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PENNSYLVANIA ENGINEERING CORPORATION AND LECTROMELT CORPORATION v. MCGRAW-EDISON COMPANY (04/29/83)

decided: April 29, 1983.

PENNSYLVANIA ENGINEERING CORPORATION AND LECTROMELT CORPORATION, APPELLANTS
v.
MCGRAW-EDISON COMPANY



No. 67 W.D. Appeal Dkt. 1982, Appeal from Order of Superior Court at No. 352 Pittsburgh 1980 ( Pa. Super. , 447 A.2d 650 (1982)), affirming order of Court of Common Pleas of Allegheny County, Civil Division, No. GD 77-16760

COUNSEL

Walter T. McGough, Gilbert J. Helwig, Anthony J. Basinski, Reed, Smith Shaw & McClay, Pittsburgh, for appellant.

C. Arthur Wilson, Jr., Eckert, Seamans, Cherin & Mellott, for McGraw-Edison Co.

Roberts, C.j., and Nix, Larsen, Flaherty, McDermott and Hutchinson, JJ. Zappala, J., did not participate in the consideration or decision of this case.

Author: Roberts

[ 500 Pa. Page 606]

OPINION OF THE COURT

This appeal presents the question of whether an indemnification agreement between appellee McGraw-Edison Company

[ 500 Pa. Page 607]

(McGraw) and appellant Pennsylvania Engineering Corporation (Pecor) requires Pecor to defend and indemnify McGraw in claims arising from McGraw's operation of its Lectromelt Furnace Division prior to the sale of Lectromelt's assets to Pecor. As did the Superior Court, we agree with the court of common pleas that the parties' clear intent in executing the indemnification agreement was to provide for the defense and indemnification of McGraw by Pecor in all such claims. Hence we affirm.

I

On September 26, 1967, McGraw and Pecor entered into a purchase and sale agreement for the assets of McGraw's Lectromelt Furnace Division, a manufacturer of specialized equipment for the steel industry, for a total purchase price of $2.7 million. In accordance with the terms of the agreement, Pecor formed a subsidiary corporation, Lectromelt Corporation, to which the assets of the Lectromelt Furnace Division were transferred.

The sale agreement provided in part that McGraw would assign to Pecor "any rights it may have under existing products liability insurance to the extent such rights are assignable" and that Pecor would assume McGraw's liabilities for "products warranties" ...


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