[PUBLISH] In the United States Court of Appeals For the Eleventh Circuit

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No. 22-10922 ____________________

CSX TRANSPORTATION, INC., Plaintiff-Appellant, versus GENERAL MILLS, INC.,

Defendant-Appellee.

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Appeal from the United States District Court for the Northern District of Georgia D.C. Docket No. 1:14-cv-00201-TWT ____________________ USCA11 Case: 22-10922 Document: 58-1 Date Filed: 10/05/2023 Page: 2 of 28

2 Opinion of the Court 22-10922

Before WILLIAM PRYOR, Chief Judge, JILL PRYOR, Circuit Judge, and PROCTOR, ∗ District Judge. JILL PRYOR, Circuit Judge: CSX Transportation, Inc. is a freight railroad company that provides rail transportation services. General Mills, Inc., a food company, operates a cereal processing plant in Georgia near one of CSX’s rail lines. A small connecting railroad known as a “sidetrack” connects CSX’s main rail line to General Mills’s plant, allowing General Mills to receive materials, ingredients, and equipment at its plant and to send its cereal away for distribution. A contract be- tween CSX and General Mills governs the use of the sidetrack. To make a very long story short, a General Mills employee suffered severe injuries while working on the sidetrack and then sued CSX for negligence. After a jury found CSX liable, the em- ployee recovered a large settlement from CSX. CSX then sought to recover the settlement amount, as well as the expenses it incurred in defending the negligence suit, from General Mills. In this law- suit, CSX sued General Mills for breach of contract, claiming that under the parties’ agreement, General Mills was required to indem- nify CSX—regardless of whether CSX alone was responsible for the employee’s injury or CSX and General Mills were jointly responsi- ble. The district court dismissed one of CSX’s breach-of-contract claims and granted General Mills summary judgment on the other.

∗ Honorable R. David Proctor, United States District Judge for the Northern

District of Alabama, sitting by designation. USCA11 Case: 22-10922 Document: 58-1 Date Filed: 10/05/2023 Page: 3 of 28

22-10922 Opinion of the Court 3

On appeal, CSX challenges both the district court’s rulings. We agree with the district court that under the parties’ agreement, General Mills was not required to indemnify CSX if CSX was solely negligent. But we disagree with the district court that the Georgia- law doctrine of vouchment barred CSX from litigating the issue of General Mills’s negligence. If it turns out that General Mills was at least partially at fault for the injury, then under the contract Gen- eral Mills must indemnify CSX for at least a portion of the settle- ment and related expenses. We thus affirm in part, reverse in part, and remand. I. BACKGROUND We begin by reviewing the provisions in the contract be- tween CSX and General Mills governing the sidetrack that connects the CSX rail line with the General Mills cereal plant. We then de- scribe how a General Mills employee was injured on the