Continental Holdings, Inc. v. Crown Holdings Inc., et al., No. 11-2203 (8th Cir. 2012)
Annotate this CaseContinental sold its food and beverage metal can and can-end technology to Crown via a stock purchase agreement (SPA) in March 1990. The parties disputed the extent of each other's resultant liabilities, as defined by the indemnity provision in the SPA in concurrent binding arbitration and judicial proceedings. Continental subsequently appealed the grant of summary judgment and the district court's denial of its motion to reconsider or alter or amend its judgment. The court found that Continental failed to meet its burden of proving it was not afforded a full and fair opportunity to litigate the meaning of the indemnity provision. Therefore, the district court correctly determined that Continental was precluded from further litigating the provision's meaning, properly granted summary judgment in favor of Crown, and did not abuse its discretion in denying Continental's motion to reconsider.
Court Description: Civil Case - diversity. Parties to a stock purchase agreement disputed the indemnity provision in concurrent arbitration and judicial proceedings. The district court's grant of summary judgment concluding that it was bound by arbitrator's interpretation. The district court amended it judgment and denied a motion to reconsider that amendment. Concluding the amendment affects substantial rights, the amendment is vacated. Because the same issue was before the arbitrator and the court, because Continental could have argued its indemnity obligations for occupational exposure claims in the environmental arbitration, and because the arbitrator's characterization of both interpretations as plausible did not make the provision ambiguous, Continental failed to meet its burden of proving it was not afforded a full and fair opportunity to litigate the meaning of the provision in the arbitration. The district court thus correctly determined issue preclusion barred the district court from considering the issue.
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