Whirlpool appealed a decision dismissing its application for a finding of conflict of interest.
Whirlpool had sold contaminated industrial land to Chavila and Outrigger (affiliates of 863) at a reduced price in exchange for an indemnity agreement obligating them to defend Whirlpool against any claims arising from the property's condition.
When CP and Oxford brought contribution and indemnity claims against Whirlpool, Chavila and Outrigger appointed counsel to defend Whirlpool.
Whirlpool argued this created a conflict of interest because the appointed counsel would be taking instructions from entities affiliated with 863, the plaintiff in the main action against CP and Oxford, and would be unable to raise a limitation defence that would benefit Whirlpool but harm 863.
The majority found no conflict existed because Whirlpool's immediate interests were not directly adverse to those of Chavila and Outrigger, and the indemnity agreement contemplated this scenario.
The dissent argued a patent conflict existed and that Whirlpool was entitled to independent counsel free of conflicts.
