## Facts

- Proctor & Schwartz, Inc. manufactured and sold a garnett machine used to process textile fibers.
- Comet Fibers, Inc. purchased the machine in 1970 under a contract requiring Comet to install legally required guards for exposed moving parts and to supply disconnect switches.
- The machine was delivered without safety devices; Comet installed a mesh fence that left substantial gaps and allowed workers to operate the machine with moving parts exposed when doors were open, without interlocks or shutdown at the gate.
- In 1976, Hector Rosado, a Comet employee, was raking debris near the operating machine; he rebounded into the unguarded chain and gears, severing fingers and a thumb.
- Rosado sued Proctor on strict products liability theories (defective design and inadequate safety devices).
- Proctor impleaded Comet seeking indemnification (and contribution), arguing Comet’s failure to install proper guards under the sales contract caused the injury.
- The contract contained no express agreement requiring Comet to indemnify Proctor for employee injury claims.
- The trial court dismissed Proctor’s indemnification claim; the Appellate Division affirmed; Proctor appealed. (Contribution was later extinguished by settlement.)

## Issues

1. Whether a manufacturer sued in strict products liability for marketing an unreasonably unsafe machine may obtain common-law or implied contractual indemnification from the purchaser/employer based on a sales-contract clause requiring the purchaser to install safety guards and switches.
2. Whether strict products liability should be treated like vicarious liability for indemnification purposes when the purchaser’s negligence is alleged to be the primary cause of the injury.

## Decision

- The Court of Appeals affirmed dismissal of Proctor’s indemnification claim.
- The court held that indemnification was unavailable because Proctor’s potential liability rested on its own duty as a manufacturer to market a reasonably safe product, not on vicarious or purely derivative liability.
- The contractual obligation requiring Comet to install guards did not amount to an express or implied agreement to indemnify Proctor against strict-liability claims by Comet’s employees.

## Legal Principles

- Common-law (implied) indemnity applies only when the party seeking indemnity is liable solely by operation of law, without actual fault, and another party is the primary wrongdoer.
- Strict products liability is not equivalent to vicarious liability; it reflects the manufacturer’s direct responsibility for placing an unreasonably unsafe product into the stream of commerce.
- A contractual clause allocating safety-installation duties to a purchaser does not, without an express indemnity provision, transfer the manufacturer’s duty to market a reasonably safe product or create an obligation to indemnify the manufacturer for third-party injury claims.
- Where multiple parties may share fault for an injury, loss shifting ordinarily occurs through contribution and comparative apportionment, not full indemnification.

## Conclusion

The Court of Appeals of New York held that a manufacturer sued for strict products liability based on marketing an unreasonably unsafe machine cannot obtain common-law or implied contractual indemnification from the purchaser/employer merely because the purchaser agreed to install safety guards, absent an express indemnity agreement and where the manufacturer’s own duty to provide a safe product is implicated.


Rosado v. Proctor & Schwartz, Inc., 66 N.Y.2d 21 (N.Y. 1985)