Stanford Law School - Robert Crown Law Library

Filed 2/3/03

IN THE SUPREME COURT OF CALIFORNIA

HENKEL CORPORATION,
Plaintiff and Appellant,
S098242
v.
Ct.App. 2/3 B134742
HARTFORD ACCIDENT
AND INDEMNITY COMPANY et al.,
Los Angeles County
Super. Ct. No. 155209
Defendants and Respondents. )

Through a series of agreements, plaintiff Henkel Corporation (Henkel)
acquired the metallic chemical product line of Amchem Products, Inc. (Amchem
No. 1),1 and assumed all related liabilities. The question here is whether Henkel
also acquired the benefits of the insurance policies issued by defendants to
Amchem No. 1 to cover lawsuits based on injuries sustained during the policy
period.
Finding no specific language in the agreements assigning policies or policy
benefits to Henkel or its predecessor, and no document in which defendant
insurers consented to any assignment, the trial court entered summary judgment
for defendants. The Court of Appeal reversed. It reasoned that in the absence of

1
Following the lead of the Court of Appeal, we distinguish between the two
corporations named Amchem Products, Inc., by referring to the Pennsylvania
corporation as Amchem No. 1 and the Delaware corporation as Amchem No. 2.

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explicit language disclaiming any assignment, the right to insurance benefits
passed to Henkel as a matter of law without need for consent from the insurers.
We conclude that under the circumstances of this case any assignment of
benefits does require the consent of the insurers, and therefore reverse the
judgment of the Court of Appeal.
I. SUMMARY OF THE CORPORATE TRANSACTIONS
Amchem No. 1, a Pennsylvania corporation, had two distinct product lines:
agricultural chemicals and metallic chemicals. The metallic chemicals, which help
paint adhere to metal, were sold to car and airplane manufacturers, including
Lockheed. Defendants insured both of Amchem No. 1’s product lines.
In 1977, Union Carbide Corporation acquired Amchem No. 1 by stock
purchase and merger. In 1979, Amchem No. 1, now a Union Carbide subsidiary,
created a new corporation, also known as Amchem Products, Inc., but a Delaware
corporation (Amchem No. 2). By resolution of its board of directors, Amchem
No. 1 transferred “all of its right, title and interest . . . in and to its domestic assets
utilized in its metalworking business” to Amchem No 2.2 The board of directors
of newly created Amchem No. 2 accepted the transfer from Amchem No. 1 of the
“assets, liabilities and goodwill utilized in its metalworking chemical activities.”
This transaction was a contract: the resolution of Amchem No. 1’s board of
directors was an offer (see Dow v. River Farms Co. (1952) 110 Cal.App.2d 403;
Hoge v. Lava Cap Gold Mining Corp. (1942) 55 Cal.App.2d 176) and the
resolution of Amchem No. 2’s board of directors explicitly accepted that offer.

2
At the same time, Amchem No. 1 changed its name to Union Carbide
Agricultural Products Company, Inc., reflecting that its product line was now
limited to agricultural products. For convenience, we will continue to refer to the
company as Amchem No. 1.
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Although the 1979 contract referred to “assets” and “liabilities,” it did not specify
what assets were transferred to Amchem No. 2, or what liabilities were assumed.
After the 1979 contract, Amchem No. 1 (agricultural products) and Amchem
No. 2 (metallic chemicals) were separate subsidiaries of Union Carbide. In 1980,
however, Union Carbide sold all of the stock of Amchem No. 2 to plaintiff
Henkel. By acquiring the stock of Amchem No. 2, Henkel acquired all of its
assets and liabilities. After Henkel purchased Amchem No. 2, these two
corporations merged. In 1986, Union Carbide sold Amchem No. 1 to Rhone
Poulenc, Inc.; these two companies merged in 1992. Thus, it is undisputed that
Henkel has succeeded to all of the rights and obligations of Amchem No. 2, and
Rhone Poulenc (now known as Aventis CropScience USA, Inc.) has succeeded to
all of the rights and obligations of Amchem No. 1.
II. BACKGROUND OF THIS LITIGATION
In 1989, current and former Lockheed employees filed suit against Henkel
and “Amchem Products, Inc.,” without distinguishing between Amchem No. 1 (in
1989 a Rhone Poulenc subsidiary) and Amchem No. 2 (which by 1989 had
merged into Henkel). The suit alleged injuries arising from exposure to metallic
chemicals during the period between 1959 and 1976. Henkel tendered its defense
to defendant insurers, whose policies had insured Amchem No. 1 during portions
of this period, and to Henkel’s own insurers. All refused coverage.
In 1992, the Lockheed plaintiffs served their complaint on Rhone Poulenc,
named as “Amchem Products, Inc.” Rhone Poulenc moved to quash service. The
Lockheed plaintiffs stipulated to the trial court’s granting Rhone Poulenc’s motion
to quash. The stipulation states that the Lockheed plaintiffs “have been presented
with documents establishing that Henkel Corporation is answerable for the
liabilities of Amchem Products, Inc. alleged in the Lockheed Consolidated Cases.
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Accordingly, plaintiffs have no interest in asserting their claims against [Rhone
Poulenc].”
In 1995, Henkel settled its suit with the Lockheed plaintiffs for $7.65 million.
Defendants3 refused to contribute to the settlement. Henkel then filed this action
for declaratory relief against defendants and Henkel’s own insurers. Defendants
had Rhone Poulenc added as a necessary party.
In 1998, plaintiff Henkel, defendants, and Rhone Poulenc each filed motions
for summary judgment. Because defendants had issued their insurance policies to
Amchem No. 1—which no longer existed as an independent entity—the trial
court’s first concern was to decide which party represented Amchem No. 1. The
trial court ruled that Rhone Poulenc, not Henkel, was the corporate successor of
Amchem No. 1 and was therefore the entity entitled to the protection of the
liability policies defendant insurers had issued to Amchem No. 1.
Amchem No. 2 had assumed all the liabilities of Amchem No. 1 relating to
the metallic chemical product line. Plaintiff Henkel then purchased all the stock of
Amchem No. 2, which made Henkel responsible for all Amchem No. 2’s
liabilities, including those inherited from Amchem No. 1. Henkel therefore
argued in the trial court that even though it was not the corporate successor to
Amchem No. 1, because it was responsible for Amchem No. 1’s liabilities relating
to metallic chemicals as a matter of law, it should be entitled to the benefits of
Amchem No. 1’s liability insurance.
The trial court rejected Henkel’s argument. It found Henkel responsible for
Amchem No. 1’s torts, not as a matter of law, but because Henkel had voluntarily

3
“Defendants” refers to those Amchem No. 1 insurers who are parties to this
appeal. The term does not include the Henkel insurers that were defendants in the
trial court but are not parties to this appeal.
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assumed that liability. The trial court also rejected Henkel’s contention that the
1979 contract, under which Amchem No. 2 acquired the assets and liabilities of
Amchem No. 1’s metallic chemical business, assigned to Amchem No. 2 the
benefits of insurance coverage for those liabilities. Moreover, the court ruled that
any such assignment would be void without defendant insurers’ consent. The trial
court therefore entered summary judgment against Henkel.
The Court of Appeal reversed. Quoting Northern Ins. Co. of New York v.
Allied Mut. Ins. (9th Cir. 1992) 955 F.2d 1353, 1357 (Northern Insurance), it held:
The “ ‘right to indemnity followed the liability rather than the policy itself. As a
result, even though the parties did not assign [the predecessor’s insurance] policy
in the agreement, the right to indemnity under the policy transferred to [the
successor corporation] by operation of law.’ ” (Italics omitted.) We granted
petitions for review by Rhone Poulenc and defendants.
III. HENKEL’S LIABILITY FOR INJURIES CAUSED BY AMCHEM NO. 1 ARISES
FROM CONTRACT AND WAS NOT IMPOSED BY OPERATION OF LAW
Plaintiff Henkel here renews the argument made in the trial court that when it
bought the metallic chemical product business (Amchem No. 2) from Union
Carbide in 1980 it incurred liability as a matter of law for injuries caused by those
products when they were being manufactured and distributed by Amchem No. 1.
Because liability was imposed upon it as a matter of law, Henkel argues it should
receive the benefits of Amchem No. 1’s liability polices as a matter of law. (See
Northern Insurance, supra, 955 F.2d at p. 1357.) Defendant insurers contend that
the Ninth Circuit’s 1992 decision in Northern Insurance was wrong, and that later
California cases show that under California law product line tort liability does not
include any right to the insurance coverage for the tort. (See General Accident
Ins. Co. v. Superior Court (1997) 55 Cal.App.4th 1444 (General Accident);
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Quemetco Inc. v. Pacific Automobile Ins. Co. (1994) 24 Cal.App.4th 494, 499-501
(Quemetco).) We need not resolve this conflict, because the record shows that
Henkel’s liability was not imposed involuntarily by law but assumed voluntarily
by contract.
Henkel’s argument why it should be entitled to Amchem No. 1’s insurance
protection as a matter of law depends on a showing that Henkel’s tort liability was
imposed upon it by law. Henkel has failed to make that showing. As we explain,
there are three situations in which a buyer of corporate assets may be liable for the
torts of its predecessor, notwithstanding the purchaser’s failure to assume liability
by contract, but Henkel does not show that this case falls within any of these
categories.
First, the buyer of corporate assets may be liable as a corporate successor if
“[1] the transaction amounts to a consolidation or merger of the two corporations,
[2] the purchasing corporation is a mere continuation of the seller, or [3] the
transfer of assets to the purchaser is for the fraudulent purpose of escaping liability
for the seller’s debts.” (Ray v. Alad Corp. (1977) 19 Cal.3d 22, 28; Beatrice Co. v.
State Bd. of Equalization (1993) 6 Cal.4th 767, 778.) None of these circumstances
is present here: Amchem No. 2 did not acquire Amchem No. 1’s metallic
chemical business by consolidation or merger. Amchem No. 2 was not a “mere
continuation” of Amchem No. 1, because that doctrine does not apply “when
recourse to the debtor corporation is available and the two corporations have
separate identities.” (Beatrice Company v. State Board of Equalization, supra, 6
Cal.4th at p. 778.) And there is no evidence that Amchem No. 1 sold its metallic
chemical business to Amchem No. 2 to defraud its creditors.
Second, a company that acquires another company’s product line may be
liable for injuries caused by its predecessor’s defective products, if certain
conditions are met. One condition is “the virtual destruction of the plaintiff’s
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remedies against the original manufacturer caused by the successor’s acquisition
of the business.” (Ray v. Alad Corp., supra, 19 Cal.3d at p. 31.) That condition is
not met here, because Amchem No. 1 continued to exist after its 1979 sale of the
metallic chemical business to Amchem No. 2. Rhone Poulenc, as the 1986
corporate successor of Amchem No. 1, can respond in damages to any product
defects suit based on toxic exposure occurring before the 1979 creation of
Amchem No. 2. Moreover, even if Amchem No. 1 had dissolved after it
transferred its metallic chemical operation to Amchem No. 2, it could still be sued
to permit a plaintiff to assert a claim against Amchem No. 1’s liability policies.
(Penasquitos, Inc. v. Superior Court (1991) 53 Cal.3d 1180.) And there are no
grounds for claiming that Amchem No. 1 was destroyed by the 1979 sale of its
metallic chemical business to Amchem No. 2. (See Chaknova v. Wilbur-Ellis Co.
(1999) 69 Cal.App.4th 962, 971.)
Third, some statutes, notably the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. § 9601 et seq.) (CERCLA), impose
liability upon successor corporations without regard to contract. (SmithKline
Beecham Corp. v. Rohm and Haas Co. (3d Cir. 1996) 89 F.3d 154, 163.) No such
statute applies to this case.
Thus, Henkel, the buyer of Amchem No. 2, is not liable by operation of law
for injuries caused by defective products marketed by Amchem No. 1. Amchem
No. 2, however, assumed by contract the liabilities of Amchem No. 1 relating to
the metallic chemical business. When Henkel later bought all the stock of
Amchem No. 2, that transaction did not change the status of Amchem No. 2 as a
legal entity, so Amchem No. 2 continued to be responsible for those liabilities.
The later merger of Henkel and Amchem No. 2 left Henkel, as the surviving
corporation, responsible for the liabilities of Amchem No. 2, and through it those
of Amchem No. 1 relating to the metallic chemical product line.
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Amchem No. 2 also acquired the assets of Amchem No. 1 relating to the
metallic chemical business, and it continued to own those assets after Henkel
acquired all of Amchem No. 2’s stock. (See National American Ins. Co. v.
Jamison Agency, Inc. (8th Cir. 1974) 501 F.2d 1125, 1127.) Henkel later acquired
the assets of Amchem No. 2 by merger. Henkel’s rights to any insurance policy
benefits, therefore, are those of Amchem No. 2, and depend on the terms of the
1979 contract by which Amchem No. 2 acquired the assets of Amchem No. 1.
Three Court of Appeal decisions, although distinguishable from the case here
on other grounds, confirm that the rights of a successor corporation in a case such
as this depend upon contract. Oliver Machinery Co. v. United States Fid. & Guar.
Co. (1986) 187 Cal.App.3d 1510 (Oliver) involved the reverse situation in which
the distributor for a predecessor sought to take advantage of its successor’s
insurance policy. The Court of Appeal in that case rejected the argument that the
insurance policy should be construed to make coverage coextensive with liability
under Ray v. Alad Corp., supra, 19 Cal.3d 22; applying established principles for
construing insurance policies, it concluded that the policy did not cover the
distributor’s claim. Quemetco, supra, 24 Cal.App.4th 494, which involved
liability under CERCLA, relied on Oliver to hold that the right of a successor
company to the benefits of its predecessor’s policy likewise turned on the
interpretation of the contract. Similarly, General Accident, supra, 55 Cal.App.4th
at page 1454, which involved product-line liability under Ray v. Alad Corp.,
supra, 19 Cal.3d 22, agreed that the successor’s right to its predecessor’s
insurance policy depended on contract.
Plaintiff Henkel questions here whether the Court of Appeal decisions in
Quemetco and General Accident were correct insofar as they refused to allow a
successor to claim rights under its predecessor’s liability policies even though
liability had been imposed on the successor not through contract, but by operation
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of law. We perceive no conflict, however, in authority or principle over the rule
that when liability is assumed by contract, the successor’s rights are defined and
limited by that contract.
IV. ANY ASSIGNMENT OF THE BENEFITS AT ISSUE IS INEFFECTIVE BECAUSE
THE INSURERS DID NOT CONSENT
Whether or not Amchem No. 1 assigned any benefits under the liability
policies to Amchem No. 2, any such assignment would be invalid because it
lacked the insurer’s consent. Analysis of this issue must begin with the language
of the policies themselves, and in this case there is no dispute that each of the
policies contained clauses providing that there could be no “[a]ssignment of
interest under this policy” without the insurer’s consent endorsed on the policy.
Such clauses are generally valid and enforceable. (See Bergson v. Builders’ Ins.
Co. (1869) 38 Cal. 541, 545; Greco v. Oregon Mut. Fire Ins. Co. (1961) 191
Cal.App.2d 674, 682.)
Plaintiff Henkel does not claim that any insurer has executed a consent to
assignment, but argues on two grounds that under the circumstances here an
assignment does not require insurer consent. The first ground, that coverage
should follow liability when the liability is transferred by operation of law, fails
because, as we explained earlier, Henkel did not acquire the liabilities of Amchem
No. 1 by operation of law, but assumed those liabilities by contract. Henkel’s
second ground for arguing that insurer consent is not required is that under an
occurrence-based liability policy (see Montrose Chemical Corp. v. Admiral Ins.
Co. (1995) 10 Cal.4th 645, 689), policy benefits can be assigned without consent
once the event giving rise to liability has occurred.
“It is established that a provision in a contract or a rule of law against
assignment does not preclude the assignment of money due or to become due
under the contract [citations] or of money damages for the breach of the contract.”
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(Trubowitch v. Riverbank Canning Co. (1947) 30 Cal.2d 335, 339-340.) Cases
and commentators have applied this principle to the assignment of benefits under
an insurance policy. (See Westoil Terminals Co. v. Harbor Ins. Co. (1999) 73
Cal.App.4th 634, 641; Quemetco, supra, 24 Cal.App.4th at p. 502; Greco v.
Oregon Mut. Fire Ins. Co., supra, 191 Cal.App.2d at p. 682; Croskey et al., Cal.
Practice Guide: Insurance Litigation (The Rutter Group 2002) ¶ 7.431, p. 7A-
114.) But even if we apply the principle to liability policies, it does not bar
defendants from enforcing their restrictions on assignment in the case here.
In 1979, when Amchem No. 2 assumed the liabilities of Amchem No. 1, the
duty of defendant insurers to defend and indemnify Amchem No. 1 from the
claims of the Lockheed plaintiffs had not become an assignable chose in action.
Those claims had not been reduced to a sum of money due or to become due under
the policy. Defendants had not breached any duty to defend or indemnify
Amchem No. 1, so Amchem No. 1 could not assign any cause of action for breach
of such duty. (Compare Comunale v. Traders & General Ins. Co. (1958) 50
Cal.2d 645, 661-662, which upholds a assignment for wrongful failure to settle a
claim.) Consequently, Amchem No. 1 could not assign the right to defense and
indemnity against such claims without the insurers’ consent.
Nonetheless, Henkel contends we should permit assignment of claims such as
those brought by the Lockheed plaintiffs without insurer consent, because the
assignment would not place an additional risk (or burden) on the insurer that it did
not bargain to assume. According to Henkel, in this case there is no additional
risk because the injury occurred before the assignment and the assignment does
not affect either liability or policy limits. (Northern Insurance, supra, 925 F.2d at
p. 1358.) Even assuming enforcement of the no consent clause requires a showing
of additional burden or risk on the insurer, Henkel cannot prevail. An additional
burden may arise whenever the predecessor corporation still exists or can be
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revived (see Penasquitos, Inc. v. Superior Court, supra, 53 Cal.3d 1180), because
of the ubiquitous potential for disputes over the existence and scope of the
assignment. If both assignor and assignee were to claim the right to defense, the
insurer might effectively be forced to undertake the burden of defending both
parties. In view of the potential for such increased burdens, it is reasonable to
uphold the insurer’s contractual right to accept or reject an assignment.
Recognizing this problem, Henkel argues that under the peculiar facts of this
case the insurers face no such dual burden. Henkel points out that when the
Lockheed plaintiffs’ lawsuit against Rhone Poulenc was dismissed, Henkel, the
buyer of Amchem No. 2, was the only remaining entity facing potential liability
for toxic injuries to Lockheed employees caused by the metallic chemical products
of Amchem No. 1.
Nevertheless, if the Lockheed plaintiffs had refused to dismiss their suit
against Rhone Poulenc, defendants would have faced the dilemma whether to
defend Rhone Poulenc, Henkel, or both. The Lockheed plaintiffs’ decision to
proceed only against Henkel, the buyer of Amchem No. 2, and not against both
Henkel and Rhone Poulenc, should not affect Henkel’s right, if any, to the
coverage benefits of Amchem No. 1’s liability insurance policies. Those rights
arise from and were fixed by contract —the 1979 contract by which Amchem No.
2 acquired the metallic chemical business from Amchem No. 1, the 1980 contract
in which Henkel acquired the metallic chemical business by purchasing Amchem
No. 2, and the insurance policies, including their “no assignment” provisions —
and those rights do not rise or fall on the tactical decisions of tort plaintiffs.
In sum, Henkel does not demonstrate entitlement to the benefits of the
liability policies at issue. This case is not analogous to those circumstances under
which an assignment without the insurer’s consent has been upheld: (1) when at
the time of the assignment the benefit has been reduced to a claim for money due
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or to become due, or (2) when at the time of the assignment the insurer
has breached a duty to the insured, and the assignment is of a cause of action to
recover damages for that breach. The assignment in this case does not fall within
either category.

V. HENKEL HAS NOT SHOWN THAT IT IS ENTITLED TO REIMBURSEMENT
BECAUSE IT DEFENDED AND SETTLED A CLAIM AGAINST AMCHEM NO. I
Plaintiff Henkel argues that even if it did not acquire the insurance benefits at
issue here by assignment, it is nevertheless entitled to reimbursement of defense
and settlement costs connected to the Lockheed litigation. Henkel claims that
having defended and settled the Lockheed case on behalf of “Amchem Products,
Inc.,” it is entitled to the protection of the Amchem Products’ insurance coverage
retained by Union Carbide. Henkel’s argument confuses Amchem No. 1 and
Amchem No. 2. As the corporate successor of Amchem No. 2, Henkel could
defend and settle on behalf of that entity, but such action would entitle it only to
the policy benefits acquired by Amchem No. 2. Henkel is not the corporate
successor to Amchem No. 1, and therefore had no right to settle or defend a suit
against Amchem No. 1 without the latter’s consent.
DISPOSITION
The judgment of the Court of Appeal is reversed.
KENNARD,
J.
WE CONCUR:
GEORGE, C. J.
BAXTER, J.
WERDEGAR, J.
BROWN, J.
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ORTEGA, J.*

*
Associate Justice of the Court of Appeal, Second Appellate District,
Division One, assigned by the Chief Justice pursuant to article VI, section 6 of the
California Constitution.

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DISSENTING OPINION BY MORENO, J.
I dissent. The majority’s decision is contrary to well-settled law and
provides an unfair windfall to insurers. The majority’s holding allows an insurer
to avoid its obligations on hosts of existing claims by refusing to consent to an
assignment of policy benefits if the insured business has been sold. That is not the
law. Instead, the rule is that the right to recover under a policy after a loss has
occurred is an asset assignable separate from the policy itself. After a loss, the
policy benefits can be assigned without insurer consent, the no-assignment clause
notwithstanding. (Greco v. Oregon Mut. Fire Ins. Co. (1961) 191 Cal.App.2d
674, 682-684 (Greco).)
I.
“While the general rule regards liability and indemnity policies as non-
assignable personal contracts, assignment is valid following occurrence of the loss
insured against and is then regarded as chose in action rather than transfer of
actual policy.” (2 Couch on Insurance (3d ed. 1997) § 34:25, p. 34-21.) This rule
has been long-recognized by courts of this state. Over 40 years ago, the Court of
Appeal in Greco stated that “it is settled that the right to recover . . . after loss has
occurred is assignable without [insurance] company consent.” (Greco, supra, 191
Cal.App.2d at p. 682, citing Comunale v. Traders & General Ins. Co. (1958) 50
Cal.2d 654, 661-662 [“it is well settled that [a no-assignment clause] does not
preclude the transfer of a cause of action for damages for breach of a contract”].)
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The holding in Greco was reaffirmed more recently by the Court of Appeal in
Westoil Terminals Co. v. Harbor Ins. Co. (1999) 73 Cal.App.4th 634, 641
(Westoil), which stated that Greco “allows for an exception to that rule [that an
insurer must consent to assignment] where a loss has already occurred.” (See also
University of Judaism v. Transamerica Ins. Co. (1976) 61 Cal.App.3d 937, 942.)
In addition, courts of other states have agreed that an insured can assign the
right to recover for pretransfer injuries without the insurer’s consent,
notwithstanding a no-assignment clause. (See, e.g., Imperial Enterprises, Inc. v.
Fireman’s Fund Ins. Co. (5th Cir. 1976) 535 F.2d 287, 293 [“the no-assignment
clause should not be applied ritualistically and mechanically to forfeit coverage in
these circumstances”]; Ocean Accident & Guar. Corp. v. Southwestern B. Tel. Co.
(8th Cir. 1939) 100 F.2d 441, 444-445; B.S.B. Diversified Co. v. American
Motorists Ins. (W.D.Wash. 1996) 947 F.Supp. 1476, 1479 [“Even with an anti-
assignment clause in an insurance policy, Washington law recognizes an
assignment of coverage for an event or activities preceding assignment”]; Gopher
Oil v. American Hardware (Minn.Ct.App. 1999) 588 N.W.2d 756, 763 [“[w]hen
events giving rise to an insurer’s liability have already occurred, the insurer’s risk
is not increased by a change in the insured’s identity”].)
The majority narrows this long-standing rule permitting assignment after
the occurrence of a loss by stating that assignment is only valid when a claim
against the policy has been “reduced to a sum of money due or to become due
under the policy.” (Maj. opn., ante, at p. 10.) The majority concludes that the
policy benefits at issue here “had not become an assignable chose in action” at the
time of the transfer of the metallic chemicals business from Amchem No. 1 to
Amchem No. 2, and therefore the right to recover under the policy could not be
assigned without the consent of the insurers. (Maj. opn., ante, at p. 10.)
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It is unclear from what source the majority’s novel conclusion is derived.
The majority cites the Court of Appeal decisions in Westoil, supra, 73 Cal.App.4th
at page 642, and Greco, supra, 191 Cal.App.2d at page 682, for the proposition
that benefits under an insurance policy can be assigned notwithstanding a
contractual provision barring the assignment of such benefits. Yet the majority
ignores the actual rule articulated in these cases, that an insured can assign policy
benefits once the loss insured against has occurred.
The majority’s abandonment of the general rule that “assignment is valid
following occurrence of the loss insured against and is then regarded as chose in
action rather than transfer of actual policy” seems predicated on a misconception
of when a party has a “chose in action.” (2 Couch on Insurance, supra, at p. 34-
21.) The majority equates a chose in action with a claim that has been reduced to
a sum of money due or to become due. Under the majority’s view, it seems that a
party must file a claim, and this claim must result in a legal finding of liability, for
a chose in action to lie.
A chose in action, however, is not necessarily a claim that has been reduced
to a sum of money; it is much broader. In California, a chose in action, also
known as a “thing in action,” is statutorily defined as “a right to recover money or
other personal property by a judicial proceeding.” (Civ. Code, § 953.) (See
Black’s Law Dict. (7th ed. 1999) p. 234 [defining “chose in action” as “[t]he right
to bring an action to recover a debt, money, or thing”].) A claim need not have
been filed, or a judicial determination made, for there to be a chose in action.
Instead, only a right to recover need exist. (See, e.g., Krusi v. S.J. Amoroso
Construction Co., Inc. (2000) 81 Cal.App.4th 995, 1003 [equating a chose in
action with a right to bring a lawsuit].)
As explained below, under the policies at issue in this case, a chose in
action is established on the date of the injury, which is when the loss occurs.
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Therefore, the policy benefits become assignable without the consent of the
insurer on the date of the injury, not, as the majority contends, when a claim for
this injury has been reduced to a sum of money due or to become due.
II.
The insurance contracts at issue in this case are occurrence-based contracts.
In Montrose Chemical Corp. v. Admiral Ins. Co. (1995) 10 Cal.4th 645
(Montrose), we held that for occurrence-based insurance contracts, “coverage is
triggered by damage or injury occurring during the policy period.” (Id. at p. 669.)
After coverage is triggered, the insurer owes a duty of defense and indemnification
under the policy upon the assertion of such claims. It does not matter whether or
not the claims are actually asserted during the policy period. So long as the
injury-causing event has occurred during the policy period, coverage is triggered,
and a loss has occurred.
In continuous injury cases, such as here, the insured’s actions result in
claims of continuing or progressively deteriorating bodily injury or property
damage. As we said in Montrose, “bodily injury and property damage which is
continuous or progressively deteriorating throughout several policy periods is
potentially covered by all policies in effect during those periods.” (Montrose,
supra, 10 Cal.4th at p. 689.) As we later explained in Aerojet-General Corp. v.
Transport Indemnity Co. (1997) 17 Cal.4th 38, 57 (Aerojet), “[i]n other words, if
specified harm is caused by an included occurrence and results, at least in part,
within the policy period, it perdures to all points of time at which some such harm
results thereafter.”
In the present case, the claims under the policy are based on injuries to the
Lockheed plaintiffs arising from exposure to metallic chemicals during the period
between 1959 and 1976. During this period, defendant insurers received
premiums to insure against injuries caused by Amchem’s metallic chemical
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business. Under our holding in Montrose, and reaffirmed in Aerojet, since the
injuries occurred during the policy period, coverage for these injuries is triggered,
and the loss insured against has occurred. (Montrose, supra, 10 Cal.4th at p. 669.)
Given this settled law, is unclear how the majority’s understanding that the
policy benefits are assignable only after they are reduced to a monetary sum can
be reconciled with Montrose. (Montrose, supra, 10 Cal.4th at p. 669.) The
majority mentions Montrose only once, in characterizing Henkel’s argument. (See
maj. opn., ante, at p. 9.) In determining that the policy benefits at issue in this
case were not assignable because the claims had not been reduced to a monetary
sum, the majority makes no mention of this controlling case. Yet Montrose makes
clear that an insurer’s coverage liability under an occurrence-based policy is
determined as of the date of the claimant’s loss or injury, irrespective of when the
claim is asserted and reduced to a monetary sum. (Montrose, at p. 669.) This rule
is especially important in a continuous injury case, because often a claim for such
an injury will not be filed until the policy period that was in effect at the time of
the injury has ended.
If the majority’s conclusion is applied beyond the assignment context, an
insurer could avoid its obligations even if the policy benefits had not been
transferred to another party. For example, suppose an insurer covered Company A
from 1990 until 2000. In 1998, Plaintiff is injured by Company A. In 2001,
Plaintiff sues Company A to recover for her injury (and the suit is brought within
the relevant statute of limitations period). The insurer can argue that Plaintiff’s
injury was not covered by the policy, since the claim was not reduced to a
monetary sum, and therefore, according to the majority, the right to recover under
the policy did not exist until after the policy had expired.
Clearly, this result would contravene the purpose of an occurrence-based
policy. For these policies, coverage is established on the date of the event causing
5

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the injury. (Montrose, supra, 10 Cal.4th at p. 669.) Therefore, when the injury-
causing event occurs during the policy period, the loss has occurred, a chose in
action is established, and the right to recover under that policy is assignable
without insurer consent. (Greco, supra, 191 Cal.App.2d at p. 682.)
III.
The rule permitting assignment of the right to recover for injuries occurring
prior to the transfer is consistent with the purpose of a no-assignment clause. In
interpreting an insurance contract, courts “read[] the policy’s ‘language in context
with regard to its intended function in the policy.’ ” (Galanty v. Paul Revere Live
Ins. Co. (2000) 23 Cal.4th 368, 374, citing Bank of the West v. Superior Court
(1992) 2 Cal.4th 1254, 1264-1265.) “The purpose of a no assignment clause is to
protect the insurer from increased liability, and after events giving rise to the
insurer’s liability have occurred, the insurer’s risk cannot be increased by a change
in the insured’s identity.” (3 Couch on Insurance (3d ed. 1995) § 35:7; id. (2002
supp.) § 35:7, p. 2.) Thus, allowing assignment of pretransfer benefits neither
increases the insurer’s risk nor alters the insurer’s defense burden.
The risk insured against does not increase because the insurer’s duty to
defend and indemnify relates to an injury or damage which was suffered by the
claimant prior to the assignment of benefits to a successor corporation. As the
court stated in Northern Ins. Co. of New York v. Allied Mut. Ins. (9th Cir. 1992)
955 F.2d 1353, 1358 (Northern Insurance): “[T]he rationale for honoring ‘no
assignment’ clauses vanishes when liability arises from presale activity.
[Citation.] Insurers take account of the nature of the insured when issuing a
policy. Risk characteristics of the insured determine whether the insurers will
provide coverage, and at what rate. An assignment could alter drastically the
insurer’s exposure depending on the nature of the new insured. ‘No assignment’
clauses protect against any such unforeseen increase in risk. When the loss occurs
6

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before the transfer, however, the characteristics of the successor are of little
importance: regardless of any transfer the insurer still covers only the risk it
evaluated when it wrote the policy.” (See also Westoil, supra, 73 Cal.App.4th at
p. 642 [finding that where the loss occurred during the policy period and the
assignment occurred after the loss, “any transfer of the policies . . . did not in any
fashion increase the risk to respondents”].)
In addition, the assignment of the right to recover for an injury occurring
prior to the transfer does not necessarily change the nature of the burden on the
insurer. As the Northern Insurance court stated: “The nature of the risk, rather
than the particular characteristics of the defendant, will have the greater effect on
defense costs. The extent and character of the defense will turn on the nature of
the product itself and the attributes of the firm that manufactured the product.
Aspects of the successor firm could affect the defense, but the shape of the defense
will be determined largely by the characteristics of the risk originally insured.
Admittedly, defense costs could balloon if the successor firm failed to cooperate in
the defense. Inasmuch as the successor firm was not a party to the original policy,
the risk of noncooperation arguably increases. Yet, the insurer is protected against
this risk because it is freed of its defense obligation if the successor firm does not
fulfill its duty to aid in the defense.” (Northern Insurance, supra, 955 F.2d at p.
1358.)
The majority argues that the insurer may face an additional burden if the
predecessor corporation still exists or can be revived, because an assignment of the
right to recover for a presale injury could obligate the insurer to defend both the
predecessor and the successor. (See maj. opn., ante, at p. 10.) This is not the case.
If a predecessor corporation assigns its insurance policy rights to a successor
corporation, the insurer’s legal obligations would run only to the successor. (See
Westoil, supra, 73 Cal.App.4th at p. 642.) In addition, if there is any dispute about
7

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whether or not the right to recover under a policy was assigned to the successor, it
can be resolved through a request for declaratory relief, which can be made before
the insurance company fulfils any defense obligations. Once the issue of
assignment is determined, the insurer’s obligations will be clear and the insurer
will not be forced to defend both parties. Thus, an assignment of the right to
recover for presale occurrences imposes no new contractual burden on an insurer;
the insurer need only defend a single party, the assignee, and only with respect to a
risk that it has already agreed, and been paid, to cover.
IV.
The majority’s holding allows insurers to secure a unfair windfall. The
Lockheed plaintiffs alleged that their injuries were caused by exposure to metallic
chemicals manufactured by Amchem and occurred during the time in which the
policies issued by defendant insurers were in effect. The insurers in this case had
received premiums to insure against these types of injuries. Yet under the
majority’s holding, the insurers will owe no coverage to any party for a risk they
promised to insure against and for which they were paid an agreed premium.
Moreover, the majority’s conclusion could restrict corporate restructuring,
reorganization, merger, or sale. If an insurance policy contains a no-assignment
clause, an insured is barred from assigning the benefits of presale insurance
coverage unless a claim has been reduced to a monetary sum, or unless the insurer
had breached a duty at the time of assignment. Under the majority’s decision, a
predecessor company cannot assign the right to recover for presale injuries that
have occurred, but for which no claim has yet been brought, without the consent
of the insurer. Yet under our prior case law, liability for presale injuries that have
occurred, but for which no claim has been brought, can be transferred to the
successor company. (Ray v. Alad Corp. (1977) 19 Cal.3d 22, 28.) Even if a
successor corporation does not expressly assume the liabilities of its predecessor
8

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by contract, as in this case, the successor corporation is still subject to the risk of
being sued for the pretransfer torts of a predecessor. This is because liability can,
in some cases, be imposed on the successor company as a matter of law, even in
the face of a contractual provision excluding the assumption of liability for presale
torts. (See Ray, supra, 19 Cal.3d at p. 31.)
A successor company would not be inclined to assume this risk of liability
for the torts of a predecessor without also receiving the benefits of the
predecessor’s insurance coverage for presale occurrences. It is highly unlikely
that a successor company would be able to obtain insurance coverage for injuries
that have already occurred before the successor’s acquisition of the business.
Therefore, the only realistic way in which a successor corporation can obtain
insurance coverage for the torts of its predecessor is if the predecessor is able to
assign its insurance coverage benefits to the successor. The majority’s decision,
however, allows insurance companies the ability to veto this necessary assignment
of benefits by inserting a no-assignment clause into the insurance policy. Such a
rule will have the effect of inhibiting corporate reorganization or sale.
V.
Mergers, sales, and corporate restructurings are commonplace. They
should not, in themselves, serve to destroy an insured’s rights to coverage for
activities that occurred prior to the merger, sale, or other transaction. Yet this is
what the majority concludes. By allowing insurers to veto the assignment of
benefits for which coverage has been triggered, but for which a claim has not yet
been brought, insurers can retain the premiums paid by the insured while escaping
their coverage obligations.
An insurance contract is often an asymmetrical relationship: an insured
will have fully performed, paying premiums to the insurer, long before the insurer
is called on to perform at all. It makes no sense to say that any part of the
9

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insurer’s obligation is destroyed by transactions that have nothing to do with the
insured-against events or the insurer’s obligations. If the injuries for which a
claim is brought occur during the policy period, the insurer is obliged to cover the
injury, and the insured has a right to recover benefits from the insurer. Any
subsequent transfer of this right to recover has no effect on the insurer’s
contractual obligations. An insurer should not be able to evade these
responsibilities by inserting a no-assignment clause into the insurance contract.
Unlike the majority, I adhere to the rule, recognized by courts of this and other
states, that an insured can assign the right to recover for injuries occurring prior to
the transfer without obtaining the consent of the insurer. Therefore, I dissent.
MORENO, J.
10

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See next page for addresses and telephone numbers for counsel who argued in Supreme Court.

Name of Opinion Henkel Corporation v. Hartford Accident & Indemnity Company
__________________________________________________________________________________

Unpublished Opinion
Original Appeal
Original Proceeding
Review Granted

XXX 88 Cal.App.4th 876
Rehearing Granted

__________________________________________________________________________________

Opinion No.

S098242
Date Filed: February 3, 2003
__________________________________________________________________________________

Court:

Superior
County: Los Angeles
Judge: S. James Otero

__________________________________________________________________________________

Attorneys for Appellant:

Bergman, Wedner & Dacey, Bergman & Dacey, Gregory M. Bergman and Robert M. Mason III for
Plaintiff and Appellant.

Brobeck, Phleger & Harrison, Thomas M. Peterson and Brett M. Schuman for Western Mac Arthur
Company as Amicus Curiae on behalf of Plaintiff and Appellant.

Wiley, Rein & Fielding, Laura A. Foggan, John C. Yang; Sinnott, Dito, Moura & Puebla and Randy M.
Marmor for Insurance Environmental Litigation Association as Amicus Curiae on behalf of Plaintiff and
Appellant.

__________________________________________________________________________________

Attorneys for Respondent:

Mendes & Mount and Charles Carluccio for Defendant and Respondent Lloyd’s of London.

Kelley Drye & Warren, Cynthia S. Papsdorf, Laurie DeYoung, William C. Heck and Sarah L. Reid for
Defendant and Respondent Rhone-Poulenc, Inc.

Hogan & Hartson, Robert E. Postawko and Patrick F. Hofer for Defendant and Respondent Hartford
Accident and Indemnity Company.

Berman & Aiwasian and Alan S. Berman for Defendant and Respondent Century Indemnity Company.

Hancock Rothert & Bunshoft, Paul J. Killion and Mikel A. Glavinovich for London Market Insurers as
Amicus Curiae on behalf of Defendants and Respondents.

1

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Counsel who argued in Supreme Court (not intended for publication with opinion):

Robert M. Mason III
Bergman & Dacey
10880 Wilshire Boulevard, #900
Los Angeles, CA 90024
(310) 470-6110

William C. Heck
Kelley Drye & Warren
101 Park Avenue
New York, New York 10178
(212) 808-7800

Patrick F. Hofer
Hogan & Hartson
55 13th Street N.W.
Washington, D.C. 20004
(202) 637-5600

2

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Opinion Information

Date:	Docket Number:
Mon, 02/03/2003	S098242

Disposition
Feb 3 2003	Opinion: Reversed

Dockets
Jun 8 2001	2nd petition for review filed   counsel for resp Rhone-Poulenc, Inc.
Jun 11 2001	Petition for review filed   Respondents Century Indemnity Company and Hartford Accident and Indemnity Company (JOINT PETITION) (40N/UPS]
Jun 12 2001	Record requested
Jun 18 2001	Received Court of Appeal Record One Doghouse
Jun 29 2001	Answer to petition for review filed   appellant Henkel Corporation
Jun 29 2001	Request for Depublication (petition/rev. pending)   respondents: Century Indemnity Company & Hartford Accident and Indemnity Company
Jul 16 2001	Opposition filed   by counsel for appellant Henkel Corp. to request for depublication
Jul 18 2001	VPetition for Review Granted (civil case)   Votes: Geo, CJ., Ken, Bax, Wer, Chi and Brn, JJ,
Jul 23 2001	Received Court of Appeal record   2 doghouses
Jul 27 2001	Certification of interested entities or persons filed   from resp RHONE-POULENC INC.,
Aug 1 2001	Certification of interested entities or persons filed   respondent > Hartford Accident and Indemnity Company
Aug 2 2001	Certification of interested entities or persons filed   attorneys for resp Century Indemnity Company
Aug 7 2001	Application for Extension of Time filed   Joint application of petitioners Century Indemnity Company, Hartford Accident and Indemnity Company and Rhone-Poulenc, Inc. for 30 days to 9/17/2001, to file the opening brief on the merits. Okay to 9/17/2001 -- order prepared
Aug 8 2001	Extension of Time application Granted   Respondents Century Indemnity Company, Hartford Accident and Indemnity Company, and Rhone-Poulenc, Inc. to file their Opening Briefs on the Merits to and including 9/17/2001.
Sep 14 2001	Application for Extension of Time filed   respondent Hartford Accident & Indemnity Co. to file Opening Brief/Merits
Sep 17 2001	Opening brief on the merits filed   RHONE-POULENC, INC., as respondent
Sep 18 2001	Extension of Time application Granted   Joint application of respondents Century Indemnity Company and Hartford Accident and Indemnity Company to file their opening briefs on the merits to and including 10/8/2001.
Sep 27 2001	Application for Extension of Time filed   to file reply to informal response faxed sf
Sep 27 2001	Application for Extension of Time filed   to file answer brief on the merits appellant Henkel Corporation
Oct 9 2001	Opening brief on the merits filed   Respondents Hartford Accident and Indemnity Company and the Century Indemnity Company. JOINT OPENING BRIEF ON THE MERITS
Oct 9 2001	Extension of Time application Granted   appellant to and including 11/7/201, to file the answer brief on the merits.
Nov 5 2001	Application for Extension of Time filed [2nd request]   to file answer brief/merits Henkel Corp/applnt fax sf
Nov 9 2001	Extension of Time application Granted   appellant's answer brief/merits to and including 11/21/2001
Nov 20 2001	Answer brief on the merits filed   appellant Henkel Corporation
Dec 4 2001	Request for extension of time filed   jointly by Respondents Hartford Accident and Rhone-Poulenc to file their reply briefs on the merits to and including December 27, 2001.
Dec 7 2001	Extension of time granted   respondents Rhone-Poulenc, Century Indemnity Company and Hartford Accident and Indemnity Company to and including December 27, 2001, to file the reply brief on the merits
Dec 24 2001	Change of Address filed for:   Alan S. Berman, Berman & Aiwasian, 725 South Figueroa Street, Suite 1050, Los Angeles, CA. 90017, effective January 7, 2002. Telephone (213) 833,3200 Fax (213) 833-3231. Former address: 333 South Grand Avenue, Suite 3010, Los Angeles, CA 90071-1534 Telephone: (213)617-6100
Dec 27 2001	Reply brief filed (case not yet fully briefed)   by respondent Rhone-Poulenc, Inc.
Dec 28 2001	Reply brief filed (case fully briefed)   joint brief by respondents Century Indemnity Company and Hartford Accident & Indemnity Company
Jan 25 2002	Received application to file amicus curiae brief; with brief   Insurance Environmental Lirtigation Association in support of appellant
Jan 28 2002	Received application to file amicus curiae brief; with brief   London Market Insurers in support of respondent Hartford Accident and Indemnity Company and Century Indemnity Company
Jan 28 2002	Received application to file amicus curiae brief; with brief   Western Mac Arthur Company in support of appellant.
Jan 28 2002	Received application to file Amicus Curiae Brief   of United Policyholders in support of appellant Henkel Corp. (appln & brief under seperate cover)
Jan 30 2002	Received:   Notice of Errata re Reply Brief of Petitioner Rhone-Poulenc, Inc., now known as Aventis Cropscience USA Inc.
Feb 5 2002	Permission to file amicus curiae brief granted   Insurance Environmental Litigation Association in support of appellant. Answer by any party due within 20 days of the filing of the brief.
Feb 5 2002	Amicus Curiae Brief filed by:   Insurance Environmental Litigation Association in support of appellant.
Feb 5 2002	Permission to file amicus curiae brief granted   London Market Insurers in support of respondents Hartford Accident and Indemnity Company and Century Indemnity Company. Answer by any party is due within 20 days of the filing of the brief.
Feb 5 2002	Amicus Curiae Brief filed by:   London Market Insurers in support of Hartford Accident and Indemnity Company and Century Indemnity Company.
Feb 5 2002	Permission to file amicus curiae brief granted   United Policy Holders in support of appellant. Answer by any party is due within 20 days of the filing of the brief. [ Amicus brief ordered withdrawn 2/14,2002. Original returned to counsel. ]
Feb 5 2002	Amicus Curiae Brief filed by:   United Policy Holders in support of appellant.
Feb 5 2002	Permission to file amicus curiae brief granted   Western MacArthur Company in support of appellant. Answer by any party is due within 20 days of the filing of the brief.
Feb 5 2002	Amicus Curiae Brief filed by:   Western Arthur Company in support of appellant.
Feb 6 2002	Application to appear as counsel pro hac vice (granted case)   application of Patrick Hofer
Feb 8 2002	Received letter from:   counsel for amici United Policyholders to withdraw amicus brief filed earlier
Feb 14 2002	Order filed   The request of amicus United Policyholders to withdraw their application and amicus curiae brief is hereby granted.
Feb 25 2002	Application to appear as counsel pro hac vice granted   Patrick F. Hofer of the State of Virginia to appear on behalf of respondent Hartford Accident and Indemnity Company. (See Cal. Rules of Court, rule 983.)
Feb 26 2002	Response to amicus curiae brief filed   appellant Henkel Corporation to ac brief of London Market Insurers [Rule 40N]
Feb 26 2002	Response to amicus curiae brief filed   appellant Henkel Corporation to ac brief of Insurance Environmental Litigation Association [Rule 40N]
Feb 26 2002	Response to amicus curiae brief filed   Joint Petitioners' Answer to the amicus curiae briefof Western Mac Arthur Company (40k/UPSnextday)
Mar 7 2002	Letter sent to:   Bill Johnson, Assistant Chief of Records, L.A.S.C. County Records Center, requesting for exhibits (not trial exhibits) contained in eight separate volumes in support of the declaration of Robert Mason III.
Mar 7 2002	Telephone conversation with:
Mar 19 2002	Received:   One box of exhibits in L.A.S.C. No. BC155209, Henkel v. Lloyds of London, of eight volumes in support of the declaration of Robert Mason III, which are not trial exhbits. Exhibits transmitted from Bill Johnson, Assistant Chief of Records, Los Angeles Superior Court County Records Center, 222 North Hill Street, Room 212, Los Angeles, CA 90012.
Mar 21 2002	Received application to file amicus curiae brief; with brief   "New Application" of United Policyholders; supporting appellant Henkel Corp., application and brief are herewith re-submitted by different firm >> earlier amicus application and brief were withdrawn due to conflict of interest issue.
Mar 25 2002	Received application to file Amicus Curiae Brief   from L.A. Office a new amicus application by United Poicyholders (supporting appellant) previously filed on 2/5/2002 was ordered withdrawn on 2/14/2002.
Mar 27 2002	Received:   Joint Petitioners' Opposition to New Application of United Policyholders 4/2/2002 -- received amended proof of service
Mar 27 2002	Application to file amicus curiae brief denied   The new application of United Policyholders to file brief as amicus curiae in support of appellant is denied as untimely. (See rule 29.3(c).)
Apr 10 2002	Received:   Applnt. Henkel Corp's. Response to Joint Petitioner's Answer/Brief; filed Feb 26th., to Amicus brief of Western Mac Arthur Company.
Apr 16 2002	Received:   from the L.A. Office letter from Bergman & Dacey dated 4/9/2002 requesting permission by Appellant Henkel to file Response to Joint Petitioners' Answer Brief to the Amicus Curiae Brief of Western MacArthur Company. [originals only received this date]
Apr 16 2002	Received:   Joint Petitioners' opposition to request by Henkel to file response brief.
Apr 22 2002	Order filed   The request of appellant to file its Response to Joint Petitioners' (respondents) Answer Brief to the Amicus Curiae Brief of Western MacArthur Company is denied. Returned original response to appellant Henkel's counsel, Bergman & Dacey, Inc. with a copy of the order.
Jul 9 2002	Application to appear as counsel pro hac vice (granted case)   attorney illiam C. Heck (declaration attached hereto) for Rhone-Poulenc, Inc., now known as Aventis CropScience USA, Inc.]
Jul 16 2002	Received:   amended p.o.s. re: Application of William C. Heck for admission pro hac vice.
Jul 17 2002	Note:   Order prepared -- prohac vice application of William C. Heck granted.
Jul 18 2002	Application to appear as counsel pro hac vice granted   William C. Heck of the State of New York to appear on behalf of respondent Rhone-Poulenc, Inc. now known as Aventis CorpScience USA, Inc. (See Cal. Rules of Court rule 983.)
Oct 2 2002	Case ordered on calendar   Tuesday, November 5, 2002 @ 2pm, (Sacramento)
Oct 15 2002	Filed:   Resps (Rhone-Poulenc and Hartford/Century) request to divide oral argument time.
Oct 25 2002	Order filed   Resps' request to allow two counsel to argue on behalf of resps is granted.
Oct 25 2002	Order filed   Resps' request granted to allocate 10 min oral argument time to resp Rhone-Poulenc and 20 min to resp Hartford.
Nov 5 2002	Cause argued and submitted
Feb 3 2003	Opinion filed: Judgment reversed   Majority Opinion by Kennard, J. -- joined by George, C. J., Baxter, Werdegar, Brown, JJ. and Ortega, J.* Dissenting Opinion by Moreno, J. * Assigned [Associate Justice of the Court of Appeal, Second Appellate District, Division One]
Mar 5 2003	Remittitur issued (civil case)
Mar 12 2003	Received:   Receipt for remittitur from CA2/3, signed for by M. Gavinski, Deputy.
May 28 2003	Exhibits returned   L.A.S.C. No. BC 155209, Henkel v. Lloyd's, consisting of eight (8) volumes, contained in one box. Box Addressed To: Bill Johnson, Assistant Chief of Records, Linda Lay, Records Supervisor, County Records Center, 222 North Hill Street, Room 212, Los Angeles, CA 90012.
May 28 2003	Letter sent to:   Bill Johnson, Assistant Chief of Records, L.A.S.C. returning exhibits. A second copy of letter was included with a return envelope for acknowledging receipt of exhibits.

Briefs
Sep 17 2001	Opening brief on the merits filed
Oct 9 2001	Opening brief on the merits filed
Nov 20 2001	Answer brief on the merits filed
Dec 27 2001	Reply brief filed (case not yet fully briefed)
Dec 28 2001	Reply brief filed (case fully briefed)
Feb 5 2002	Amicus Curiae Brief filed by:
Feb 5 2002	Amicus Curiae Brief filed by:
Feb 5 2002	Amicus Curiae Brief filed by:
Feb 5 2002	Amicus Curiae Brief filed by:
Feb 26 2002	Response to amicus curiae brief filed
Feb 26 2002	Response to amicus curiae brief filed
Feb 26 2002	Response to amicus curiae brief filed

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