­­­­Indemnity: Title Company Escrow Disbursement Clause Only Encompassed Fee For Third Party Disputes, Not First Party Recovery

 

Language Of Disbursement Clause Was Crucial In A De Novo Appellate Review Situation.

     At our home page sidebar under “Indemnity,” we have posted many times--and you can gather our posts--on whether language in contractual indemnification clauses gives rise to contractual attorney’s fees recovery. Rideau v. Stewart Title Co. of California, Inc., Case No. D06575 (4^th Dist., Div. 1 Apr. 1, 2015) (unpublished) contains a nice discussion of the cases on this subject, ultimately concluding that the language and structure of an escrow disbursement instruction applied to a third-party indemnity situation, not allowing recovery for a first party recovery (in this case, plaintiff putative condo owners in Mexico losing their $240,000 deposit, ultimately prevailing against the title company for failure to follow disbursement instructions, but losing the argument that fee recovery was allowable in a first party scenario). The result in this case was tethered to the specific syntax of the contractual disbursement clause at issue, but did follow the logic of Baldwin Builders v. Coast Plastering Corp., 125 Cal.App.4^th 1339 (2005) in significant respects. The appellate court particularly focused on parsing the language in one disbursement clause to show that there was a dichotomy between third party and first party claims—with the fees element only applicable to third party claims.