622 F. App'x 494
6th Cir.2015Background
- Goodyear Zeppelin built the Airdock in 1929 with RPM coating containing PCBs.
- In 1987, Goodyear transferred Airdock assets and liabilities to GAC via an Asset Purchase Agreement with Loral; Goodyear held title but transferred the Airdock to Loral.
- Loral merged into Lockheed in 1997, making Lockheed the Airdock’s owner.
- In 2003 Lockheed discovered PCB contamination (and Haley’s Ditch) and entered a consent agreement with the EPA to cleanup and remove siding, spending tens of millions so far.
- Lockheed sued Goodyear under CERCLA and Ohio law for cleanup costs; district court granted Goodyear summary judgment, reversed by this court in 2013 (Airdock Litigation).
- After that victory, Goodyear sought indemnification from Lockheed for defense costs in the Airdock Litigation; the district court granted Lockheed summary judgment, and the current panel affirms.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does §6.19.2 indemnify defense costs? | Goodyear | Lockheed | No; claim arose from pre-closing operations. |
| Are 'arising out of the operations' interpreted by closing date? | Goodyear | Lockheed | Pre-closing operations determine the claim’s origin. |
| Does the EPA consent order alter the pre/post-closing analysis? | Goodyear | Lockheed | Consent order does not change the pre-closing origin of the claim. |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 F.2d 242 (Supreme Court 1986) (summary judgment standard: material factual disputes require trial)
- Saunders v. Mortensen, 801 N.E.2d 452 (Ohio 2004) (read contract as a whole to ascertain intent)
- Sunoco, Inc. (R&M) v. Toledo Edison Co., 953 N.E.2d 285 (Ohio 2011) (contract interpretation follows plain meaning and intent of parties)
- United States v. Ohio, 787 F.3d 350 (6th Cir. 2015) (contract interpretation governed by Ohio law, de novo review)
- Scottsdale Ins. Co. v. Flowers, 513 F.3d 546 (6th Cir. 2008) (waiver where argument not raised below)