Case l:12-cv-01379-UNA Document 1-1 Filed 10/31/12 Page 5 of 48 PagelD #: 9

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY MAREMONT CORPORATION, Plaintiff, v. C.A. No. ACE PROPERTY & CASUALTY INSURANCE COMPANY (as successor in interest to Aetna Insurance Co.); AIU INSURANCE COMPANY; FEDERAL INSURANCE COMPANY; GREAT NORTHERN INSURANCE COMPANY; ST. PAUL MERCURY INSURANCE COMPANY; and ZURICH INSURANCE COMPANY, Defendants. TRIAL BY JURY OF TWELVE DEMANDED

COMPLAINT FOR DECLARATORY AND FURTHER RELIEF Plaintiff attorneys, for its Maremont complaint Corporation against the {"Maremont"), Defendants, by its

respectfully

alleges as follows: NATURE OF THE ACTION 1. to 10 Del. C. This is an action for a declaratory judgment pursuant 6501 et seq. , in which Plaintiff Maremont seeks to controversy between

have this Court determine a question of actual

Maremont and Defendants with respect to the rights and obligations of the parties under the comprehensive "Policies") umbrella sold and to excess liability former

insurance

policies

(the

Maremont's

corporate parent by the Defendant insurance companies.

2. establish the

Specifically, Defendants'

Maremont obligations

seeks to

declaration Maremont

to for

indemnify

Case l:12-cv-01379-UNA Document 1-1 Filed 10/31/12 Page 6 of 48 PagelD #: 10

defense costs and liability incurred in response to claims against Maremont brought by parties asserting liability for damages for bodily injury allegedly resulting from exposure or to asbestos or asbestos(the

containing

products

manufactured

distributed

by Maremont

"Asbestos Claims"). PARTIES 3. the laws of Plaintiff Maremont the State is a corporation organized under its principal place of

of Delaware, with

business in Troy, Michigan. 4. On information and belief, Defendant ACE Property &

Casualty Insurance Company ("ACE Property & Casualty") is an insurance company organized under the laws of the Commonwealth of Pennsylvania with its principal place of business in Philadelphia, Pennsylvania. On information and belief, ACE Property & Casualty is the successorin-interest to Aetna Insurance Company Aetna's obligations under an insurance ("Aetna"), and is liable for policy sold to Maremont's

former corporate parent. 5. Company On information and belief, Defendant AIU Insurance

("AIU") is an insurance company organized under the laws of

the state of New York with its principal place of business in New York, New York. 6. On information and belief, the Defendant Federal

Insurance Company ("Federal") is an insurance company organized under the laws of the state of Indiana with its principal place of business in Warren, New Jersey.

Case l:12-cv-01379-UNA Document 1-1 Filed 10/31/12 Page 7 of 48 PagelD #: 11

7.

On

information

and

belief,

the

Defendant

Great

Northern Insurance Company ("Great Northern") is an insurance company organized under the laws of the state of Indiana with its principal place of business in Warren, New Jersey. 8. On information and belief, the Defendant St. Paul

Mercury Insurance Company ("St. Paul Mercury") is an insurance company organized under the laws of the state of Connecticut with its

principal place of business in Hartford, Connecticut. 9. On information and belief, the Defendant Zurich

Insurance Company the laws

("Zurich") is an insurance company organized under with its principal place of business in

of Switzerland

Zurich, Switzerland. 10. All Defendants are, and at all relevant times were,

engaged in the business of selling umbrella and excess comprehensive general liability insurance policies, which provide products liability insurance to the insureds covered by those policies. JURISDICTION 11. each Defendant The Court has jurisdiction over this action because (i) is authorized to do business in the State of

Delaware; and/or within the time period relevant to the causes of action stated herein has transacted business within Delaware by, inter alia, obtaining authorization from the Insurance Commissioner of the

State of Delaware to sell insurance in Delaware, doing a series of acts in Delaware for the purpose of realizing pecuniary benefit,

contracting to supply services in Delaware, handling insurance claims in Delaware, or contracting to insure persons, property, assets, or

Case l:12-cv-01379-UNA Document 1-1 Filed 10/31/12 Page 8 of 48 PagelD #: 12

risks

located to

within Delaware; and/or the causes of action

(ii) within herein,

the time period has transacted

relevant

stated

business with citizens of Delaware by, inter alia, doing a series of acts for the purpose of realizing pecuniary benefit, contracting to supply services in Delaware, handling insurance claims in Delaware, and/or contracting to insure persons, property, assets, or risks

located within Delaware. FACTUAL BACKGROUND 12. Plaintiff Maremont traces its roots to Maremont

Automotive Products, inc. which was incorporated in Illinois in 1933. In 1979, Maremont changed its name to Maremont Corporation and

incorporated itself in Delaware.

Also in 1979, Alusuisse of America,

Inc., which also has been referred to as Schweizerische Aluminum A.G. and Swiss Aluminum, Limited (hereinafter referred to collectively as In In

"Swiss Aluminum"), acquired Maremont as a wholly-owned subsidiary. 1986, Arvin Industries acquired all outstanding stock of Maremont.

2000, Arvin Industries merged with Meritor Automotive, Inc. to form ArvinMeritor, Inc., the name of which was changed to Meritor, Inc. in 2011. Maremont is a wholly owned subsidiary or Meritor, Inc. today. 13. Swiss Aluminum, umbrella products On information and belief, each Defendant sold to

for valuable consideration, at least one excess or insurance claims, and policy covers 1, that one includes coverage for

liability liability

or more policy periods On information and

between September 1, 1981 and April

1986.

belief, Maremont is entitled to insurance coverage under each of those policies, either as a "Named Insured" or as an "Additional Insured."

Case l:12-cv-01379-UNA Document 1-1 Filed 10/31/12 Page 9 of 48 PagelD #: 13

On

information and belief, the

identity

of

the purchaser

of

each

policy, as well as the issuing insurer, the policy number, policy period, and, where known, the limits of liability, are set forth in the attached Exhibit A, and are hereby incorporated by reference. 14. On information and belief, certain of the policies

were underwritten, marketed, sold, or issued by AFIA, on behalf of its member insurance the companies, as indicated by the on "AFIA" Exhibit notation A. On

following

insurance

company

identified

information and belief, the former AFIA members that sold policies to Swiss Aluminum, i.e., Defendants Aetna, St. Paul Mercury, and Zurich, remain primarily liable for obligations to the insureds, including

Maremont, under those AFIA policies. 15. On information and belief, all of the Policies at

issue obligate the Defendants to pay all damages that Maremont becomes legally obligated to pay as a result of liability, incurred either through judgment or settlement, that is based upon allegations of

bodily injury that trigger the Defendants' Policies, arising out of a covered occurrence or occurrences. 16. In addition, on information and belief, under the

terms of all of Defendants' Policies, Defendants are obligated to pay all defense-related fees and costs, including attorneys' fees and

supplementary costs and expenses, incurred by Maremont in response to third-party claims that allege liabilities that are potentially

covered under the Defendants' Policies. 17. On information coverage and belief, each of the Defendants' Claims when Maremont's

Policies provides

for the Asbestos

Case l:12-cv-01379-UNA Document 1-1 Filed 10/31/12 Page 10 of 48 PagelD #: 14

defense fees and costs and liabilities ("ultimate net loss") reach the level of the attachment point of the Policy, or when the immediately underlying policy, if any, becomes unavailable to Maremont or its

limits of liability are exhausted.

In certain circumstances, when

loss arising from bodily injury that triggers the Policies at issue is not covered by the immediately underlying policy, the Policies at

issue provide coverage for the loss. 18. Maremont has been served with claims and has been

named as a defendant or co-defendant in thousands of Asbestos Claims filed in various federal and state courts across the United States. In those Asbestos Claims, the claimants have alleged bodily injury, sickness, exposure disease, to and/or or wrongful death resulting from alleged allegedly

asbestos

asbestos-containing

materials

manufactured, sold, or distributed by Maremont. the Asbestos Claims allege injuries

The vast majority of from exposure to

resulting

asbestos during part or all of the policy periods of the Defendants' Policies. The claimants in these Asbestos Claims seek substantial

damages from Maremont for their alleged asbestos-related conditions. Maremont anticipates that additional Asbestos Claims will be brought against Maremont in the future. 19. Maremont has incurred substantial sums to defend

against and pay for liability incurred in the Asbestos Claims. 20. As a result of the defense fees and costs and the

liability incurred by Maremont in the Asbestos Claims to date, the applicable limits of the liability insurance policies immediately

underlying the Defendants' Policies, if any, have been substantially

Case l:12-cv-01379-UNA Document 1-1 Filed 10/31/12 Page 11 of 48 PagelD #: 15

or fully paid or exhausted.

Maremont accordingly expects that its

losses arising from the Asbestos Claims either already have reached or shortly will reach the attachment points of all of the Defendants' Policies. 21. currently have As a result, on information and/or soon will have and belief, Defendants obligations to

contractual

indemnify Maremont

for its defense

fees and costs and liabilities

incurred in response to the Asbestos Claims. 22. On information and belief, all of the premiums for the

Defendants' Policies were paid and all other applicable conditions, if any, have been met, or are subject to waiver or estoppel. 23. Maremont has requested that the Defendants acknowledge

their contractual obligations, but all Defendants have failed and/or refused to acknowledge their contractual obligations (a) to indemnify

Maremont and (b) to defend Maremont, or to pay the costs of defending Maremont, against the Asbestos Claims, under the Policies at issue. CAUSE OF ACTION (FOR DECLARATORY JUDGMENT) 24. Paragraphs 1 through 23 of this Complaint are

incorporated by reference as if fully set forth herein. 25. Maremont The Defendants' Policies listed in Exhibit A provide

with insurance coverage for liability arising from bodily

injury during the periods of those Policies, including the liability alleged in the Asbestos Claims. 26. In addition, the Defendants' policies provide Maremont

with insurance coverage for defense fees and costs incurred in claims

Case l:12-cv-01379-UNA Document 1-1 Filed 10/31/12 Page 12 of 48 PagelD #: 16

such as the Asbestos Claims, which allege bodily injury during the periods of those policies. 27. acknowledge Defendants have refused, or threaten to refuse, to

their legal obligations to pay in full, to the extent

required by their Policies, defense fees and costs and liability that Maremont incurs in the Asbestos Claims. 28. justiciable Defendants As a result of the foregoing, between an actual Maremont under and and the

controversy regarding

presently

exists payment

Defendants'

obligations

Policies in connection with the Asbestos Claims. WHEREFORE, Maremont demands judgment in its favor and

against Defendants as follows: That the Court enter a declaratory judgment in favor of

Maremont and against each Defendant declaring that each Defendant is jointly and severally obligated, (a) to defend Maremont against

Asbestos Claims or to pay the costs of defending Maremont against Asbestos Claims alleging bodily injury that took place or could have taken place during its policy period upon the exhaustion of the

liability limits in the insurance policies immediately underlying each Policy, if any, or when the losses of Maremont reach the attachment point of each Policy, and (b) to indemnify Maremont for its liability in such Asbestos Claims upon the exhaustion of the liability limits in the insurance policies immediately underlying each Policy, if any, or when the losses of Maremont reach the attachment point of each Policy, and

Case l:12-cv-01379-UNA Document 1-1 Filed 10/31/12 Page 13 of 48 PagelD #: 17

That the Court award Maremont such other and further relief as it may deem just and proper, including attorneys' fees, prejudgment and post-judgment interest, and all costs incurred in bringing this action.

Of Counsel: Peter Kadzik Jason D. Wallach DICKSTEIN SHAPIRO LLP 182 5 Eye Street, NW Washington, DC 20 006 Telephone: (202) 420-2200

POTTER ANDERSON & C0RR00N LLP

4933) Hercules Plaza - Sixth Floor 1313 North Market Street Wilmington, DE 19801 Telephone: (302) 984-6000 Telefax: (302) 658-1192

Attorneys Maremont
Dated: October 5, 2012 1078018/39502

for Plaintiff Corporation

Case l:12-cv-01379-UNA

Document 1-1 Filed 10/31/12 Page 14 of 48 PagelD #: 18 EFiled: Oct 05 2012 12:03P Transaction ID 46825605 Case No. N12C-10-068 JRJ

EXHIBIT A

0:
in C D

POLICY NUMBER

EXfflBIT A TO COMPLAINT FOR DECALARATORY AND FURTHER RELIEF POLICY LIMITS INSURANCE (in Swiss Francs) POLICY PERIOD COMPANY

PURCHASER

SR 10007

9/1/81-12/31/82

290,000,000 100,000,000 P/O 200,000,000 XS 300,000,000 100,000,000 P/O 200,000,000 XS 300,000,000

Zurich Insurance Co.

Schweizerische Aluminum A.G. or Swiss Aluminum Ltd. or Alusuisse of America, Inc.

75-102-104

9/1/81-12/31/82

AIU Insurance Co.

Schweizerische Aluminum A.G. Schweizerische Aluminum A.G. or Swiss Aluminum Ltd. or Alusuisse of America, Inc. Swiss Aluminum Ltd. Schweizerische Aluminum A.G. or Swiss Aluminum Ltd. or Alusuisse of America, Inc. Schweizerische Aluminum A.G. Schweizerische Aluminum A.G. or Swiss Aluminum Ltd. or Alusuisse of America, Inc.

014-004 or XL 014-004 (82) 7129-96-33

9/1/81 -1/1/83

Aetna Insurance Co./AFIA Great Northern Insurance Co./AFIA

9/1/81 -1/1/83

SR 10007

12/31/82-12/31/83

290,000,000 100,000,000 P/O 200,000,000 XS 300,000,000 100,000,000 P/O 200,000,000 XS 300,000,000

Zurich

75-102255

12/31/82-12/31/83

AIU Insurance Co.

XL 014-007

1/1/83 -1/1/85

St. Paul Mercury/AFIA

CO

POLICY NUMBER (84) 7129-96-33 SR 10007

EXHIBIT A TO COMPLAINT FOR DECALARATORY AND FURTHER RELIEF POLICY LIMITS INSURANCE POLICY PERIOD (in Swiss Francs) COMPANY 1/1/83 -1/1/84 Great Northern Insurance Co./AFIA Zurich

PURCHASER

Swiss Aluminum Ltd. Schweizerische Aluminum A.G. or Swiss Aluminum Ltd. or Alusuisse of America, Inc. Schweizerische Aluminum A.G. Schweizerische Aluminum A.G. or Swiss Aluminum Ltd. or Alusuisse of America, Inc. Schweizerische Aluminum A.G. Schweizerische Aluminum A.G. or Swiss Aluminum Ltd. or Alusuisse of America, Inc.

12/31/83-12/31/84

290,000,000 100,000,000 P/O 200,000,000 XS 300,000,000 290,000,000 36,833,073 P/O 122,320,086 XS 300,000,000 52,500,000 P/O 122,320,086 XS 300,000,000 20,000,000 P/O 122,320,086 XS 290,000,000 10,208,248

77-101014

12/31/83-12/31/84

AIU Insurance Co.

SR 10007

1/1/85 -1/1/86

Zurich

77-100659

1/1/85 -1/1/86

AIU Insurance Co.

03 AET 12193 or 99 AET 12218

1/1/85 - 1/1/86

Aetna Insurance Co./AFIA

(86) 79285090

1/1/85 -1/1/86

Federal Insurance Co.

Schweizerische Aluminum A.G.

(86) 79285090

1/1/86-4/1/86

Federal Insurance Co.

Schweizerische Aluminum A.G.

o
EXHIBIT A TO COMPLAINT FOR DECALARATORY AND FURTHER RELIEF POLICY LIMITS INSURANCE POLICY PERIOD (in Swiss Francs) COMPANY 1/1/86-7/1/86 40,000,000 Zurich
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