How would a lawyer define "indemnification"?

[SteveHarris]

What is the name of your state? Massachussetts

John Doe Inc., contracted with me to act as a third party and pay any independent contractors that I used. They charged me and the IC's fees for this service.

The paragraph in the contract below deals with indemnification:

"John Doe Company will undertake and pay for energetic and good faith defense of regulatory and/or governmental audits, assessments, claims, demands, lawsuits, administrative proceedings, losses, damages, costs and expenses arising out of Independent Contractor status challenges and issues by the John Doe Affiliated Independent Contractors performing Services under this Agreement."

I have been audited and assessed by the state of California for back payroll taxes. John Doe unsuccessfully appealed the assessment and John Doe refuses to pay the assessment, saying that my contract only calls for “legal indemnification."

My attorney said John Doe is liable to pay for any damages because, “there is no such thing as legal defense for 'losses and expenses.' [John Doe] is obligated to pay any damages or losses. If [John Doe] settles on your behalf, it is your "loss" unless [John Doe] pays."

Any opinions would be greatly appreciated. Thanks!What is the name of your state?

 

[moburkes]

What is the name of your state? Massachussetts

John Doe Inc., contracted with me to act as a third party and pay any independent contractors that I used. They charged me and the IC's fees for this service.

The paragraph in the contract below deals with indemnification:

"John Doe Company will undertake and pay for energetic and good faith defense of regulatory and/or governmental audits, assessments, claims, demands, lawsuits, administrative proceedings, losses, damages, costs and expenses arising out of Independent Contractor status challenges and issues by the John Doe Affiliated Independent Contractors performing Services under this Agreement."

I have been audited and assessed by the state of California for back payroll taxes. John Doe unsuccessfully appealed the assessment and John Doe refuses to pay the assessment, saying that my contract only calls for “legal indemnification."

My attorney said John Doe is liable to pay for any damages because, “there is no such thing as legal defense for 'losses and expenses.' [John Doe] is obligated to pay any damages or losses. If [John Doe] settles on your behalf, it is your "loss" unless [John Doe] pays."

Any opinions would be greatly appreciated. Thanks!What is the name of your state?

I read that paragraph 3 times looking for where it say indemnification, and could not find it. indemnify is to hold harmless, but since you have an attorney, why haven't you asked him for the definition?

 

[SteveHarris]

That's an odd signature. You're a perfect parent? No such thing. Plus the tone of your response didn't seem perfect to me. In your "parental" response to my post, I felt criticized. (So, be careful to never criticize your children.)

With regard to your condescending remark about "indemification" not being in the said paragraph you are correct, but that means nothing relative to whether or not I'm indemnified.

As to asking my attorney for the definition, I don't really need to. My post shows his comments and his opinion that I am indemnified against any monetary losses. I was merely looking for another opinion.

Oh, and since you're so interested in good parenting, and you did at least respond to my post, I'll offer this up to you...

----------------------------------------------

A Parent’s Prayer

Help me to the stature of good parenthood. I pray I may let my child live his own life and not the one I wish I had lived. Therefore, guard me against burdening him with doing what I failed to do, and when tempted to seek this balm for old wounds, strengthen me against my self justification.

Help me to see today’s missteps in perspective against the long road he must go, and grant me the grace of patience with his slow pace, lest in my impatience I force him into rebellion, retreat and anxiety.

Give me the wisdom to know when to smile at the small mischief’s of his age, and when to give him the haven of firmness against the impulses which in his heart he fears he cannot master.

In time of needed punishment, give me a warm heart and a gentle voice so he may feel the rule of order is his friend and clasp it to his soul to be his conscience.

Help me to hear the anguish in his heart through the din of angry words or across the gulf of brooding silence and having heard, give me the grace to bridge the gap between us with understanding warmth before speaking my own quick retorts, and stay my tongue also from the words which would chill his confiding in me.

Still my voice and smooth from my brow all that mars infectious serenity and joy in living; rather let my face so shine that these later years will seem to him a promised land toward which to strive.

I pray that I may raise my voice more in joy at what he is than in vexation at what he has done, so each day he may grow in sureness of himself.

Help me to hold him with such warmth as will give him friendliness toward his fellow man; then give me the fortitude to free him to go strongly on his way.

Then as I see him striding forward, eagerly, self-sure, friendly and in good conscience, my grateful heart will swell with joy.

By
M.B. Durfee, M.D.
Late Medical Director
Pasadena Child Guidance Clinic

 

[StickyFingers]

That's an odd signature. You're a perfect parent? No such thing. Plus the tone of your response didn't seem perfect to me. In your "parental" response to my post, I felt criticized. (So, be careful to never criticize your children.)

With regard to your condescending remark about "indemification" not being in the said paragraph you are correct, but that means nothing relative to whether or not I'm indemnified.

As to asking my attorney for the definition, I don't really need to. My post shows his comments and his opinion that I am indemnified against any monetary losses. I was merely looking for another opinion.

Oh, and since you're so interested in good parenting, and you did at least respond to my post, I'll offer this up to you...

----------------------------------------------

A Parent’s Prayer

Help me to the stature of good parenthood. I pray I may let my child live his own life and not the one I wish I had lived. Therefore, guard me against burdening him with doing what I failed to do, and when tempted to seek this balm for old wounds, strengthen me against my self justification.

Help me to see today’s missteps in perspective against the long road he must go, and grant me the grace of patience with his slow pace, lest in my impatience I force him into rebellion, retreat and anxiety.

Give me the wisdom to know when to smile at the small mischief’s of his age, and when to give him the haven of firmness against the impulses which in his heart he fears he cannot master.

In time of needed punishment, give me a warm heart and a gentle voice so he may feel the rule of order is his friend and clasp it to his soul to be his conscience.

Help me to hear the anguish in his heart through the din of angry words or across the gulf of brooding silence and having heard, give me the grace to bridge the gap between us with understanding warmth before speaking my own quick retorts, and stay my tongue also from the words which would chill his confiding in me.

Still my voice and smooth from my brow all that mars infectious serenity and joy in living; rather let my face so shine that these later years will seem to him a promised land toward which to strive.

I pray that I may raise my voice more in joy at what he is than in vexation at what he has done, so each day he may grow in sureness of himself.

Help me to hold him with such warmth as will give him friendliness toward his fellow man; then give me the fortitude to free him to go strongly on his way.

Then as I see him striding forward, eagerly, self-sure, friendly and in good conscience, my grateful heart will swell with joy.

By
M.B. Durfee, M.D.
Late Medical Director
Pasadena Child Guidance Clinic

Geez, Dude get a grip!

Do you honestly think that a signature can't be a tongue-in-cheek, facetious, humorous, or a smartass remark?

Attacking one's parenting off of a signature is not warranted here...nor is accepted.

As far as being criticized...you haven’t been yet...

Moburkes was simply asking a question.

A person of your sensitivity may be well suited to pay a local attorney for another opinion.

 

[SteveHarris]

I thought the response by mobourkes was not simply asking a question but critical of me for supplying a paragraph about indemnification that had to have been read "three times" looking for the word. I thought it was patronizing.

I do believe a signature can be toungue in cheek. I didn't read it that way however. Perhaps I'm wrong. But let's be clear that I did not attack mobourkes parenting. Re-read my post and you'll see that.

I simply took offense to the tone and words that were used when all I was asking for was some help.

But most importantly, the quoted page about parenting is off topic, but you will be hard pressed to find anything that profound and helpful for someone aspiring to raise their children well. So if I give nothing here at least I've shared a great piece of advice all parents should read and give thought to.

 

[moburkes]

My signature ABSOLUTELY is tongue-in-cheek which is exactly why the smiley after the signature is sticking out its tongue. You really DO need to get a grip. I also was not being patronizing. I was telling you that, while your statement says that the information below "deals with" indemnification, if it doesn't SAY indemnification, then where do you come up with that it "deals with" it?


You've got to be kidding if you think that I, or anyone with a sane mind, believes there is such a thing as a perfect parent. WOW! So, as far as that extra stuff that you added to your post, I didn't read it.

 

[StickyFingers]

But let's be clear that I did not attack mobourkes parenting. Re-read my post and you'll see that.

I did.....

Here is your quoted statements...

That's an odd signature. You're a perfect parent? No such thing. Plus the tone of your response didn't seem perfect to me. In your "parental" response to my post, I felt criticized. (So, be careful to never criticize your children.)

I simply took offense to the tone and words that were used when all I was asking for was some help. But most importantly, the quoted page about parenting is off topic, but you will be hard pressed to find anything that profound and helpful for someone aspiring to raise their children well. So if I give nothing here at least I've shared a great piece of advice all parents should read and give thought to.

Then shortly after...

Oh, and since you're so interested in good parenting, and you did at least respond to my post, I'll offer this up to you...

**"A Parent's Prayer" to come after***

Seems like an attack on parenting to me.

moburkes..I hope you dont pay this IDIOT any mind. He can do what I suggested in my first post...

Yeah...That WAS criticism!

 

[moburkes]

No sense of humor AND idiot!

 

[BoredAtty]

What is the name of your state? Massachussetts

John Doe Inc., contracted with me to act as a third party and pay any independent contractors that I used. They charged me and the IC's fees for this service.

The paragraph in the contract below deals with indemnification:

"John Doe Company will undertake and pay for energetic and good faith defense of regulatory and/or governmental audits, assessments, claims, demands, lawsuits, administrative proceedings, losses, damages, costs and expenses arising out of Independent Contractor status challenges and issues by the John Doe Affiliated Independent Contractors performing Services under this Agreement."

I have been audited and assessed by the state of California for back payroll taxes. John Doe unsuccessfully appealed the assessment and John Doe refuses to pay the assessment, saying that my contract only calls for “legal indemnification."

My attorney said John Doe is liable to pay for any damages because, “there is no such thing as legal defense for 'losses and expenses.' [John Doe] is obligated to pay any damages or losses. If [John Doe] settles on your behalf, it is your "loss" unless [John Doe] pays."

Whoever wrote that paragraph should be fired. Very sloppy. It can be read about 27 different ways. Okay, not really, but below are two ways to read it.

John Doe Company will undertake and pay for (1) energetic and good faith defense of regulatory and/or governmental audits, (2) assessments, (3) claims, (4) demands, (5) lawsuits, (6) administrative proceedings, (7) losses, (8) damages, (9) costs and expenses arising out of Independent Contractor status challenges and issues by the John Doe Affiliated Independent Contractors performing Services under this Agreement.​

That is how you and your attorney want it read.

John Doe Company will undertake and pay for energetic and good faith defense of (1) regulatory and/or governmental audits, (2) assessments, (3) claims, (4) demands, (5) lawsuits, (6) administrative proceedings, (7) losses, (8) damages, (9) costs and expenses arising out of Independent Contractor status challenges and issues by the John Doe Affiliated Independent Contractors performing Services under this Agreement.​

That is how the other party wants it read.

I agree with your attorney. How could they "pay for energetic and good faith defense of (7) losses and (9) costs and expenses"? That makes no sense. Clearly the paragraph should be read the first way above.