United States District Court, D. Connecticut
MEMORANDUM OF DECISION ON DEFENDANT'S MOTION TO
W. EGINTON, SENIOR UNITED STATES DISTRICT JUDGE
1993, Parfums De Coeur LTD (“PDC”) purchased from
Conopco the business operations related to certain lines of
fragrance and cosmetic products. Among the product lines PDC
purchased were talcum powder products, which have been the
subject of product liability suits asserting personal injury
claims allegedly caused by asbestos contained in the powder.
instant case involves a dispute over liability for certain
asbestos claims pursuant to the parties' 1993 Asset
Purchase Agreement. PDC alleges that Conopco, as seller,
retained liability for and is required to indemnify PDC from
such asbestos claims. Conopco has moved to dismiss the
majority of PDC's claims, arguing that PDC, as buyer,
expressly assumed all liability for the claims.
function of a motion to dismiss is "merely to assess the
legal feasibility of the complaint, not to assay the weight
of the evidence which might be offered in support
thereof." Ryder Energy Distribution v. Merrill Lynch
Commodities, Inc., 748 F.2d 774, 779 (2d Cir. 1984).
When deciding a motion to dismiss, the Court must accept all
well-pleaded allegations as true and draw all reasonable
inferences in favor of the pleader. Hishon v. King,
467 U.S. 69, 73 (1984). The complaint must contain the
grounds upon which the claim rests through factual
allegations sufficient “to raise a right to relief
above the speculative level.” Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 556 (2007). A plaintiff is
obliged to amplify a claim with some factual allegations in
those contexts where such amplification is needed to render
the claim plausible. Ashcroft v. Iqbal, 556 U.S.
662, 678 (2009).
outset, PDC concedes that it assumed certain liabilities for
product liability relating to the fragrance products produced
by Conopco prior to the closing of the Asset Purchase, but
only does so for “claims accruing and products sold
after said closing.” The final Asset Purchase Agreement
defined the Closing Date as September 10, 1993, and the
Inventory Closing Date as November 1, 1993.
Asset Purchase Agreement provides in relevant part:
1.3 Assumption of Certain Liabilities. At the
Closing, Buyer shall assume and thereafter pay, perform and
discharge when due, and indemnify and hold Seller harmless
against, each and every of the Assumed Liabilities. The term
“Assumed Liabilities” means
* * *
(c) all liabilities and obligations for breach of warranty or
product liability claims, the first written notice of which
is received by the Seller or the Buyer at least 18 months
after the Closing Date, relating to products of the Business
produced by the Seller prior to the Inventory Closing Date
(including but not limited to any products of the Business or
components thereof included in the Assets).
1.4 Non-Assumption of Certain Liabilities. The Buyer
is not assuming, and shall not be deemed to have assumed, any
liabilities or obligations of the Seller or of any kind or
nature whatsoever, except as expressly provided above in
section 1.3 hereof. Without limiting the generality of the
foregoing, it is hereby agreed that the Buyer is not assuming
any liability and shall not have any obligation for or with
(i) any liabilities of the Seller or its affiliates relating
to the Assets or the Business that are incurred prior to, or
otherwise arise out of or relate to the period prior to, the
Closing Date, or with respect to the Inventory Sales
Liabilities, the Inventory Closing Date (or November 12,
1993, as ...