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This case involves an appeal by MEMC Electronic Materials and MEMC Pasadena (collectively MEMC) challenging a trial court's order. The order granted partial summary judgment to Albemarle Corporation and denied MEMC's cross-motion for partial summary judgment. Albemarle sought indemnification from MEMC for payments made to Ethyl Corporation, which had indemnified Ethyl for claims arising from a plant fire. MEMC argued that their Asset Purchase Agreement (APA) with Albemarle did not obligate them to indemnify Albemarle for this specific liability, citing clauses concerning assumed obligations, non-disclosure of the Ethyl-Albemarle indemnity agreement, and the timing of the liability's origin. The court analyzed Sections 3.4, 4.16, and 7.4 of the APA, ultimately concluding that MEMC had not assumed the obligation for the Ethyl-Albemarle indemnity agreement. It found that the payment made by Albemarle to Ethyl arose from a prior contractual relationship, not from operations of the plant on or after the closing date of the APA between MEMC and Albemarle. Consequently, the appellate court reversed the trial court's judgment and rendered judgment in favor of MEMC.
MEMC Electronic Materials, Inc. v. Albemarle Corp. is a workers' compensation case decided in Texas Court of Appeals, 1st District (Houston). This case addresses legal issues related to compensation claims, benefits, and court rulings.
It is commonly referenced in legal research involving workers' compensation laws in Texas Court of Appeals, 1st District (Houston).
Full Decision Text1 Pages
This case involves an appeal by MEMC Electronic Materials and MEMC Pasadena (collectively MEMC) challenging a trial court's order. The order granted partial summary judgment to Albemarle Corporation and denied MEMC's cross-motion for partial summary judgment. Albemarle sought indemnification from MEMC for payments made to Ethyl Corporation, which had indemnified Ethyl for claims arising from a plant fire. MEMC argued that their Asset Purchase Agreement (APA) with Albemarle did not obligate them to indemnify Albemarle for this specific liability, citing clauses concerning assumed obligations, non-disclosure of the Ethyl-Albemarle indemnity agreement, and the timing of the liability's origin. The court analyzed Sections 3.4, 4.16, and 7.4 of the APA, ultimately concluding that MEMC had not assumed the obligation for the Ethyl-Albemarle indemnity agreement. It found that the payment made by Albemarle to Ethyl arose from a prior contractual relationship, not from operations of the plant on or after the closing date of the APA between MEMC and Albemarle. Consequently, the appellate court reversed the trial court's judgment and rendered judgment in favor of MEMC.
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