Travelers Indemnity Co. v. Statutory & Hawaii Direct Action Settlement Counsel

845 F. Supp. 2d 584, 2012 WL 667084, 2012 U.S. Dist. LEXIS 27266
CourtDistrict Court, S.D. New York
DecidedMarch 1, 2012
DocketNos. 11 Civ. 1312(JGK), 11 Civ. 1329(JGK)
StatusPublished
Cited by3 cases

This text of 845 F. Supp. 2d 584 (Travelers Indemnity Co. v. Statutory & Hawaii Direct Action Settlement Counsel) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Travelers Indemnity Co. v. Statutory & Hawaii Direct Action Settlement Counsel, 845 F. Supp. 2d 584, 2012 WL 667084, 2012 U.S. Dist. LEXIS 27266 (S.D.N.Y. 2012).

Opinion

OPINION AND ORDER

JOHN G. KOELTL, District Judge.

The appellants, Travelers Indemnity Company and Travelers Casualty and Surety Company (“Travelers”), appeal from a final judgment of the United States Bankruptcy Court for the Southern District of New York (Lifland, J.), dated January 20, 2011, requiring Travelers to pay over $500 million to certain asbestos plaintiffs that had filed direct actions against Travelers. The Judgment sought to enforce three settlement agreements that were executed by the parties in 2004. Because a condition precedent in the settlement agreements was not satisfied, it was error to require Travelers to make the settlement payments. To that extent, therefore, the judgment must be reversed.

I.

This appeal is the latest chapter in a long-running litigation involving JohnsManville Corporation (“Manville”), Travelers, and asbestos claimants. The history of that litigation is recounted here only to the extent necessary to understand the current appeal.

A.

From the 1920s until the 1970s, Manville was the largest manufacturer of asbestos-containing products and the largest supplier of raw asbestos in the United States. In re Johns-Manville Corp. (“Manville I”), Nos. 82 B 11656, 82 B 11657, 82 B 11660, 82 B 11661, 82 B 11665, 82 B 11673, 82 B 11675, 82 B 11676, 2004 WL 1876046, *2, ¶ 1 (Bankr.S.D.N.Y. Aug. 17, 2004). Travelers was Manville’s primary insurer from 1947 through 1976, providing comprehensive general liability coverage and other insurance policies. Id. at *5, ¶ 12. In 1982, faced with overwhelming litigation stemming from the health problems associated with asbestos, Manville filed a voluntary petition for reorganization under chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 1101 et seq. In re Johns-Manville Corp. (“Manville II”), 340 B.R. 49, 54 (S.D.N.Y.2006). Soon after Manville filed for bankruptcy, Travelers and other Manville insurers became enmeshed in so-called “direct action” suits by asbestos plaintiffs, which sought to recover directly against insurers based on those insurers’ relationships with Manville (“Direct Action Suits”). Id. at 55. There were also a series of contribution claims, cross claims, and indemnity claims between and among many of the companies that had insured Manville over the years. Id. Travelers and other insurers were also embroiled in a contentious coverage dispute with Manville. Id.

[587]*587Ultimately, Travelers and other insurers entered into a settlement agreement with Manville. Pursuant to this agreement, Travelers agreed to contribute nearly $80 million to the bankruptcy estate in exchange for a complete release for Travelers of liabilities that were related to or based on Manville and an injunction that channeled all claims related to policy claims to the Manville Personal Injury Settlement Trust (“Manville Trust”). Man-ville I, 2004 WL 1876046, at *15, ¶¶ 58, 61. After considering objections to this settlement and holding a series of hearings, the Bankruptcy Court approved the agreement and entered two orders intended “to fully and finally extricate Travelers from the Manville morass” (“the 1986 Orders”).1 Id. at *15, ¶ 60. These two orders — the “Insurance Settlement Order” and the “Confirmation Order”- — enjoined “all persons” from commencing any action against any of the settling insurance companies for any and all claims based upon, arising out of, or relating to these insurers’ policies with Manville, and released the settling insurers from any such claims. Id. at *15, ¶¶ 61-64. The Insurance Settlement Order also channeled all litigation by potential claimants to the Manville Trust. Id. at *15, ¶ 61. As this Court explained, with the entry of the 1986 Orders, “Travelers thought it had secured finality and a full and complete release of liabilities related to Manville.” Manville II, 340 B.R. at 55.

Nonetheless, even after the 1986 Orders, various groups of plaintiffs filed asbestos actions against Travelers in several states. Manville I, 2004 WL 1876046, at *17, ¶ 70. These lawsuits fell within two broad categories. The Statutory Direct Action Plaintiffs alleged that Travelers conspired to violate state laws prohibiting unfair insurance trade practices, and that Travelers coordinated Manville’s national defense effort against asbestos litigation, including the allegedly fraudulent perpetuation of the “state of the art” defense.2 Id. at *18-19, ¶¶ 73-74, 78-79. The Common Law Direct Action Plaintiffs claimed that Travelers violated certain common law duties to them when it failed to disclose what it had learned about asbestos hazards from Man-ville, and that Travelers conspired with Manville and other insurers to suppress such knowledge. Id. at *19, ¶¶ 80-82.

On June 19, 2002, Travelers moved the Bankruptcy Court to enjoin these suits pursuant to the 1986 Orders. Manville II, 340 B.R. at 55. The Bankruptcy Court issued a temporary restraining order prohibiting further prosecution of certain lawsuits against Travelers, and this order was subsequently extended in scope and duration. Id. The Bankruptcy Court referred the matter to mediation and appointed the Honorable Mario M. Cuomo, former Governor of the State of New York, as mediator. Id.

B.

In 2003 and 2004, Travelers entered into three settlement agreements pursuant to which it agreed to pay $360 million to the Statutory Direct Action Plaintiffs, $70 million to the Common Law Direct Action Plaintiffs, and $15 million to the Hawaii Direct Action Plaintiffs (“the Settlement [588]*588Agreements”).3 Manville I, 2004 WL 1876046, at *22-23, ¶¶ 96, 101, 105. The Settlement Agreements provided that Travelers would make payments into funds designed to pay direct action claimants, who would be required to sign a general release of claims against Travelers to gain access to the appropriate fund. Id. at *22-23, ¶¶ 98-99,102,105.

The Settlement Agreements were each contingent upon the satisfaction of several conditions precedent. The two conditions precedent disputed on this appeal are as follows. First, the Settlement Agreements required entry by the Bankruptcy Court of a Settlement Approval Order and a Clarifying Order “containing prohibitions against Claims at least as broad as those contained in Exhibit A[,]” which Orders were required to “become a Final Orders).” 4 (R. 4 Ex. 1 at § 2(a); R. 4 Ex. 2 at § 2(b)(d); R. 4 Ex. 3 at § 2(a).)5 Exhibit A consisted of a proposed order stating, among other provisions, that all claims against Travelers “of any kind or nature whatsoever” “arising from or relating to” Travelers’ handling of asbestos claims, as well as “any claims for contribution or indemnity relating in any way” to the same, “are covered by the Confirmation Order and permanently enjoined as against Travelers, which were released therefrom under the Confirmation Order.” 6 (R. 4 Ex. 1 at Ex. A; R. 4 Ex. 2 at Ex. A; R. 4 Ex. 3 at Ex.

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Bluebook (online)
845 F. Supp. 2d 584, 2012 WL 667084, 2012 U.S. Dist. LEXIS 27266, Counsel Stack Legal Research, https://law.counselstack.com/opinion/travelers-indemnity-co-v-statutory-hawaii-direct-action-settlement-nysd-2012.