Exxon Mobil Corp. v. Tredegar Corp.
Exxon Mobil Corporation sued Tredegar Corporation alleging breach of an Asset Purchase Agreement (APA). Exxon claimed Tredegar failed to indemnify it for a settlement in an underlying personal injury action and failed to cooperate in Exxon's defense as per the APA. Tredegar filed a motion to dismiss under Fed.R.Civ.P. 12(b)(6). The court granted the motion to dismiss Count I, finding the indemnification provisions of the APA ambiguous regarding whether the liability was 'assumed' or 'retained'. However, the court largely denied the motion to dismiss Count II, concluding that Exxon plausibly alleged a breach of Tredegar's duty to cooperate and provide reasonable access to employees, with a partial grant for the records access claim under Section 12.7 of the APA.