TX STATETexas Court of Appeals, 14th District (Houston)
2008

Avco Corp., Textron Lycoming Reciprocating Engine Division of Avco Corp. v. Interstate Southwest, Ltd.

251 S.W.3d 632Texas Court of Appeals, 14th District (Houston) • Decided 2008Modified

HOLDING

An aircraft engine manufacturer (Lycoming) contracted with a forging company to make crankshaft parts. After crankshaft failures, the forging company's affiliate sued for fraud, claiming Lycoming hid information and deceived them into extending the contract. The court ruled the broad indemnity clause in their contract was unenforceable under Texas and Pennsylvania law, but threw out the $86 million fraud damages award because there wasn't enough proof of actual losses. This matters to subcontractors because it shows courts won't enforce one-sided indemnity clauses that try to shift all risk to one party.

KEY FINDINGS

Broad Indemnification

Broad indemnity clauses that require one party to cover all losses are unenforceable—courts will strike them down even if both parties signed

Lien Rights

Don't rely on indemnity clauses to protect yourself from fraud or concealment by the other party; you need actual evidence of real damages to win

FULL COURT OPINION