Tronox Incorporated et al v. Anadarko Petroleum Corporation et al

Filing 131

OPINION AND ORDER re: 102 MOTION to Enforce Judgment re: 34 Clerk's Judgment, filed by Anadarko Petroleum Corporation: For the foregoing reasons, Anadarkos motion to enforce the judgment and to hold Ashworth and his counsel in contempt is DENIED. SO ORDERED. (Signed by Judge J. Paul Oetken on 2/19/2021) (Oetken, J.)

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
IN RE TRONOX INCORPORATED, et
al.
14-CV-5495 (JPO)
OPINION AND ORDER

TRONOX INCORPORATED, et al.,
Plaintiffs,
-vANADARKO PETROLEUM
CORPORATION, et al.,
Defendants.

J. PAUL OETKEN, District Judge:
In 2014, Anadarko Petroleum Corporation and affiliated companies entered into a $5.15
billion environmental and toxic-tort settlement to end an adversary proceeding in bankruptcy
court. (See Dkt. No. 32.) Critical to that settlement was a permanent injunction (the
“Injunction”) prohibiting the litigation of claims that are derivative or duplicative of the settled
claims. (See Dkt. No. 34 (“Inj.”).) In 2020, Larry Ashworth filed a complaint in the Western
District of Louisiana alleging environmental harm, including claims against Anadarko and
Occidental Petroleum Corporations (collectively, “Anadarko”). See Ashworth v. International
Paper Co., 2020 WL 4043186 (W.D. La. July 17, 2020). Anadarko now moves before this
Court to enforce the Injunction, which it alleges bars Ashworth’s claims against it in Louisiana,
and asks the Court to hold Ashworth and his counsel in contempt. (Dkt. No. 102.) For the
reasons that follow, Anadarko’s motion is denied.
I.

Background
The Court assumes familiarity with the pre-2014 factual background of this case from the

prior opinion by then-Judge Forrest. (See Dkt. No. 32.) After overruling all objections and

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adopting the Bankruptcy Court’s findings of facts and conclusions of law, Judge Forrest
approved the Settlement Agreement in its entirety and issued the Injunction. (Id.) In doing so,
this Court and the Bankruptcy Court retained jurisdiction over all disputes relating to the opinion
and order, and the parties to the Settlement Agreement were authorized to act to effectuate the
Settlement Agreement’s terms. (Id.)
The Injunction, using capitalized terms defined in the Settlement Agreement, mandates:
(i) any Debtor(s),
(ii) any creditor of any Debtor who filed or could have filed a claim in the Chapter
11 Cases,
(iii) any other Person whose claim (A) in any way arises from or is related to the
Adversary Proceeding, (B) is a Trust Derivative Claim, or (C) is duplicative of a
Trust Derivative Claim, and
(iv) any Person acting or purporting to act as an attorney for any of the preceding
is hereby permanently enjoined from asserting against any Anadarko Released
Party
(I) any Trust Derivative Claims or
(II) any claims that are duplicative of Trust Derivative Claims, whether or not
held or controlled by the Litigation Trust, or whether or not the Litigation Trust
could have asserted such claims against any Anadarko Released Party.
(Inj.) The Settlement Agreement (Dkt. No. 1-1 (“Agr.”)) provides the following definitions:
“Trust Derivative Claims” are “any and all claims and/or remedies that are
held and/or controlled by, and which were or could have been asserted by,
the Litigation Trust against any Anadarko Released Party, seeking relief or
recovery arising from harm to any Debtor or any Debtor’s estate, based on any
legal theory including, without limitation, such claims and/or remedies under
federal or state law, statutory or common law, in equity or otherwise, arising out
of or in any way related to (i) the Adversary Proceeding; (ii) the Chapter 11
Cases; (iii) the Bankruptcy Claims; (iv) the Covered Sites; and/or (v) any
Anadarko Released Party’s ownership, management, operation, status, tenure,
conduct, omission, action or inaction at any time as a stockholder, affiliate,
owner, partner, member, manager, director, officer, employee, servant, agent,
representative, attorney, creditor, successor, assign or other relationship with a

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Debtor and/or any of its predecessors, in each case, including, without limitation,
such claims and/or remedies that are actions, causes of action, . . . , including
Unknown Claims to the maximum extent allowed under the law, whether pled or
unpled, fixed or contingent, choate or inchoate, matured or unmatured, foreseen
or unforeseen, accrued or unaccrued, past, present or future for fraudulent
transfer, fraudulent conveyance, preference, turnover, breach of fiduciary duty,
negligence, gross negligence, mismanagement, civil conspiracy, aiding and
abetting, unjust enrichment, constructive trust, equitable subordination, equitable
disallowance, agency, joint venture, alter ego, corporate veil piercing, usurpation
of corporate opportunity, successor liability, breach of contract, fraud, intentional,
reckless or negligent misrepresentation, contribution, indemnity, and all other
such claims and/or remedies.” (Agr. ¶ 1.82 (emphasis added).)
“Unknown Claims” means “any and all claims that the owner of the claim is not
aware of or does not suspect to exist for any reason.” (Agr. ¶ 1.83.)
“Litigation Trust” refers to the Anadarko Litigation Trust, plaintiff in the
underlying proceedings. (Agr. at 1; ¶ 1.49.)
In 2019, Ashworth discovered toxic waste contamination on his property. (Dkt.
No. 104-4 (“La. Compl.”) ¶ 25.) In early 2020, Ashworth filed suit in the Western
District of Louisiana alleging toxic waste contamination from creosote treatment sites
located 5.1 miles from his property that were shut down in 1989. (See La. Compl.; La.
Compl. ¶¶ 10, 20.) Ashworth named both Anadarko Petroleum Company and Occidental
Petroleum Company as two of six defendants, alleging they are liable as successors in
title to the companies that caused the contamination. (See La. Compl.; La. Compl. ¶ 9.)
Shortly thereafter, Anadarko’s counsel contacted Ashworth’s counsel, explaining
their belief that the Injunction barred Ashworth’s case and asking him to dismiss the
claims against Anadarko. (Dkt. No. 104-5.) Ashworth’s counsel disagreed, and they
continued to discuss the matter for months. (Dkt. Nos. 104-6, -7, -8.)
In July 2020, Anadarko moved to enforce the Injunction by barring Ashworth’s
claims against it and to hold Ashworth and his counsel in contempt. (Dkt. No. 102.)

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II.

Legal Standard
Generally, a federal court has an interest in “orderly, expeditious proceedings.’” Berger

v. Heckler, 771 F.2d 1556, 1568 (2d Cir. 1985) (quoting Hutto v. Finney, 437 U.S. 678, 696,
(1978)). Such interest “justifies any reasonable action taken by the court to secure compliance
with its orders.” Berger, 771 F.2d at 1568 (quoting Gates v. Collier, 616 F.2d 1268, 1271 (5th
Cir. 1980)). Where “a right and a violation have been shown, the scope of a district court’s
equitable powers to remedy past wrongs is broad, for breadth and flexibility are inherent in
equitable remedies.” Swann v. Charlotte-Mecklenburg Bd. of Educ., 402 U.S. 1, 15 (1971).
III.

Discussion
A.

Motion to Enforce Judgment
1.

Whether Ashworth’s Claims are Trust Derivative Claims

This motion requires this Court to determine whether the Injunction blocks Ashworth’s
claims against Anadarko in the Western District of Louisiana. Anadarko argues that Ashworth’s
Louisiana claims are Trust Derivative Claims or duplicative of such claims and therefore must be
dropped. Ashworth, who discovered the contamination in 2019, responds that his claims arose
long after resolution of the original bankruptcy petition and, as a result, are not forbidden Trust
Derivative Claims that “were or could have been asserted” by the plaintiffs in the underlying
lawsuits. 1 (Agr. ¶ 1.82.) This issue turns on when Ashworth’s claims arose, legally speaking:
Anadarko contends the claims arose when the contamination occurred (Dkt. No. 103 at 22),

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Ashworth does not dispute that Anadarko is an “Anadarko Released Part[y]” protected by the
Injunction.

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while Ashworth maintains that his claim could only have been discharged in earlier rulings if he
were identifiable to Anadarko before the bankruptcy petition was filed (Dkt. No. 112 at 16). 2
The analysis begins with the Second Circuit’s decision in United States v. LTV Corp. (In
re Chateaugay Corp.), 944 F.2d 997 (2d Cir. 1991). There, determining whether prepetition
cleanup costs incurred by the Environmental Protection Agency were “claims” for bankruptcy
purposes, the court posed a hypothetical: A bridgebuilder makes 10,000 bridges estimating one
will fail and kill 10 people, then becomes insolvent and files a bankruptcy petition. Id. at 1003.
Do those 10 people — currently unidentifiable — have a “claim” that will nonetheless be
discharged by the bankruptcy? Id. Such question illustrates the “enormous practical and perhaps
constitutional problems” that arise from defining “claim” broadly to include an absolute right to
payment for harm arising from a debtor’s prepetition conduct. Id. at 1003. “To expect ‘claims’
to be filed by those who have not yet had any contact whatever with the tort-feasor has been
characterized as ‘absurd.’” Id. (citing cases).
The Chateaugay court ultimately declined to decide “how the definition of ‘claim’
applies to tort victims injured by pre-petition conduct, especially as applied to the difficult case
of pre-petition conduct that has not yet resulted in detectable injury.” Id. Instead, it affirmed the
district court’s determination that a claim arises from this debtor’s “pre-petition releases or
threatened releases of hazardous substances,” but not other actions, “such as the construction of a
storage facility.” Id. at 1005. Important to the court’s holding was the fact that the EPA and the
polluter had a relationship “far closer than that existing between future tort claimants totally

2

The parties also dispute whether barring Ashworth’s claims constitutes a violation of due
process, and whether Ashworth received constitutionally adequate notice.

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unaware of injury and a tort-feasor,” as the two were “acutely aware” of one another as a
regulating agency and company subject to such regulation. Id.
In 2016, the Second Circuit examined the related question of whether a “free and clear”
sale discharged claims brought against a successor automobile manufacturer for car defects
revealed post-bankruptcy. Elliott v. General Motors LLC (In re Motors Liquidation Co.), 829
F.3d 135, 143 (2d Cir. 2016) (“Motors Liquidation I”). To avoid the “practical and
constitutional problems” raised in Chateaugay, the Motors Liquidation I court held that a claim
was discharged by the “free and clear” sale if it (1) “arose before the filing of the petition or
resulted from pre-petition conduct fairly giving rise to the claim” and (2) there is “some
minimum contact” or “relationship” between debtor and claimant “such that the claimant is
identifiable.” Id. at 156.
Applying this test, the Second Circuit held that customers who bought used cars produced
by the predecessor manufacturer — but purchased after the “free and clear” sale and without
knowledge of the defect — did not have prepetition claims. Id. at 157. This is because, as of
the petition, “there were an unknown number of unknown individuals who would one day [buy
used cars]” so “[t]here could have been no contact or relationship — actual or presumed
— between [the predecessor manufacturer] and these specific plaintiffs.” Id. The Second
Circuit also held that customers who purchased cars from the predecessor manufacturer before
bankruptcy did have dischargeable claims, despite not learning about the defects until after the
petition. Id. Such customers had claims because they had “come into contact” with the
manufacturer before the petition, and their claims arose from the manufacturer’s prepetition
conduct — even though the customers “did not yet know.” Id. (citing Chateaugay, 944 F.2d at
1005).

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The parties also rely on several district court cases, including In re Texaco Inc., in which
the court held that a prepetition chemical release gave rise to a claim even though the
contamination “was not (and still is not) manifest to physical observation on the surface of the
land.” 182 B.R. 937, 952 (Bankr. S.D.N.Y. 1995). Chateaugay, the Texaco court explained,
held that costs resulting from environmental damage are “indeed claims, dischargeable in
bankruptcy, regardless of when such costs were incurred, as long as such costs concerned prepetition release or threatened release of hazardous waste.” Id. The court distinguished
environmental cases from product liability claims: Someone exposed to asbestos does not have a
claim because such claim is “not merely unknown” but “incapable of detection” since the
potential damage caused by exposure, i.e. mesothelioma, has not yet occurred. Id. at 953. By
contrast, “all of the physical events giving rise” to Texaco’s environmental tort occurred
prepetition and were “capable of detection by scientific means,” so they gave rise to a claim. Id.
Notably, although it did not explicitly factor into the court’s claim analysis, the Texaco claimants
and debtor had a decades-long prepetition relationship. 182 B.R. at 941, 954–56.
And in 2015, this Court decided In re Grumman Olson Industries, Inc., a product liability
case in which pre-bankruptcy conduct caused post-bankruptcy injury. 467 B.R. 694, 696–97
(S.D.N.Y. 2012) (Oetken, J.). This Court approvingly cited the test set forth by Epstein v.
Official Comm. Of Unsecured Creditors (In re Piper Aircraft Corp.), which requires prebankruptcy events to “create a relationship, such as contact, exposure, impact, or privity”
between the claimant and the debtor’s product for a claim to arise. Grumman, 467 B.R. at 705
(citing Piper Aircraft, 58 F.3d 1573, 1577 (11th Cir. 1995) (emphasis added)).
Anadarko reads Chateaugay to hold that prepetition releases of toxic chemicals give rise
to a claim, even if a claimant is unaware of the release. Chateaugay and Texaco, in its telling,

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stand for the proposition that a claim arises in the environmental tort context when scientifically
detectable contamination occurs. It similarly suggests that this Court read Motors Liquidation I
and Grumman in one of two ways. In its first interpretation, those cases confirm that
detectability is “the touchstone of a claim”: in Motors Liquidation I, prepetition customers had
claims despite not having detected the defect, while post-petition customers had no claim since,
“by definition,” they had nothing to detect. (Dkt. No. 116 at 6.) Grumman, similarly, did not
involve a detectable injury until after bankruptcy. In Anadarko’s second interpretation, the two
cases are inapposite due to their product liability context. In other words, Anadarko appears to
argue that, in the environmental tort context, the Court should apply a version of the “conduct
test,” which “looks exclusively to when the acts giving rise to liability occurred” to determine
when a claim arose. In re Johns-Manville Corp., 422 B.R. 221, 235 (Bankr. S.D.N.Y. 2016).
Ashworth, on the other hand, maintains that the distinguishing factor in Motors
Liquidation I was whether the customers had a pre-bankruptcy relationship with the
manufacturer. Applying the Second Circuit’s Motors Liquidation I test to the present case,
Ashworth argues that he had no claim because he had no “minimum contact” or “relationship”
with Anadarko such that Ashworth was identifiable. 829 F.3d at 156.
The case law, while less than pellucid, is on Ashworth’s side. “The Second Circuit has
applied both the ‘prepetition relationship test’ and the ‘fair contemplation test’ in cases involving
environmental claims.” In re Motors Liquidation Company, 598 B.R. 744, 755 (Bankr. S.D.N.Y.
2019) (“Motors Liquidation II”). 3 While Texaco appears to read a version of the conduct test

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The fair contemplation test, largely irrelevant in this case, holds that “a contingent obligation is
a ‘claim’ if the occurrence of the contingency or future event that would trigger liability was
‘within the actual or presumed contemplation of the parties at the time the original relationship
between the parties was created.’” In re Motors Liquidation Co., 576 B.R. 761, 771 (Bankr.
S.D.N.Y. 2017) (citing Chateaugay, 944 F.2d at 1003.)

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into Chateaugay’s holding, 182 B.R. at 952–53, the court does not acknowledge that the
Chateaugay court credited “[t]he relationship between environmental regulating agencies and
those subject to regulation” as one that “provides sufficient ‘contemplation’ of contingencies to
bring most . . . obligations based on pre-petition conduct within the definition of ‘claims.’” 944
F.2d at 1005. Texaco, too, featured a longstanding relationship. 182 B.R. at 941, 954–56.
Focusing purely on the act of contamination veers towards the “conduct test,” which the Second
Circuit has never formally adopted and others have criticized as overly broad. See, e.g., Piper
Aircraft, 58 F.3d at 1577. Ultimately, especially given inherent due process considerations, the
Court concludes that the proper test to apply is the prepetition relationship test as articulated in
Motors Liquidation I. 4
Thus, for bankruptcy purposes, a claim arises from a debtor’s pre-petition conduct that
causes post-petition injury if such claim (1) “arose before the filing of the petition or resulted
from pre-petition conduct fairly giving rise to the claim” and (2) there is “some minimum
contact” or “relationship” between debtor and claimant “such that the claimant is identifiable.”
Motors Liquidation, 829 F.3d at 156.
Even applying the Motors Liquidation I test, all hope is not lost for Anadarko. In the
case law, it is something of an open question whether a toxic chemical exposure, such as the one
at issue, suffices to establish a minimum contact or relationship satisfying the test. The widely
cited Piper test, Anadarko points out, states that a “relationship” may be based on “exposure.”
Piper Aircraft, 58 F.3d at 1577. Beyond this, Anadarko attempts to build its argument atop

4

Anadarko argues that the existence of the Future Torts Claim sub-trust, from which Ashworth
may seek recovery, negates any due process considerations. (Dkt. No. 116 at 12–14.) Such subtrust would allow Ashworth to seek recovery only if his claim arose pre-bankruptcy but was not
discharged by the bankruptcy. (Dkt. No. 113-2 at § 1.2(b).) Since this Court ultimately finds
Ashworth’s claim to have arisen after bankruptcy, this argument is inapposite.

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asbestos cases. (Dkt. No. 116 at 8–9 (citing cases).) To be sure, asbestos exposure is sufficient
to establish a prepetition relationship in the Second Circuit. See, e.g., In re Johns-Manville
Corp., 552 B.R. at 237. But asbestos appears to be a unique context: As one of the cases cited
by Anadarko recognizes, some bankruptcy courts “have followed a form of the conduct test
when considering the existence of an asbestos-related claim.” In re Grossman's Inc., 607 F.3d
114, 125 (3d Cir. 2010) (citations omitted). A rule in asbestos cases does not translate easily to
the present situation.
In 2017, a Florida bankruptcy court dealt with an argument like the one Anadarko makes:
that prepetition discharge of toxins was sufficient to satisfy the contact required by the
prepetition relationship test. U.S. Pipe & Foundry Co. v. Adams (In re U.S. Pipe & Foundry
Co.), 577 B.R. 916, 922–23 (Bankr. M.D. Fla. 2017). The court rejected that argument, because
neither claimants nor debtor had “any basis to suspect” that there were exposures from the
debtor’s prepetition conduct. Id. at 923–24. It distinguished its holding from asbestos cases in
which claimants were known to have exposure, and thus had actual notice of the dangers of
exposure before the bankruptcy. Id. It reasoned that the prepetition relationship test implicitly
requires either that: (1) the debtor can identify, during the bankruptcy case, a class of potential
future injury claimants or (2) future injury claimants have, during the case, knowledge of facts
connecting them or their property to the debtor’s conduct “so as to be aware of the potential
impact of a bankruptcy discharge.” Id. at 924. The court continued: “How can a “claim” be
administered during a bankruptcy case if the alleged holder does not know enough to articulate it
and the debtor does not know enough to be able to notify the future claimants or estimate their
claims?” Id. at 925. It concluded that it “rejected the argument that Debtor’s discharge of
harmful chemicals into the air, water or soil since 1911, by itself, created the necessary

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relationship of conduct to identifiable claimant, as required by the Piper test.” Id.
Anadarko distinguishes Pipe & Foundry Co. as a decision that relied upon the notion that
no party has “any basis to suspect” any exposure existed. Id. at 923. In contrast, Anadarko
points out that the EPA declared the land where the creosoting operations were conducted a
Super Fund site in 1991 (La. Compl. ¶ 28), and the site was listed on a schedule of
environmental cleanup sites in bankruptcy documents (Dkt. No. 117-3 at 373 5). These facts,
Anadarko contends, set the present case apart from Pipe & Foundry Co., apparently because
Ashworth had a “basis to suspect” that his property may have faced contamination. 577 B.R. at
923.
Ultimately, though, this Court is not persuaded. “The [prepetition] relationship test asks
whether the relationship was one in which both parties knew liability could arise . . . [such as a]
relationship recognized in, for example, the law of contracts or torts.” Johns-Manville Corp.,
422 B.R. at 233–34. Animating the prepetition relationship test, including the articulation set
forth in Motors Liquidation I, is essentially a concern that it is unfair — and a potential denial of
due process — to preclude a claimant from seeking redress due to no fault of her own. The EPA
had a claim in Chateaugay based on its relationship to the polluter. 944 F.2d at 1005. The prebankruptcy purchasers in Motors Liquidation I had a claim based on their privity with the
predecessor manufacturer. 829 F.3d at 157. Here, Anadarko and Ashworth had no prepetition
contact or relationship in which “both parties knew liability could arise.” Johns-Manville Corp.,
422 B.R. at 233. A Super Fund designation and a single-line listing in voluminous bankruptcy

5

Due to numbering issues within the document, the Court uses the ECF-generated page
numbers.

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documents of a site over five miles from Ashworth’s property is insufficient to establish such a
relationship.
As the Pipe & Foundry court articulated, it is nonsensical to pretend that a claim was
administered during a bankruptcy if neither claimant nor debtors knew anything about the claim.
577 B.R. at 925. Indeed, as this Court has previously held:
The Court is certainly cognizant of the inherent uncertainty that allowing
successor liability claims . . . imposes upon purchasers of debtor assets in a
bankruptcy. However, to whatever extent maximizing the value of the estate is an
important policy of the Bankruptcy Code, it is no more fundamental than giving
claimants proper notice and opportunity to be heard before their rights are
affected, to say nothing of constitutional requirements of due process.
Grumman, 467 B.R. at 710. That reasoning applies with equal force here.
Anadarko argues in its reply brief that the “detectable release [of creosote] is the requisite
contact or relationship” satisfying the prepetition relationship test (Dkt. No. 116 at 1), noting that
the complaint in the Louisiana litigation alleges that the pollution was causing damage to the
plaintiffs’ properties in the 1980s and 1990s, although Ashworth did not discover the pollution
until 2019. The Court disagrees that the release itself, standing alone, constitutes the requisite
“contact” or “relationship” under a fair reading of the Second Circuit’s decisions in Chateaugay
and Motors Liquidation I, particularly in light of the fairness and due process considerations
discussed by the court in those decisions. Such a technical interpretation would extinguish
claims based on no relationship to a potential tortfeasor beyond rough proximity — here, merely
inhabiting land over five miles from the alleged tortfeasor’s site.
Of course, should it come to light that Ashworth had more extensive contact or more of a
relationship with Anadarko than presently known, such conclusion could be revisited. But on the
facts alleged, Ashworth’s claim did not arise before the bankruptcy. His claim was not a claim

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that “could have been asserted” in the underlying litigation, and thus does not constitute a “Trust
Derivative Claim.” (Agr. ¶ 1.82)
2.

Whether Ashworth’s Claims are Duplicative of Trust Derivative
Claims

The Injunction also bars any claims that are “duplicative of a Trust Derivative Claim.”
The Second Circuit interpreted the Injunction’s prohibition to mean that “claims can be
duplicative ‘whether or not held or controlled by the Litigation Trust’ and ‘whether or not the
Litigation Trust could have asserted’ them . . . [t]hese are, in other words, claims that
substantially overlap, but are not identical to, ‘Trust Derivative Claims.’ Tronox, Inc. v. KerrMcGee Oil & Gas Corp. (In re Tronox Inc.), 855 F.3d 84, 108 (2d Cir. 2017) (quoting Inj.)
(emphasis in original) (citation omitted).
Ashworth makes three arguments. First, the fact that the Injunction prohibits duplicative
claims cannot circumvent the Motors Liquidation I test. For additional support, he cites Judge
Forrest’s order approving the Injunction, which notes that “[a]lthough the Injunction does bar
potential claims by third parties, the Injunction is carefully limited so that it does not apply to
any type of claim that could not have been litigated in” the underlying cases. (Dkt. No. 32 at
21.) Second, Ashworth suggests his claims do not “substantially overlap” with Trust Derivative
Claims, since such claims exited pre-bankruptcy and Ashworth’s do not, as this Court has
determined. Tronox, 855 F.3d at 108. And finally, he points out that the Litigation Trust
Agreement in the underlying cases granted the Litigation Trust only the authority to “sue on,
settle or compromise . . . all claims, rights or causes of actions, suits and proceedings . . . that any
Debtor or its Estate may hold against any person or entity . . .” (Dkt. No. 104-19 § 2(b)(iii).)
Thus, it could only grant a release from those claims, not claims such as Ashworth’s.

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Anadarko responds that Ashworth’s theory of liability is “generalized” and “derivative,”
as he seeks to hold Anadarko liable under a successor theory that could be asserted by any
creditor of the Tronox debtors against the debtors’ successors. See Tronox, 855 F.3d at 104–07.
Since the Injunction bars duplicative claims “whether or not the Litigation Trust could have
asserted such claims,” Ashworth’s claims, arising in 2019, “substantially overlap[] with the
generalized theory that underlies all Trust Derivative Claims.” (Dkt. No. 116 at 11.)
But Tronox involved plaintiffs who brought prepetition claims against the debtor, actively
participated in the bankruptcy, and recovered under the settlement, which they supported. 855
F.3d at 89–92. Animating the Second Circuit’s holding was that, given the plaintiffs’
involvement in the bankruptcy, they “[could not] now get a second bite at the apple.” Id. at 111.
The plaintiffs’ knowledge was also “critical” to the court’s reasoning in In re General Motors
LLC Ignition Switch Litigation, 14 Misc. 2543, 2017 WL 3382071, at *5 (S.D.N.Y. Aug. 3,
2017). There, plaintiffs “did not know about their underlying claims prior to” bankruptcy, and so
the court declined to read Tronox to preclude their claims. Id. at *4–6. Ultimately, the Tronox
court never had the opportunity to further explain what it means for a claim to “substantially
overlap” because it agreed with the district court’s holding that the claims were Trust Derivative
Claims, as they could have been brought in the underlying bankruptcy. 855 F.3d at 111.
At core, the Court’s reasoning regarding whether Ashworth’s claim constitutes a Trust
Derivative Claim still holds. The Motors Liquidation I test holds that Ashworth had no prepetition claim whatsoever, so it is difficult for this Court to see how Ashworth had a duplicative
claim. Moreover, the due process considerations that counsel against an interpretation of the
Injunction that would preclude Ashworth’s Louisiana action counsel against finding a
duplicative claim.

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Ashworth’s claims are neither Trust Derivative Claims nor duplicative of such claims.
As such, the Injunction does not bar Ashworth’s claims against Anadarko in the Western District
of Louisiana.
B.

Contempt Motion

Anadarko also moves to hold Ashworth and his counsel in contempt for failing to dismiss
the claims against Anadarko even after Anadarko’s counsel “explained . . . why the Injunction
bars his claims . . . , provid[ed] copies of the Injunction [and] decisions applying the Injunction,
and even respond[ed] in writing to Ashworth’s contentions for why the Injunction doesn’t apply
to him.” (Dkt. No. 103 at 27.) Anadarko contends that Ashworth’s case “clearly and willfully
disobeys the Injunction,” meriting holding him and his counsel in contempt and imposing
sanctions. (Id.)
But as this Court has explained, Ashworth’s counsel was correct. There is no behavior
for which to hold Ashworth and his counsel in contempt, and the motion is denied.
IV.

Conclusion
For the foregoing reasons, Anadarko’s motion to enforce the judgment and to hold

Ashworth and his counsel in contempt is DENIED. The Clerk of Court is directed to close the
motion at Docket Number 102.
SO ORDERED.
Dated: February 19, 2021
New York, New York
____________________________________
J. PAUL OETKEN
United States District Judge

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