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Click here for the full text of this decision FACTS:The owners and operators of a turkey processing plant in Fredericksburg bought a commercial turkey fryer from Peerless Metal Products Corp. The fryer included a fire suppression system, which was regulated by a temperature control panel, ordered from Panatrol, who, in turn, ordered the temperature controller and a temperature limit switch for the panel from Emerson Electric Co. In 1999, the turkey fryer caught on fire, and the turkey processing plant was destroyed. The plant owners sued Emerson for making a malfunctioning temperature controller. Emerson joined Panatrol as a third-party contribution defendant, citing Panatrol’s faulty manufacture and design of the control panel. Panatrol filed a counterclaim against Emerson for indemnification on any loss arising from the plant owners’ product liability claims. Emerson filed for summary judgment against the plant owners. Emerson and Panatrol also filed cross-motions for summary judgment. The trial court granted Emerson’s summary judgment against the plant owners on some of their claims. The trial court entered a take-nothing for Panatrol on Emerson’s contribution claims against it. The trial court also granted Emerson’s motion to dismiss Panatrol’s indemnity claim against it. The first summary judgment has already been appealed. Now, the court is considering the summary judgments for both Emerson and Panatrol on their claims against each other. HOLDING:Reversed and remanded. The court first reviews the summary judgment for Panatrol on Emerson’s contribution claim, which Panatrol now argues is supported by the fact that Emerson got a summary judgment against the plant owners. The court points out, however, that it’s affirmance of the pro-Emerson summary judgment in the plant owners’ case dealt with strict liability and causation. Among the issues still left to be decided in the Emerson litigation is whether there was a defect in the turkey fryer, and whether the component parts � the temperature controllers � were defective themselves. Because Panatrol may still be found liable for defective design or manufacture of the control panel, the trial court erred in rendering the take-nothing summary judgment against Emerson in its contribution claim against Panatrol. The court next reviews the summary judgment for Emerson on Panatrol’s indemnity claim. The resolution of this issue depends on which state’s law should apply: Texas, Illinois or Missouri. Emerson argues that Missouri law applies because of language contained on the invoice from Emerson to Panatrol that disagreements over the agreement between the parties be governed by Missouri law. The court notes that the sales agreement does not discuss indemnity at all. The court states that it will nevertheless apply Missouri law unless certain conditions are met, such as whether another state has a more significant relationship to the transaction, whether applying Missouri law would contravene public policy and whether the other state has a materially greater interest in the issue’s outcome. The only contact linking Missouri to this case is that Emerson is a Missouri corporation. On the other hand, Panatrol is an Illinois corporation, and the temperature controllers were ordered from an Emerson division in Illinois. Therefore, the place of contracting; the place of negotiation; the location of the contract’s subject matter; and the parties’ domicile, residence, nationality, and place of incorporation weigh in favor of Illinois. On the other hand, the “place of performance” may mean more than just the place where the sales transaction occurred. It may mean where the indemnity obligation would be performed, and that is in Texas. Thus, the court says it must decide which state has the most significant relationship to the particular substantive issue to be resolved, that is, indemnity. The court reviews the indemnity laws of all three states, finding that the only effective difference among the three is the absence in the Illinois and Missouri statutes governing the rights of a seller of a defective product to indemnity from the manufacturer of the product. There is a common-law right in both states, but such rights exist by statute in Texas. The court examines the Restatement (Second) of Conflict of Laws for applicable policy considerations, and concludes that they favor the application of Texas law. Applying the law of the forum in which the underlying product liability and contribution disputes will be resolved (i.e., Texas) protects the parties’ justified expectations; provides certainty, predictability and uniformity of result; and provides for ease in the determination and application of the law to be applied. Applying Illinois or Missouri common law also might contravene Texas law, which specifically protects innocent sellers, and places primary liability on manufacturers, who are usually in a better position to recognize and remedy defects. The court thus rules that Texas law should be applied. Doing so, the court explains that if the plant operators are successful in establishing that Emerson’s temperature controllers were defective and the defect was the proximate cause of their damages, Panatrol will have expended costs in defending itself in a lawsuit filed against it by the manufacturer of the defective product. Those costs would be covered by the Products Liability Act. On the other hand, the issue of whether Panatrol may be found liable for a defectively designed or manufactured control panel remains to be tried. Therefore, if Emerson is successful in establishing that Panatrol’s control panel was defective and the defect was the proximate cause of the plant owners’ damages, then Panatrol is not an “innocent seller” within the scope of the act, and the exception to a duty to indemnify applies. “Because a fact issue remains on Emerson’s duty to indemnify, we conclude that Emerson did not establish its entitlement as a matter of law to summary judgment on Panatrol’s indemnity claim.” OPINION:Marion, J.; L�pez, C.J., Marion and Speedlin, JJ.

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