The opinion of the court was delivered by: WEBER
Avis brought a third-party complaint against the A & P. Under paragraph 5 of the Third-Party Complaint Avis alleges that A & P is under an obligation to indemnify, hold harmless and provide a defense for this type of claim.
Third-party defendant A & P has moved for Partial Summary Judgment solely on the question of whether there is any contractual obligation of A & P to indemnify, save harmless and provide a defense for Avis on the type of claim presented here.
By Answers to Interrogatories Avis has admitted that its sole basis for a contractual obligation to indemnify, save harmless, and defend Avis rests upon Sec. IV(C) of the lease between Avis and A & P.
A great deal of effort has been expended by Avis to establish that summary judgment is not applicable in this situation because there are genuine issues of material fact on the right of indemnity. This is not disputed. There are factual and legal issues present on the question of Avis' right to indemnity as a matter of law, including the related questions of the respective control of the parties over the vehicle, the alleged negligence of the parties, and possibly the intent of the parties as to the relevant transactions between them.
But we are considering the issue raised within the terms of Fed. R. of Civ. P. 56(d) Case Not Fully Adjudicated on Motion, which provides for a determination of material facts which exist without controversy and the determination of the effect of these facts as a matter of law in the further conduct of the case.
A & P in its motion raises the sole question of whether the terms of Sec. IV(C) of the lease require it to give indemnity, to save harmless, or provide a defense as a matter of contractual obligation to Avis.
The applicable provision of the lease agreement is as follows:
The position of A & P is that this language does not require it to indemnify, hold harmless, or defend Avis against the type of claim presented in this case; i.e., where the claim is made by A & P's own driver for his own injuries. The agreement provides either that A & P provide public liability insurance coverage, or, if it undertakes to be a self-insurer, that it will protect Avis from liability in like manner and to the same extent as would be given under the insurance coverage required.
We find no ambiguity in the language of this provision that would allow the introduction of extrinsic evidence to determine its meaning.
"Where parties, without any fraud or mistake, have deliberately put their engagements in writing, the law declares the writing to be not only the best, but the only, evidence of their agreement." Gianni v. Russell & Co. Inc., 281 Pa. 320, 126 A. 791 , cited in United Refining Co. v. Jenkins, 410 Pa. 126, 189 A. 2d 574 .
In such a case, where the language is unambiguous, the interpretation of the contract is for the court. Hewes v. McWilliams, ...