Parker Hannifin Corp. v. Dayco Products, LLC

No. 05-3518
File Name: 06a0148n.06
Filed: February 24, 2006
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
PARKER HANNIFIN CORP.,
Plaintiff-Appellee,
v.
DAYCO PRODUCTS, LLC, et al.,
Defendants-Appellants.
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ON APPEAL FROM THE
UNITED STATES DISTRICT
COURT FOR THE NORTHERN
DISTRICT OF OHIO
Before: NELSON, SUHRHEINRICH, and GRIFFIN, Circuit Judges.
PER CURIAM. This is an appeal from a declaratory judgment involving the same
parties and the same asset purchase agreement that were before us in Parker Hannifin
Corporation v. Dayco Products, LLC., et al., 2005 U.S. App. Lexis 9779 (6th Cir. 2005)
(unpublished). There, as here, two issues were presented: (1) whether the district court
abused its discretion in denying a motion for change of venue pursuant to a mandatory forum
selection provision in the agreement, and (2) whether the district court erred in concluding
as a matter of law that the agreement did not make the purchaser answerable for product
liability claims relating to a line of business that had been discontinued years before the
agreement was entered into.
As to the first issue, we said in the prior case that although the forum selection clause
was a significant factor in the required calculus, the clause was not a dispositive factor. The

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No. 05-3518
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district court did not abuse its discretion in declining to grant the requested transfer, we held
in the earlier case, and no persuasive reason has been offered for our reaching the opposite
conclusion here.
As to the second issue, it has now been established that terminated lines of business
are not subsumed within the contractual phrase “business as currently conducted.” Liabilities
pertaining to the business as currently conducted are the only liabilities that the agreement
affirmatively commits the purchaser (Parker Hannifin) to assume. The seller (Dayco) points
out that the assumption undertaking also excepts liabilities retained by Dayco, and Dayco
argues that the agreement’s definition of “Retained Liabilities” creates an ambiguity with
respect to the discontinued product line at issue here that is sufficient to permit the
introduction of extrinsic evidence and thus bar the granting of summary judgment.
The district court considered this argument and rejected it. We fully agree with the
district court’s reasoning, and we AFFIRM the challenged judgment in all respects on the
strength of the district court’s opinion.

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