Kurinij

In April 1994, Wasyl Kurinij filed a legal malpractice complaint against respondent, the law firm of Hanna and Morton (H&M) claiming that H&M had negligently represented him in litigation arising out of his acts as a former owner of the company USA Petroleum Corporation. In turn, H&M filed a cross-complaint against appellant Kurinij and his wholly owned corporation, Wasyl, Inc., seeking approximately $1 million in unpaid attorneys fees. H&M successfully moved for summary judgment on the complaint and on the cross-complaint. Kurinij and Wasyl, Inc. (collectively referred to as appellant) appeal from the judgment entered thereon. We are publishing all but part A.2. of the opinion dealing with the indemnity issue which we resolve in favor of H&M.

Factual and Procedural History

The factual and procedural background of this case begins in 1982, when John Moller and his family sold USA Petroleum Corporation (USA) to a partnership of the company’s senior employees, Edward Smolarski (Smolarski), Mark Conant, and appellant. Appellant acquired his interest through Wasyl, Inc., his wholly owned corporation. Moller, however, retained an option to repurchase USA, and in 1983,…