S&C Secures Victory in Environmental Contract Dispute for Cytec Industries

June 19, 2017

S&C obtained a victory this week for Cytec Industries, Inc. in a years-long contract dispute arising out of Cytec's October 2012 sale to Allnex (Luxembourg) & Cy S.C.A. of its coating resins business for approximately $1 billion. Under the terms of their agreement, Allnex agreed to assume “all Liabilities” “related to, or used or held in connection, with the Business,” but Allnex later contended that this language did not encompass certain historic environmental liabilities at a site located in Kalamazoo, Michigan. Cytec sought a declaratory judgment that Allnex is responsible for all environmental liabilities at the Kalamazoo site. After full discovery, both parties moved for summary judgment in November 2016. In February 2017, Judge P. Kevin Castel of the U.S. District Court for the Southern District of New York cancelled the final pretrial conference and, on June 19, granted Cytec's motion for summary judgement, delivering an undisputed win to Cytec. The opinion held that the plain language of the contract unambiguously favored Cytec's interpretation of the parties' agreement. This is the second win S&C has obtained for Cytec in connection with its sale to Allnex: The parties originally had a dispute concerning a $40 million post-closing purchase price adjustment, but settled that issue after a favorable ruling by Judge Castel denying Allnex's motion to dismiss.
The S&C team representing Cytec was led by Joseph Neuhaus and Thomas White. Melissa Sawyer—who advised Cytec on the transaction—assisted in the prosecution of the litigation.