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Parfums De Coeur Ltd. v. Conopco, Inc.

United States District Court, D. Connecticut

January 31, 2019

PARFUMS DE COEUR LTD, Plaintiff,
v.
CONOPCO INC., Defendant.

          MEMORANDUM OF DECISION ON DEFENDANT'S MOTION TO DISMISS

          WARREN W. EGINTON, SENIOR UNITED STATES DISTRICT JUDGE

         In 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.

         The 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.

         DISCUSSION

         The 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).

         Assumption of Liability

         At the 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.

         The 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 respect to:
(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 ...

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