Breed, Abbott & Morgan v. Hulko ( 1989 )

OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be affirmed, with costs.

The narrow question before us is whether, under the circumstances presented, defendant agreed to indemnify plaintiff for its legal expenses incurred resisting defendant’s claims (see, Matter of A. G. Ship Maintenance Corp. v Lezak, 69 NY2d 1, 5). We conclude that defendant did so agree, for the reason stated in the opinion of the late Justice Leonard H. Sandler that if this agreement did not include plaintiff law firm’s "legal expenses incurred in defending against an action by one of the parties alleging misconduct by the escrowee which resulted in a determination in favor of the escrowee, it is difficult, if not impossible, to ascertain for what it was that the parties had agreed to indemnify the escrowee.” (139 AD2d 71, 73.)

Chief Judge Wachtler and Judges Simons, Kaye, Alexander, Titone, Hancock, Jr., and Bellacosa concur.

Order affirmed, with costs, in a memorandum. Certified question answered in the affirmative.