Crossby Valve LLC v. FMC Corporation

Filing 36

FINAL JUDGMENT entered. Case terminated on 4/23/15(Signed by Judge Lee H Rosenthal) Parties notified.(leddins, 4)

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CROSBY VALVE, LLC, AS SUCCESSOR
TO CROSBY VALVE, INC.
Plaintiff,
v.
FMC CORPORATION
Defendant.

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CIVIL ACTION NO. H-14-2790

ORDER GRANTING FMC CORPORATION’S MOTION TO DISMISS AND
ENTERING FINAL JUDGMENT
FMC Corporation filed a motion to dismiss this suit, in which Crosby Valve, LLC seeks
indemnification from FMC. (Docket Entry No. 13). The court has considered the pleadings, the
motion and the response, the parties’ submissions, the applicable law, and the arguments counsel
made at the hearing on January 12, 2015. At that hearing, the court granted the motion. For the
reasons stated on the record at that hearing, Crosby’s objections to FMC’s proposed form of
judgment, (Docket Entry No. 33), are overruled, and this order of final judgment is entered.
The parties’ Agreement requires Crosby Valve, LLC (“Crosby”) to be an Affiliate of
Guarantor, Tyco International Ltd. (“Tyco”), when Crosby seeks indemnification from Tyco. The
term “Affiliate” is defined in the Agreement as an entity owned or controlled by the Guarantor. The
term “Affiliate” is unambiguous. As of September 28, 2012, Crosby was no longer owned or
controlled by Tyco. Crosby was not an “Affiliate” of Tyco as of September 28, 2012.
For that reason, and for the other reasons stated on the record at the January 12, 2015
hearing, as a matter of law, Crosby is not entitled to indemnification from FMC for any losses or

expenses paid or incurred arising out of claims involving Crosby’s asbestos liability, if Crosby
sought indemnification from FMC for those claims on or after September 28, 2012. Crosby is not
entitled to a declaratory judgment that it is entitled to indemnification for any claims asserted against
Crosby that it submitted, or submits, to FMC for indemnification on or after September 28, 2012.
FMC’s motion to dismiss, (Docket Entry No. 13), is GRANTED. Crosby’s complaint for
breach of contract and declaratory judgment, (Docket Entry No. 1), is DISMISSED with prejudice.
This is a final judgment.
SIGNED on April 23, 2015, at Houston, Texas.
______________________________________
Lee H. Rosenthal
United States District Judge

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