Instrumentation Laboratory Co. v. Walter Binder

MEMORANDUM

Defendants Walter Binder, David Gus-tafson, Donna Gustafson, Charles Manga-naro and Brys Myers and associated trusts (“Binder”) appeal the district court’s grant of summary judgment to plaintiff Instrumentation Laboratory Company (“ILC”) in this diversity action. We affirm.

I.

ILC claims its contractual rights were violated by Binder’s refusal to indemnify ILC for the money paid by Inova in litigating the Euro-Diagnostica actions. ILC has standing to bring this breach of contract claim because it is asserting its own contractual rights, which are not derivative of Inova’s contractual rights. ILC is the real party in interest for its own contractual claims, and the contract does not operate as an assignment of Inova’s claims to ILC. Finally, because Inova does not claim an interest in the action, it is not a necessary party. Fed.R.Civ.P. 19(a)(1)(B).

II.

The contract unambiguously gives ILC the right to recover repayment for litigation expenses incurred and paid by Inova. “The question whether an indemnity agreement covers a given case turns primarily on contractual interpretation, and it is the intent of the parties as expressed in the agreement that should…