In this case, Becker Property Services contracted with Cintas Corp. to inspect regularly a fire suppression system at a property Becker managed. The property owner, tenants, and insurers sued Cintas, and Cintas sought to tender the defense to Becker pursuant to an indemnity clause in their contract.

In a 5-2 decision, the Supreme Court disagreed with Becker’s argument that, despite a choice-of-law provision requiring Ohio as the controlling law, Wisconsin’s strict construction rule for indemnity clauses that cover damages for negligence is an important enough public policy to nullify the contract. Instead, the court held that Ohio law controlled, pursuant to the contract, and ruling otherwise would have created uncertainty and “unpredictability in contractual relations.”

 The court held that the contract’s language was clear that Becker must indemnify Cintas for any liabilities and damages, including those caused by Cintas’s own negligence. The court said that even under Ohio law the indemnity agreement is not “public policy” for the purpose of invalidating the contract.