December 20, 2022
On December 8, Willkie scored a major win for its longtime client, the NARCO Asbestos Trust, in a long-running dispute with Honeywell, resulting in court approval of a $1.325 billion “Buyout Agreement” with Honeywell and the Trust’s claimant fiduciaries. This agreement resolves more than seven years of litigation and other disputes between Honeywell and the Trust. The payment will enable the Trust to continue to fully compensate asbestos victims, efficiently administer the Trust, and eliminate any potential future interference by Honeywell.
Under the parties’ agreement, Honeywell will pay the Trust $1.325 billion in cash in exchange for a release of its “evergreen” obligation to fund the Trust. U.S. Bankruptcy Judge Thomas P. Agresti in the Western District of Pennsylvania issued the final opinion and order.
NARCO, which produced heat-resistant materials containing asbestos, filed for bankruptcy in 2002, and emerged from bankruptcy in April 2013, at which time a federally authorized trust was established to evaluate and resolve all existing NARCO asbestos claims (the “Trust”). Honeywell owned NARCO from 1979-1986 and, under an agreement, the company is obligated to fund the Trust in perpetuity as it pays out claims for asbestos injury related to exposure to NARCO's products. Those obligations currently include annual payments to cover claims as they come in (subject to an annual cap), and a separate obligation to pay the expenses for the administration of the Trust.
In September 2021, Honeywell sued the Trust in the U.S. Bankruptcy Court for the Western District of Pennsylvania, alleging the Trust was paying too many asbestos claims in violation of the Trust’s governing documents. In fewer than nine months, Willkie took or defended twenty-three depositions, filed and opposed numerous pre-trial motions, shepherded four expert reports, and received and produced voluminous document discovery. During a one-week trial in May 2022, Willkie’s litigation team undermined each of Honeywell’s claims through pointed cross-examinations and affirmative testimony.
After trial, Honeywell agreed to make an upfront, lump-sum payment of $1.325 billion to the Trust—nearly half a billion dollars more than Honeywell had offered the Trust before filing its litigation last year. In a 92-page opinion granting the Trust’s motion to approve the Buyout Agreement, the Court meticulously analyzed and rejected Honeywell’s litigation claims, discounted testimony by Honeywell’s trial witnesses, endorsed the Trustees’ discretion, and repeatedly credited the Trust’s trial witnesses.
The Court further noted in its opinion that “the Trust has had the benefit of excellent legal counsel every step of the way” in its long-running disputes with Honeywell.
A multidisciplinary team of Willkie attorneys, led by partner Rachel Strickland and senior counsel Joseph Baio, and including partners Daniel Forman and Stuart Lombardi, and associate Philip DiSanto, has represented the NARCO Asbestos Trust since 2015. The Willkie team also included partners Jeffrey Korn, Laura Acker, and Isaac Silverstein.
