Dana Companies v. Chaffee Rentals
1 N.E.3d 738
| Ind. Ct. App. | 2013Background
- Dana, LLC sues BRC for damages related to PCB contamination and EPA/RCRA remediation costs at the Plant in Indiana; settlement agreement (Aug 1992) indemnifies BRC and shifts remediation costs to Dana under certain post-May 21, 1985 conduct limits; IDEM/VSI investigations and VRP participation influenced subsequent remediation actions; Dana spent about $640,579.30 on remediation; trial court held the Settlement Agreement as sole basis for recovery but allocated costs and denied fortuity; on cross-appeal, settlement terms limited Dana’s indemnity and narrowed recoverable costs; court later remanded for damages and prejudgment interest consistent with its interpretation of the Agreement; on appeal, Dana seeks broader damages and prejudgment interest, while BRC argues no liability or misallocation under the Agreement.
- BRC argued the trial court erred by applying the indemnity too broadly and by interpreting “solely” in the Agreement to extend to all remediation costs; Dana contends fortuity does not apply and that BRC’s VRP withdrawal and conduct triggered indemnity; the court ultimately held the Agreement governs recovery, but found error in the amount and allocation, and awarded revised damages and prejudgment interest on remand.
- The decision affirms in part, reverses in part, and remands for recalculation of damages and prejudgment interest consistent with the Settlement Agreement’s terms.
- The fortuity doctrine does not apply; indemnity under the Agreement controls and is not insurance; the trial court’s use of fortuity was rejected.
- Damages are limited to costs expressly recoverable under the Agreement and properly allocated by the Court’s interpretation; the Court reduces the award to align with the Agreement's hold-harmless and indemnity provisions.
- Prejudgment interest is awarded at 8% for 48 months on the ascertainable remedial costs as allowed by Indiana statute.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Fortuity applicability to Dana’s indemnity claim | Dana: fortuity should apply to indemnity | BRC: fortuity not applicable; indemnity governs | Fortuity does not apply; indemnity governs |
| Damages under the Settlement Agreement | Dana seeks full damages under Agreement | BRC: damages limited by hold-harmless clause | Damages awarded but amount reduced to align with Agreement terms |
| Prejudgment interest entitlement | Dana seeks prejudgment interest on damages | BRC argues damages not easily ascertainable | Prejudgment interest awarded within statutory limits on ascertainable costs |
Key Cases Cited
- Argonaut Ins. Co. v. Jones, 953 N.E.2d 608 (Ind.Ct.App.2011) (review of sua sponte findings; deference to factual findings; conclusions of law reviewed de novo)
- Barkwill v. Cornelia H. Barkwill Revocable Trust, 902 N.E.2d 836 (Ind.Ct.App.2009) (two-tier standard for sua sponte findings; review of sufficiency of evidence)
- McCauley v. Harris, 928 N.E.2d 309 (Ind.Ct.App.2010) (deference to findings of fact; no deference to conclusions of law)
- Travelers Indent. Co. v. P.R. Mallory & Co., 772 N.E.2d 479 (Ind.Ct.App.2002) (contract interpretation; plain meaning governs when unambiguous)
- Hayes v. Chapman, 894 N.E.2d 1047 (Ind.Ct.App.2008) (prejudgment interest when damages ascertainable)
- Noble Roman's, Inc. v. Ward, 760 N.E.2d 1132 (Ind.Ct.App.2002) (damages awarded when amount stipulated or easily ascertainable)