingly Mfg., 156 F.3d 396, 400 (2d Cir. 1998).
B. The Negligence/Contribution Claim
SBI alleges that Crystal Rock was negligent in allowing contamination of the flavored bottled water, and that the contamination was a result of poor sanitation practices or lack of good manufacturing practices. Accordingly, SBI seeks contribution from Crystal Rock should SBI be found liable to Glaceau for any damages.
Under New York law, when one of two or more persons claimed to be liable for the same injury obtains a release, that person may not be held liable for contribution to any other joint tortfeasor. See New York General Obligations Law § 15-108(b). As noted above, Glaceau signed a general release dated September 23, 1998, whereby Crystal Rock was released from liability arising out of claims. This release bars SBI's contribution claim against Crystal Rock.
SBI does not dispute the existence of this release, but instead states that a prerequisite of General Obligations Law § 15-108(b) is that the release was given in good faith. Whether a party gives a release in good faith is an issue of fact for the factfinder. See Barrett v. United States, 668 F. Supp. 339, 341 (S.D.N.Y. 1987). SBI contends that "questions regarding the timing of the general release, and the consideration given certainly cast suspicion over whether the plaintiff gave the release in good faith." SBI's Opp. at 5. Without more, however, this assertion is insufficient to survive a motion for summary judgment.See Kulak v. City of New York, 88 F.3d 63, 71 (2d Cir. 1996) ("[C]onclusory statements, conjecture, or speculation by the party resisting the motion will not defeat summary judgment.").
Under General Obligations Law § 15-108(b), therefore, any claim by SBI for contribution from Crystal Rock is barred.
C. The Contract/Indemnification Claim
Although SBI's complaint also seeks indemnification, there is no contract between SBI and Crystal Rock. Absent an express agreement creating a right to indemnification, SBI must allege a right to "implied indemnification" in order to sustain this claim. See, e.g., Sierra Rutile Limited v. Katz, No. 90 Civ. 4913, 1995 WL 622691, at *4 (S.D.N.Y. Oct. 24, 1995) ("Under New York law, in order for a claim for indemnification to stand, the third-party defendant must have owed a duty, express or implied, to indemnify the third-party plaintiff for its torts.") (citation omitted); see also Peoples' Democratic Republic of Yemen v. Goodpasture, Inc., 782 F.2d 346, 351 (2d Cir. 1986) (a right to "implied indemnification" can exist even absent an express agreement creating a right to indemnification). Since SBI alleges no facts that suggest that a right to implied indemnification may exist, SBI's claim for indemnification must be dismissed.
SBI's opposition papers appear to concede that there is no basis for indemnification by Crystal Rock. See SBI Opp. Mem. at 6 ("If as a matter of law the court bars [Glaceau] from its negligence claim . . . the remaining warranty claims would not raise viable claims for contribution against the third party defendant. At best the third party defendant's fault or culpable conduct would be part of the defense to whether the warranty was breached if any warranty existed.")
CONCLUSION
For the reasons set forth above, Crystal Rock's motion for summary judgment is granted. Accordingly, Crystal Rock's request that "conditional summary judgment" be granted with respect to its counterclaim against Glaceau for contractual indemnification is denied as moot.