Allianz Global Risks v. ACE Property & Casualty Ins. Co.

Purchasers may be responsible for the liabilities of corporations they buy if they “expressly or impliedly agree to assume” them. Erikson v. Grande Ronde Lbr. Co., 162 Or. 556, 568, 92 P2d 170 (1939).

Plaintiffs appealed a limited judgment that Defendants were not required to cover Plaintiffs’ costs for insuring Daimler Trucks North America LLC (“Daimler”). On appeal, Plaintiffs argued the trial court erred in its interpretation of documents regarding Plaintiffs’ coverage responsibilities for Daimler. On cross-assignment of error, intervenor Con-way (parent company of Freightliner) and Defendants (ACE, Westport, General, and London) argued the trial court erred in denying their motion for a directed verdict that certain documents showed Daimler could not make claims under Defendants’ insurance. Under these documents, Freightliner assigned all assets, except contingent liabilities, to Daimler. A separate letter, signed by Daimler and Freightliner, confirmed this. Purchasers may be responsible for the liabilities of corporations they buy if they “expressly or impliedly agree to assume” them. Erikson v. Grande Ronde Lbr. Co., 162 Or. 556, 568, 92 P2d 170 (1939). The Court found that, when viewed together, the documents and the letter unambiguously showed the contingent liabilities were not transferred to Daimler. Thus, the Court held that Plaintiffs were not entitled to contribution from Defendants. Affirmed.