In the 1980s, Joy Adams' parents created three trusts: "the Shares I trust" … "the Shares II trust." … [And] they created the other trust ("the Grandchildren's trust") for the benefit of Joy's two daughters, Tiffany and Kate." Adams v. Atkinson, No. SC-2024-0528, 2025 WL 1416851, at *1 (Ala. May 16, 2025). In 1989, Adams herself would create a third trust called the 1989 trust. The trusts "would distribute income to Joy on a regular basis... for her "health, education, support and maintenance." During her lifetime, Joy was the sole beneficiary of those trusts." Id. In 2011, Joy attempted to terminate the trusts and promised to "indemnify" BB&T "against any and all liability, loss or expense (including, but not limited to reasonable counsel fees) that may be incurred as a result of any claim arising from the administration and termination of the [Shares trust]." Id. However, in response, the grandchildren sued, claiming Joy improperly accessed the funds in the trust. This lawsuit was settled in an agreement in 2013. That settlement agreement included the following language: ""[The defendants] ... agree to hold Joy and any trust or other entity which is a Party to this Agreement, and which has custody of any assets for Joy's benefit, harmless against any claim" Id.

In Adams v. Atkinson, Joy sued in the Jefferson County Circuit Court, requesting the "court enforce the 2013 agreement's hold-harmless provision[.]…. [Therefore][,]require[ing]the defendants to pay her $614,791.62, plus interest and other costs" Id. In response, the Jefferson County Circuit Court dismissed Joy's claim. The court held that "hold harmless" did not indemnify (make the defendant responsible for her personal attorney fees) but rather meant they would not hold Joy personally responsible for all attorney's fees they incurred. Joy would appeal this decision to the Alabama Supreme Court. On May 16, 2025, the Alabama Supreme Court reversed the Jefferson County Circuit Court's decision. The Court held that "hold harmless" was equivalent to indemnify. Accordingly, the defendants may be liable for Joy's attorney fees.

In determining the contract, the Court concluded it must determine "whether "hold ... harmless" as used in the 2013 agreement is synonymous with "indemnify." Id. The court first began by identifying the words' dictionary definition. The Court found that both words in the dictionary are considered doublets of one another. The court further concluded, "A doublet refers to a pair of synonyms" Id at 3; (Citing; Garner's Dictionary of Legal Usage). The Court further concluded, "Our Court has encountered variations of the "indemnify and hold harmless" doublet on a number of occasions. Indeed, all of the defendants' cited indemnification cases involve this doublet. And we have never noted a distinction between the terms." Adams, WL 1416851, at *1. The Court further looked to legal academic documents and found that "Alabama's treatment of this doublet aligns with the majority view that "hold harmless" and "indemnify" are synonymous." Id.

The Court did note, however, that some jurisdictions, such as California, do recognize a difference in the terms. However, the Court noted, "The phrase "hold ... harmless" does the same work in the 2013 agreement that the word "indemnify" does" Id. Accordingly, the California interpretation is not applicable to this case. Ultimately, the Court reversed the Jefferson County Circuit Court as "hold ... harmless" as used in the 2013 agreement is synonymous with "indemnify." Id. Accordingly, Joy's argument that the defendants reimburse her for legal costs may be correct. See Id.

This case, Adams v. Atkinson, provides great insight into how contract disputes are often decided by courts. This case turned on the definition of two words and whether they were synonymous with each other. While it may seem elementary, the analysis the Court conducted to determine the meaning of the two words was necessary and methodical. This is the fairest way to determine the meaning of a contract when there is a dispute between the parties. The Court's analysis should be applauded for its transparency in allowing the public to see how it reached its conclusion regarding the meaning of the legal term. While at times it may seem overly detailed or like "legalese," this is the fairest method to resolve the dispute between the parties. Both parties had access to all the same authorities and dictionaries the Court relied upon when reaching its conclusions, and had they meant to say something else, they likely would have. Accordingly, the correct dictionary definition of the contract terms is likely to be the most accurate and fair resolution between the parties. The Alabama Supreme Court should be applauded for not glossing over this issue and providing a thorough analysis of how courts determine the definition of contract terms.

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