The opinion of the court was delivered by: John Gleeson, United States District Judge
Swissport Puerto Rico, Inc. ("Swissport") seeks indemnification pursuant to a contract with Eagle Global Logistics, Inc. ("Eagle") for damages Swissport employees caused to an aircraft at the Luis Muñoz Marín International Airport in San Juan, Puerto Rico. The parties have each moved for summary judgment. For the reasons set forth below, the cross-motions are denied.
Swissport provides ground handling and marshalling services to Eagle, a logistics firm, pursuant to a contract -- the Standard Ground Handling Agreement ("SGHA"). Tradewinds Airlines, Inc. ("Tradewinds," which is not a party to this action) operates aircraft for Eagle. This dispute concerns an incident in which Swissport employees damaged an aircraft operated by Tradewinds for Eagle. Tradewinds sued Swissport, and the parties subsequently settled the claim. Now, Swissport claims that the SGHA entitles Swissport to indemnification from Eagle for the money Swissport had to pay Tradewinds in settlement. Eagle argues it has no such obligation under the contract.
1. The General Indemnity Provision Article 8.1 of the SGHA provides that, in general, Eagle shall indemnify Swissport as follows:
Except as stated in Sub-Article 8.5, [Eagle] shall not make any claim against [Swissport] and shall indemnify it (subject as hereinafter provided) against any legal liability for claims or suits, including costs and expenses incidental thereto, in respect of:
(d) damage to or loss of property owned or operated by, or on behalf of, [Eagle] and any consequential loss or damage;
arising from an act or omission of [Swissport] in the performance of this Agreement unless done with the intent to cause damage, death, delay, injury or loss or recklessly and with the knowledge that damage, death, delay, injury or loss would probably result.
Pagano Aff. Ex D at 549. Article 8(c) provides that an "'act or omission' shall include negligence." Id. Article 8.1 also contains a notice provision:
PROVIDED ALSO THAT [Swissport] shall notify [Eagle] of any claims or suits without undue delay and shall furnish such assistance as [Eagle] may reasonably require.
Article 8.5 of the SGHA provides for an exception to the general indemnity provision set forth in Article 8.1(d):
Notwithstanding Sub-Article 8.1(d), [Swissport] shall indemnify [Eagle] against any physical loss of or damage to [Eagle]'s Aircraft caused by [Swissport]'s negligent ...