What do the words ‘defend, indemnify and hold harmless’ mean?

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Published on LexisPSL on 15/05/2017

The following TMT Q&A provides comprehensive and up to date legal information covering:

  • What do the words ‘defend, indemnify and hold harmless’ mean?
  • Defend, indemnify and hold harmless
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What do the words ‘defend, indemnify and hold harmless’ mean?

Contractual words and phrases such as the term 'defend, indemnify and hold harmless' have no single meaning and must be construed in the context in which they are used. Accordingly, the meaning of this term will ultimately depend on the specific circumstances.

However, it can be helpful to look at decided cases for a general idea of how the courts may approach interpretation. This Q&A is divided into three sections:

  1. ‘defend, indemnify and hold harmless’ and the meaning given to that phrase in a Supreme Court case in 2010

  2. ‘defend’ and its potential meaning, and

  3. further reading

Defend, indemnify and hold harmless

The phrase ‘defend, indemnify and hold harmless’ was considered by the Supreme Court in Farstad Supply AS v Enviroco Ltd. The court found that the words operated as both:

  1. an indemnity against third party claims, and

  2. an exclusion clause against direct liability from the other party to the contract

This finding was heavily influenced by the way in which the words were used in the contract (which were included within other clauses in the same contract).

The facts were that the owner of an oil-rig supply ship sued Enviroco for negligence following a fire. Enviroco had been engaged by the charterer of the vessel, Asco, to carry out maintenance work. One of the questions to be resolved in

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