E. I. du Pont de Nemours & Co. v. Chemtura Corp.

Citations

• 336 Conn. 194

Syllabus

The plaintiff, D Co., sought, inter alia, to recover damages from the defendant for breach of contract in connection with D Co.'s purchase of the defen- dant's fluorine chemical business and related equipment. The parties had previously entered into an asset purchase agreement, governed by New York law, pursuant to which the defendant agreed to indemnify D Co. for any losses arising from a breach of the defendant's representa- tions and warranties relating to prior and ongoing compliance with various laws in connection with the operation of the defendant's plant. The agreement's notice provision provided that notice and other commu- nications under the agreement must be sent to the defendant's general counsel with a simultaneous copy to the defendant's outside counsel. Following the purchase of the business, D Co. requested reimbursement, pursuant to the agreement's indemnification provisions, to cure several alleged deficiencies, but the parties ultimately were unable to settle their differences. Thereafter, C Co. was substituted as the plaintiff. At trial, the defendant claimed that D Co. had failed to provide notice in accordance with the provisions of the agreement because D Co. had communicated with the defendant's associate general counsel but not the defendant's general counsel, and New York law required strict com- pliance with notice provisions in a commercial contract. C Co. claimed that New York law did not require strict compliance and that the commu- nications between the parties to the agreement provided actual notice to the defendant. The trial court rendered judgment for the defendant, concluding, inter alia, that D Co. had failed to provide proper notice in accordance with the agreement, and C Co. appealed. Held that the trial court improperly rendered judgment for the defendant on the ground that D Co. had failed to strictly comply with the notice provision of the asset purchase agreement: although a time limitation provision in the The listing of