Supreme Court of Delaware
The Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman v. Ashland LLC
September 12, 2022
Summary
The court held that the stock purchase agreement unambiguously assigned the Linden property’s pre-closing on-site environmental liabilities to the Heyman Parties while excluding off-site liabilities, including remediation of the Arthur Kill waterway. The agreement’s reasonable-best-efforts provision implemented the on-site allocation and did not shift off-site liabilities to the Heyman Parties. The judgment requiring indemnification for off-site remediation was reversed and remanded, and the court did not reach Ashland’s attorney-fees cross-appeal.