Opinion
October 29, 1990
Appeal from the Supreme Court, Nassau County (Murphy, J.).
Ordered that the order is affirmed insofar as appealed from, with costs.
The third-party defendant buyer contends that it has no duty to indemnify the third-party plaintiff seller against any claims for broker commissions. The buyer further asserts that its indemnification agreement with the seller was intended to apply only to claims brought against the seller by a broker with whom the buyer dealt, not with whom the seller dealt. The buyer moved for summary judgment dismissing the seller's third-party complaint against it and the Supreme Court granted its motion. Upon reargument, however, the motion was denied and the buyer appealed.
The intention to indemnify may be implied when it is clear from the language and purposes of the entire contract (see, Drzewinski v. Atlantic Scaffold Ladder Co., 70 N.Y.2d 774; see also, Margolin v. New York Life Ins. Co., 32 N.Y.2d 149). However, when as here, the intent of the parties is not clear and cannot be clearly inferred from all the facts and circumstances, there are issues of fact precluding the granting of summary judgment (Kdidnasky v. Cali Bldg. Co., 130 A.D.2d 817, 818). Bracken, J.P., Harwood, Miller and Ritter, JJ., concur.