The Work Connection (Connection) was a temporary employment agency that provided workers to customers for a fee. Doyle Olson, a sales representative for Connection, contacted Universal Forest Products (Universal). Olson spoke with Ken Von Bank, Universal’s production manager, who had direct supervisory authority over temporary workers. Universal hired some of Connection’s employees, including Wayne DeLage, to construct fence panels at its Shakopee plant. Olson gave to Universal work verification forms that were used as employee timecards. Universal filled out and signed the forms, which contained the worker’s name, date, and hours worked. Submission of a completed, signed form was required for an employee to be paid, and Connection processed the forms through its payroll department. The work verification forms contained the following language: 

"CUSTOMER AGREES TO THE TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE HEREOF AND CERTIFIES THAT THE LISTED EMPLOYEES HAVE SATISFACTORILY PERFORMED SERVICES FOR THE HOURS SHOWN ABOVE"

The back of the verification form stated the following: CONDITIONS OF UNDERTAKING: CUSTOMER agrees to indemnify, hold harmless and defend THE WORK CONNECTION against claims, damages, or penalties from any claims for bodily injury (including death), or loss of, and loss of use of, or damage to, property arising out of the use of or operation of CUSTOMER’S owned, nonowned, or leased vehicles, machinery or equipment by THE WORK CONNECTION employees. The parties never discussed the language on the back of the work verification form. The parties’ oral agreement did not include a term that required Universal to provide workers’ compensation insurance for Connection’s employees. Nonetheless, Von Bank signed the verification forms for Universal from March 1995 through July 1995, when the office manager, Yvonne Kohout, took over signing duties. At some point, Universal ran out of original work verification forms. Kohout simply photocopied the front side of the form and, thereafter, submitted forms that were blank on the back. 

In August 1995, DeLage severed three of his fingers while operating a radial arm saw. DeLage received $75,000 in workers’ compensation benefits from Connection. Connection then asked Universal to indemnify it pursuant to the language on the back of the verification form. Was Universal found liable to Connection?