CA1: agreements to draft an agreement enforceable and good faith indemnification

Fidelity & Guaranty v. Star Equipment Corp., No. 07-1999 (8/27/08).  This is a contract dispute.  The parties used the District Court’s ADR program, and a memorandum was produced.  But, the parties backed away from it.  The District Court decided that the memorandum was binding enough and enforced it without holding an evidentiary hearing.  The First holds that “…the fact that the hand-written agreement contemplated execution of a more formal agreement does not preclude enforcement of the hand-written agreement.”

Finally, the First has some interesting discussion on indemnification where “good faith” is a condition.  The First says that just because it is financially expedient to settle a claim doesn’t mean that there isn’t good faith, and otherwise.  And, in the summary judgment context, the party resisting summary judgment would have had to show bad faith.