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

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, located in Arkansas. The parties had previously entered into an asset purchase agreement, pursuant to which the defendant agreed to indemnify D Co. for any losses arising from a breach of the defendant's representations and warranties in the agreement. The defendant's representations and warranties related to the facility's prior and ongoing compliance with various laws in connection with the operation of the defendant's plant and to the good repair and condition of the transferred assets. Following the purchase of the business, D Co. requested reimbursement, pursuant to the agreement's indemnification provisions, to cure several alleged deficiencies relating to, inter alia, four fire protection systems that were allegedly in violation of the standards set by the National Fire Prevention Association and incorporated by reference into the Arkansas State Fire Code, and two refrigeration units that were allegedly leaking refrigerant at an unacceptable rate. The parties ultimately were unable to settle their differences, and D Co. brought its claims to the trial court. Thereafter, C Co. was substituted as the plaintiff. The court rendered judgment for the defendant on C Co.'s breach of contract claims, and C Co. appealed to this court. Held: 1. C Co. could not prevail on its claim that the trial court failed to determine the applicable law and apply that law to the evidence to determine whether the fire protection systems at issue violated the Arkansas State Fire Code: the court's determination that the evidence was unclear as to which Arkansas State Fire Code applied to each fire protection system was not clearly erroneous, as, although C Co. argued that testimony from one of the defendant's former employees established time frames for the installation of each of