9.7 Indemnity

• Library: Virginia Construction Law Deskbook (Virginia CLE) (2019 Ed.)

9.7 INDEMNITY

9.701 In General. Indemnity is an obligation to compensate another party for a loss. Indemnity may arise by operation of law or by contract. In a construction contract, indemnity is a tool to shift potential liability among the parties to the transaction. A contract may promise indemnification for tort or contract liability.

9.702 Implied Indemnity. Absent a contractual provision for indemnity, implied indemnity may arise from equitable principles by operation of law. ¹²⁰ For example, a party held vicariously liable for the misconduct of another is entitled to indemnity from the party who is primarily liable. ¹²¹ Further, the party liable for indemnity must have been liable for the underlying obligation. ¹²² Generally, implied indemnity is limited to claims for injury to person or property and does not apply to claims for purely economic damages. In the construction context, the parties' duties ordinarily arise from their contracts, and implied indemnity is unlikely absent injury to person or property.

9.703 Express Indemnity Clauses. Most construction contracts contain an indemnity clause as a...