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Breach of Contract Declaratory Relief Attorneys Orange County, CA

June 8, 2007

Breach of Contract
Declaratory Relief


CASE/NUMBER: Price Pfister, Inc. v. Metaldyne Corporation / 05CC02302.

COURT/DATE: Orange Superior / March 6, 2007.

JUDGE: Hon. Andrew P. Banks

ATTORNEYS: Plaintiff – Edward R. Hugo, James C. Parker (Brydon, Hugo & Parker, San Francisco).

Defendant – Mark B. Wilson (Klein & Wilson, Newport Beach).

TECHNICAL EXPERTS: Plaintiff – Thomas Malcolm, attorney fees, Orange; Sarah Turnipseed, attorney fees, Atlanta, Ga.

Defendant – Andre E. Jardini, attorney fees, Glendale.

FACTS: NI Industries Inc. owned the Price Pfister business from Jan. 1, 1983 to June 24, 1983 when NI sold the business to several of its employees who incorporated as Price Pfister Inc. In the sales contract, NI agreed to indemnify Price Pfister if, and only if, certain products NI manufactured (during the six months it owned the business) actually caused personal injury or death. Twenty years later, people began suing hundreds of manufacturers, including Price Pfister, alleging asbestos exposure from the 1940s to the present. Price Pfister was eventually dismissed from all of the lawsuits. No money was paid to the claimants.

The asbestos lawsuits were dismissed and the plaintiffs recovered nothing from Price Pfister. Nevertheless, Price Pfister sued TriMas Corp. alleging it was NI’s successor and under the terms of the sales contract, it was obligated to reimburse Price Pfister’s defense costs in the approximate amount of $960,000. Price Pfister alleged causes of action for express indemnity, breach of contract, implied indemnity, unjust enrichment and declaratory relief.

PLAINTIFF’S CONTENTIONS: Price Pfister contended that it was not the successor-in-interest to the historical Price Pfister Brass Manufacturing Co. and that TriMas was liable for “Price Pfister” products manufactured prior to June 1983.

DEFENDANT’S CONTENTIONS: TriMas admitted that for the purposes of the sales contract only, it was NI’s successor. TriMas alleged that the contract means what it says (i.e., that it is only responsible to indemnify Price Pfister if, and only if, certain products NI manufactured (during the six months it owned the business) actually caused injury or death. Since Price Pfister did not prove that “Price Pfister” products manufactured by NI injured the plaintiffs in the underlying cases, Price Pfister could not prevail. In fact, because all the lawsuits were dismissed and the plaintiffs recovered nothing, this proved Price Pfister’s case had no merit.

DAMAGES: Price Pfister sought $960,000 in damages and an order that the contract should be interpreted as it suggested.

RESULT: The court found that Price Pfister failed to meet its burden of proof on all causes of action and awarded no damages. The court declined to award monetary damages. The court refused to grant Price Pfister the declaratory relief it requested, but did declare that in future cases Price Pfister would be entitled to indemnity if it could be shown that either a settlement of judgment had occurred because a NI (TriMas) product had contributed to the injury or death.