Debnam v. Crane Co.

Summary

The District of Columbia Court of Appeals held that an asset purchase agreement's provision requiring Crane Company to assume National-U.S. Radiator Corporation's warranty obligations was ambiguous as to whether it covered third-party asbestos-injury claims. Because the provision was reasonably susceptible to more than one interpretation, the court reversed the grant of summary judgment for Crane and remanded for trial.

Holdings

1. Paragraph 17 was ambiguous because it could reasonably be interpreted either as limiting Crane's assumption to traditional repair-or-replacement warranty obligations or as requiring Crane to assume all obligations under National's product warranties, including the third-party warranty obligation asserted by Debnam.
2. Summary judgment for Crane was improper because a reasonable factfinder could interpret Paragraph 17 as encompassing the warranty obligation asserted by Debnam.

Questions Presented

1. Whether Paragraph 17 of the 1959 asset-purchase agreement was unambiguous in limiting Crane's assumption of National's warranty obligations to traditional repair-or-replacement obligations.
2. Whether the contractual language was sufficiently ambiguous to create a genuine issue of material fact concerning Crane's assumption of liability for third-party warranty claims.
3. Whether the agreement's New York choice-of-law provision established that Crane could not have assumed liability for claims that lacked contractual privity under New York law in 1959.

Disposition

reversed_and_remanded