The Beaumont Court of Appeals has affirmed summary judgment in favor of a property owner in a dispute with a security contract over the enforcement of an indemnity and defense provision in the parties’ contract.
Universal Protection Service, LP d/b/a Allied Universal Security and Universal Protection Service GP, Inc. v. The Woodlands Mall Associates, LLC (No. 09-24-00064-CV; February 12, 2026) arose from a premises liability suit filed by a patron of the mall after she was robbed in the mall parking lot. The patron sued the mall, Allied (the security contractor), and Dillards. The mall and Allied had a contract for security services that included an indemnification provision that required the contractor to “defend, indemnify, and hold harmless” the mall for the contractor’s negligence and failure to purchase and maintain all insurance required by the agreement. The agreement obliged the contractor to maintain a CGL policy with limits of $5 million. It provided further that if either party sued the other relating to the agreement, the prevailing party would recover attorney’s fees and expenses from the loser. When it got sued by the patron, the mall tendered the defense to the contractor, which refused to defend. The mall filed a cross-claim against the contractor for contribution and indemnity, breach of contract, and negligence, plus attorney’s fees.
A jury found no negligence by any defendant. Prior to trial, the mall and the contractor agreed to bifurcate the trial, leaving the mall’s indemnity claim for a separate trial. Given the jury’s finding, the trial court determined that the mall’s indemnify and negligence claims were no longer viable. Both parties moved for summary judgment on the remaining breach of contract claim. The trial court granted the mall’s motion and denied the contractor’s and awarded the mall $72,246.80 in attorney’s fees incurred for the defense and litigation expenses plus prejudgment interest, contingent attorney’s fees, and post-judgment interest. The contractor appealed.
In an opinion by Chief Justice Golemon, the court of appeals affirmed. The contractor argued that it had no contractual duty to defend the mall because Plaintiff in the premises liability action asserted independent acts of negligence and premises liability against the mall, she did not assert claims of vicarious liability or negligent supervision claims against the mall for the contractor’s acts or omissions, and the jury found no liability on the part of the contractor. Allied also argued that under Illinois law, which it argued governs the issue, it had no duty to indemnify and defend the mall.
The question boiled down to whether the parties’ agreement required the contractor to defend the mall from Plaintiff’s action. First, the agreement contained a choice-of-law provision stating that Illinois law applied, which the parties didn’t dispute. Under Illinois law, the interpretation of a contract is a question of law and may be decided on a motion for summary judgment. Observing that Illinois has the same law of contract interpretation as Texas, the court looked to Illinois authority interpreting indemnity provisions. It determined that “the duty to defend is separate and distinct from the duty to indemnify, and the duty to defend is broader.” Here the court concluded that the agreement “specifies that [the contractor] agreed to defend [the mall] against allegations of the [the contractor’s] negligence at the property or in connection with the agreement, which other provisions show to be security services.” Consequently, the language of the agreement “does not limit [the contractor’s] duty to defend against situations in which there were no allegations of negligence against [the mall].” Rather, only allegations of negligence against the contractor trigger the duty to defend. Here Plaintiff alleged that the contractor, as well as the mall and Dillards, were all negligent with respect to mall security, which specifically invoked the purpose of the parties’ agreement: to provide mall security. Under the plain language of the agreement, therefore, the contractor had a duty to defend.
Additionally, the contract had a liquidated damages clause if the contractor refused a tender of defense, reinforcing the intent of the parties to shift the cost of defending with claims to the contractor. The court also rejected the contractor’s argument that the agreement required the contractor to indemnify the mall for the contractor’s own negligence. The contract didn’t say that, so the court declined to read it into the contract. The trial court’s thus acted properly when it granted the mall’s MSJ.
