A surety asserting an indemnity claim in federal court in Georgia sought recovery against indemnitors involved with a joint venture put together to bid on construction projects requiring surety bonds. The surety had issued bonds under a general indemnity agreement signed by the joint venture partners and individual indemnitors. When one of the joint venture partners defaulted on the projects, the surety faced claims on the bonds and sought indemnification from all the indemnitors.

In defense against the indemnity claims, certain individual indemnitors and one of the JV partners stated that they did not intend to indemnify the surety for bonds issued to only one of the joint venture partners and not to the joint venture. Rather, those indemnitors urged that their intention when signing the indemnity agreement was to only be liable for bonds issued directly to them or to the joint venture, not for bonds issued solely to the other JV partner. Purporting to rely upon an email communication from the agent which sold the bonds, the recalcitrant indemnitors declared that they believed that each party would bear responsibility only for the bonds tied to their respective operations.