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IN THE STATE COURT OF GWINNETT COUNTY
STATE OF GEORGIA
VICTORIA LESLEY,
as Surviving Daughter of HEIDI LELSEY,
Deceased,
Plaintiff,
CIVIL ACTION
v.
FILE NO: 22-C-00475-S6
STELLANTIS N.V, FCA US LLC f/k/a
CHRYSLER GROUP LLC, MONICA
MANIRE, WE ARE LIVING PROOF INC.,
SOBER LIVING RECOVERY LLC,
THE PEP BOYS – MANNY, MOE & JACK
LLC, MADDOX TIRE AND SERVICE,
UNKOWN LEGAL ENTITY 1-4,
JANE DOE 1-4 and JOHN DOE 1-4,
Defendants.
ANSWER AND DEFENSES OF DEFENDANT FCA US LLC
COMES NOW FCA US LLC (“FCA US”), and respectfully shows as follows:
FIRST DEFENSE
This Complaint fails to state a claim upon which relief may be granted from this Defendant.
SECOND DEFENSE
Venue as to this Defendant may be improper.
THIRD DEFENSE
Jurisdiction over the person of this Defendant may be improper.
FOURTH DEFENSE
The subject product is not defective.
FIFTH DEFENSE
To the extent shown by the evidence, the defenses of product abuse, misuse, and/or
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alteration are asserted.
SIXTH DEFENSE
To the extent shown by the evidence, the defense of spoliation of evidence is asserted.
SEVENTH DEFENSE
At all times this Defendant was in the exercise of that degree of care required by law
therefore, Plaintiff may not recover of this Defendant.
EIGHTH DEFENSE
Plaintiff’s claimed injuries were not caused, contributed to, or enhanced by any act or
failure by this Defendant.
NINTH DEFENSE
To the extent shown by the evidence, Plaintiff may have failed to exercise ordinary care
for their own safety, assumed the risk of injury, failed to avoid the consequences of any alleged
act or failure to act of this Defendant, and/or may be barred from recovery due to negligence equal
or greater than this Defendant.
TENTH DEFENSE
Plaintiff’s damages may have been caused or contributed to by the acts or omissions of
other persons or entities.
ELEVENTH DEFENSE
Joint and several liability does not apply to Plaintiff’s claims pursuant to O.C.G.A. §§ 51-
12-31 and 51-12-33. This Defendant states that one or more nonparties may have caused or
contributed to the alleged damages of Plaintiff.
TWELFTH DEFENSE
No duty to warn was breached by this Defendant.
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THIRTEENTH DEFENSE
Plaintiff’s warning claims may be barred by the open and obvious defense.
FOURTEENTH DEFENSE
Plaintiff's claims may be barred by the doctrine of preemption.
FIFTEENTH DEFENSE
Plaintiff's claims may be barred by the doctrines of waiver, estoppel, laches and/or unclean
hands.
SIXTEENTH DEFENSE
Plaintiff’s claims may be barred, in whole or in part, due to failure to mitigate damages.
SEVENTEENTH DEFENSE
Plaintiff’s claims may be barred by the statute of repose, O.C.G.A. § 51-1-11.
EIGHTEENTH DEFENSE
Plaintiff’s claims, including their claims for wrongful death damages and claims that
FCA’s conduct was willful, reckless, or wanton, are barred by the Order (I) Authorizing the Sale
of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Interests, and
Encumbrances, (II) Authorizing the Assumption and Assignment of Certain Executory Contracts
and Unexpired Leases in Connection Therewith and Related Procedures and (III) Granting Related
Relief, In re Chrysler LLC, No. 09-50002 (Bankr. S.D.N.Y. 2009), ECF No. 3232 (attached hereto
as Exhibit A and incorporated herein by reference (the “Sale Order”)) and Stipulation and Agreed
Order Approving Amendment No. 4 to Master Transaction Agreement (attached hereto as Exhibit
B and incorporated herein by reference) of the United States Bankruptcy Court for the Southern
District of New York.
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NINETEENTH DEFENSE
Plaintiff’s claims, including their claims for wrongful death damages and claims that that
FCA’s conduct was willful, reckless, or wanton, are barred by the terms of the Master Transaction
Agreement of April 30, 2009, among Fiat S.p.A., New Carco Acquisition LLC, and Chrysler LLC,
as amended (attached hereto as Exhibit C and incorporated herein by reference (“the MTA”)) and
Amendment No. 4 to Master Transaction Agreement (attached hereto as Exhibit D and
incorporated herein by reference), because FCA US did not assume liability for such claims.
TWENTIETH DEFENSE
Any award of damages must be apportioned in accordance with O.C.G.A. § 51-12-33.
TWENTY-FIRST DEFENSE
The subject vehicle complied with all applicable standards and regulations, including but
not limited to those promulgated by the National Highway Traffic Safety Administration
(“NHTSA”).
TWENTY-SECOND DEFENSE
The subject vehicle conformed to the existing state of the art and industry standard at the
time it was designed and manufactured.
TWENTY-THIRD DEFENSE
This Defendant denies each and every material allegation made against it by Plaintiff and
demands strict proof thereof.
TWENTY-FOURTH DEFENSE
FCA US reserves the right to amend or supplement additional defenses based on
information learned during the course of this litigation.
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TWENTY-FIFTH DEFENSE
AND ANSWER
Responding to the specific allegations of the numbered paragraphs of Plaintiff’s
Complaint, FCA US further shows as follows:
Parties, Jurisdiction, Venue and Service of Process 1
1.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the factual allegations in Paragraph 1 of Plaintiff’s Complaint. Further,
Paragraph 1 of Plaintiff’s Complaint states numerous legal conclusions to which no response is
required. To the extent a response is nonetheless deemed required, FCA US denies the allegations
set forth in Paragraph 1 of Plaintiff’s Complaint and expressly denies that it is liable in any amount
for the damages Plaintiff seeks in this case.
2.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 2 of Plaintiff’s Complaint; therefore, Paragraph
2 stands denied.
3.
FCA US admits Stellantis N.V. is its parent company and is a separate and distinct legal
entity. FCA US denies the remaining allegations in Paragraph 3 of Plaintiff’s Complaint.
4.
FCA US denies the allegations in Paragraph 4 of Plaintiff’s Complaint.
5.
FCA US denies the allegations in Paragraph 5 of Plaintiff’s Complaint and specifically
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Plaintiff’s titles are being included for reference. FCA US does not adopt any allegations therein.
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denies that Stellantis has any role in the distribution of vehicles in the United States.
6.
FCA US admits that it is a limited liability company with its principal place of business in
Auburn Hills, Michigan and admits that it currently distributes vehicles in Georgia, but did not
exist at the time the subject vehicle was designed, manufactured, or distributed. FCA US further
admits that it maintains a registered agent in Georgia, The Corporation Company, 112 North Main
Street, Cumming, Georgia 30040, and can be served with process in Georgia through this
registered agent. FCA US denies the remaining allegations in Paragraph 6 of Plaintiff’s
Complaint.
7.
Responding to Paragraph 7 of Plaintiff’s Complaint, FCA US states that, in accordance
with the Sale Order (attached hereto as Exhibit A), Plaintiff’s claims are subject to the terms of the
MTA (attached hereto as Exhibit C). FCA US further admits that Amendment No. 4 to the MTA
(attached hereto as Exhibit D) was executed on October 29, 2009, and that, on November 19, 2009,
the Bankruptcy Court entered a Stipulation and Agreed Order Approving Amendment No. 4 to
Master Transaction Agreement (attached hereto as Exhibit B). FCA US denies the remaining
allegations in Paragraph 7 of Plaintiff’s Complaint and specifically denies that FCA US has
assumed liability for the wrongful death claims alleged in Plaintiff’s Complaint.
8.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 8 of Plaintiff’s Complaint; therefore, Paragraph
8 stands denied.
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9.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 9 of Plaintiff’s Complaint; therefore, Paragraph
9 stands denied.
10.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 10 of Plaintiff’s Complaint; therefore, Paragraph
10 stands denied.
11.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 11 of Plaintiff’s Complaint; therefore, Paragraph
11 stands denied.
12.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 12 of Plaintiff’s Complaint; therefore, Paragraph
12 stands denied.
13.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 13 of Plaintiff’s Complaint; therefore, Paragraph
13 stands denied.
14.
FCA US admits, upon information and belief, that the motor vehicle accident giving rise
to Plaintiff’s Complaint occurred in Gwinnett County. However, FCA US denies that it is “deemed
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to reside” in Gwinnett County and further denies that venue as to FCA US is proper in Gwinnett
County. FCA US states that it is without knowledge or information sufficient to form a belief as
to the truth or falsity of the remaining allegations in Paragraph 14 of Plaintiff’s Complaint;
therefore, the remaining allegations stand denied.
15.
FCA US admits, upon information and belief, that complete diversity of citizenship of the
parties is lacking. However, FCA US denies the remaining allegations in Paragraph 15 of
Plaintiff’s Complaint, as a United States District Court may have jurisdiction over this matter
pursuant to 28 U.S.C. § 1334(b) because Plaintiff’s claims necessarily require interpretation of the
Sale Order (Exhibit A).
16.
FCA US denies the allegations in Paragraph 16 of Plaintiff’s Complaint as stated.
17.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 17 of Plaintiff’s Complaint; therefore, Paragraph
17 stands denied.
18.
FCA US denies the allegations in Paragraph 18 of Plaintiff’s Complaint as stated.
19.
FCA US denies the allegations in Paragraph 19 of Plaintiff’s Complaint directed at it.
20.
FCA US denies the allegations in Paragraph 20 of Plaintiff’s Complaint.
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21.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 21 of Plaintiff’s Complaint; therefore, Paragraph
21 stands denied.
Statement of the Facts
22.
FCA US denies that it designed, engineered, manufactured, marketed, monitored, or sold
the 2002 Dodge Ram B3500, VIN No. 2B7KB31Z82K134919. FCA US is without knowledge or
information sufficient to form a belief as to the truth or falsity of the remaining allegations in
Paragraph 22 of Plaintiff’s Complaint; therefore, the remaining allegations stand denied.
23.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 23 of Plaintiff’s Complaint; therefore, Paragraph
23 stands denied.
24.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 24 of Plaintiff’s Complaint; therefore, Paragraph
24 stands denied.
25.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 25 of Plaintiff’s Complaint; therefore, Paragraph
25 stands denied.
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26.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 26 of Plaintiff’s Complaint; therefore, Paragraph
26 stands denied.
27.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 27 of Plaintiff’s Complaint; therefore, Paragraph
27 stands denied.
28.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 28 of Plaintiff’s Complaint; therefore, Paragraph
28 stands denied.
29.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 29 of Plaintiff’s Complaint; therefore, Paragraph
29 stands denied.
30.
FCA US denies that the 2002 Dodge Ram B3500 has “inherent instability”. FCA US states
that it is without knowledge or information sufficient to form a belief as to the truth or falsity of
the remaining allegations in Paragraph 30 of Plaintiff’s Complaint; therefore, the remaining
allegations stand denied.
31.
FCA US denies the allegations in Paragraph 31 of Plaintiff’s Complaint directed at it.
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COUNT ONE
(Negligence of Defendant Manire)
32.
FCA US restates and incorporates herein by reference its previously stated responses to
Paragraphs 1-31 of Plaintiff's Complaint, and its Defenses.
33.
FCA US denies that the 2002 Dodge Ram B3500 has a “dangerous and unstable design”
and further denies that the 2002 Dodge Ram B3500’s design “primarily caused the incident”. FCA
US states that it is without knowledge or information sufficient to form a belief as to the truth or
falsity of the remaining allegations in Paragraph 33 of Plaintiff’s Complaint.
34.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 34 of Plaintiff’s Complaint.
COUNT TWO
(Negligence of Defendants Stellantis and Chrysler)
35.
FCA US restates and incorporates herein by reference its previously stated responses to
Paragraphs 1-34 of Plaintiff's Complaint, and its Defenses. FCA US further states that it answers
only for itself, and not for Stellantis N.V., which has been improperly pled as a defendant in this
case.
36.
Responding to Paragraph 36 of Plaintiff’s Complaint, FCA US states that the paragraph
asserts legal conclusions as to which no response is required. To the extent Paragraph 36 of
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Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of
wrongdoing against FCA US, FCA US denies all such allegations.
37.
FCA US denies the allegations contained in Paragraph 37 of Plaintiff’s Complaint,
including subparts (a) through (q) directed at it.
38.
FCA US denies the allegations contained in Paragraph 38 of Plaintiff’s Complaint directed
at it and specifically denies it designed, tested, manufactured, inspected, marketed, distributed, or
sold the 2002 Dodge Ram B3500, VIN No. 2B7KB31Z82K134919.
39.
FCA US denies the allegations in Paragraph 39 of Plaintiff’s Complaint directed at it.
COUNT THREE
(Failure to Warn by Defendants Stellantis and Chrysler)
40.
FCA US restates and incorporates herein by reference its previously stated responses to
Paragraphs 1-39 of Plaintiff's Complaint, and its Defenses. FCA US further states that it answers
only for itself, and not for Stellantis N.V., which has been improperly pled as a defendant in this
case.
41.
Responding to Paragraph 41 of Plaintiff’s Complaint, FCA US states that the paragraph
asserts legal conclusions as to which no response is required. To the extent Paragraph 41 of
Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of
wrongdoing against FCA US, FCA US denies all such allegations.
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42.
FCA US denies the allegations contained in Paragraph 42 of Plaintiff’s Complaint directed
at it and specifically denies it designed, marketed, distributed, sold, or placed the 2002 Dodge Ram
B3500, VIN No. 2B7KB31Z82K134919 into the stream of commerce.
43.
FCA US denies the allegations in Paragraph 43 of Plaintiff’s Complaint directed at it.
COUNT FOUR
(Agency Defendant – Defendants WALP and Sober Living)
44.
FCA US restates and incorporates herein by reference its previously stated responses to
Paragraphs 1-43 of Plaintiff's Complaint, and its Defenses.
45.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 45 of Plaintiff’s Complaint.
46.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 46 of Plaintiff’s Complaint.
COUNT FIVE
(Negligence and Failure to Warn of Defendant Maddox Tire)
47.
FCA US restates and incorporates herein by reference its previously stated responses to
Paragraphs 1-46 of Plaintiff's Complaint, and its Defenses.
48.
Responding to Paragraph 48 of Plaintiff’s Complaint, FCA US states that the paragraph
asserts legal conclusions as to which no response is required. To the extent Paragraph 48 of
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Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of
wrongdoing against FCA US, FCA US denies all such allegations.
49.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 49 of Plaintiff’s Complaint.
50.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 50 of Plaintiff’s Complaint.
51.
The allegations in Paragraph 51 of Plaintiff’s Complaint, including sub paragraphs a
through c, are directed at a defendant other than FCA US, and therefore, do not call for a response
from FCA US. To the extent Paragraph 51 of Plaintiff’s Complaint is deemed to contain any
substantive allegations or suggestions of wrongdoing as against FCA US, FCA US denies all such
allegations.
52.
The allegations in Paragraph 52 of Plaintiff’s Complaint are directed at a defendant other
than FCA US, and therefore, do not call for a response from FCA US. To the extent Paragraph 52
of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of
wrongdoing as against FCA US, FCA US denies all such allegations.
53.
The allegations in Paragraph 53 of Plaintiff’s Complaint are directed at a defendant other
than FCA US, and therefore, do not call for a response from FCA US. To the extent Paragraph 53
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of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of
wrongdoing as against FCA US, FCA US denies all such allegations.
COUNT SIX
(Negligence and Failure to Warn of Defendant Pep Boys)
54.
FCA US restates and incorporates herein by reference its previously stated responses to
Paragraphs 1-53 of Plaintiff's Complaint, and its Defenses.
55.
Responding to Paragraph 55 of Plaintiff’s Complaint, FCA US states that the paragraph
asserts legal conclusions as to which no response is required. To the extent Paragraph 55 of
Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of
wrongdoing against FCA US, FCA US denies all such allegations.
56.
FCA US states that it is without knowledge or information sufficient to form a belief as to
the truth or falsity of the allegations in Paragraph 56 of Plaintiff’s Complaint.
57.
The allegations in Paragraph 57 of Plaintiff’s Complaint, including sub paragraphs a
through b, are directed at a defendant other than FCA US, and therefore, do not call for a response
from FCA US. To the extent Paragraph 57 of Plaintiff’s Complaint is deemed to contain any
substantive allegations or suggestions of wrongdoing as against FCA US, FCA US denies all such
allegations.
58.
The allegations in Paragraph 58 of Plaintiff’s Complaint are directed at a defendant other
than FCA US, and therefore, do not call for a response from FCA US. To the extent Paragraph 58
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of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of
wrongdoing as against FCA US, FCA US denies all such allegations.
59.
The allegations in Paragraph 59 of Plaintiff’s Complaint are directed at a defendant other
than FCA US, and therefore, do not call for a response from FCA US. To the extent Paragraph 59
of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of
wrongdoing as against FCA US, FCA US denies all such allegations.
DAMAGES AND PRAYER FOR RELIEF
60.
FCA US restates and incorporates herein by reference its previously stated responses to
Paragraphs 1-59 of Plaintiff's Complaint, and its Defenses.
61.
FCA US denies the allegations in Paragraph 43 of Plaintiff’s Complaint directed at it.
62.
Responding to Paragraph 62 of Plaintiff’s Complaint, FCA US admits that Plaintiff
purports to seek damages from it in this action. FCA US denies that Plaintiff is entitled to any
damages against FCA US in this action, and specifically denies Plaintiff is entitled to recover
wrongful death damages from FCA US.
63.
Responding to Paragraph 63 of Plaintiff’s Complaint, FCA US admits that Plaintiff
purports to seek damages from it in this action. FCA US denies that Plaintiff is entitled to any
damages against FCA US in this action, and specifically denies Plaintiff is entitled to recover
wrongful death damages from FCA US.
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64.
FCA US denies Plaintiff’s WHEREFORE PARAGRAPH, including subparagraphs 1
through 5, except that FCA US also requests a trial by jury.
WHEREFORE, having fully responded to Plaintiff’s Complaint, this Defendant prays as
follows:
(a) that judgment be entered in its favor;
(b) that costs be cast against Plaintiff; and
(c) that it have such further relief as the Court deems just and proper.
DEFENDANT DEMANDS A TRIAL BY JURY ON ALL ISSUES SO TRIABLE.
Respectfully submitted this 18th day of March, 2022.
WATSON SPENCE LLP
/s/ Michael R. Boorman
Michael R. Boorman
Georgia Bar No. 067798
Philip A. Henderson
Georgia Bar No. 604769
999 Peachtree Street, NE
Suite 1130
Atlanta, Georgia 30309
(229) 436-1545
mboorman@watsonspence.com
phenderson@watsonspence.com
TROUTMAN PEPPER HAMILTON SANDERS LLP
/s/ Harold D. Melton
Harold D. Melton
Georgia Bar No. 501570
600 Peachtree Street, N.E.
Suite 3000
Atlanta, GA 30308-2216
(404) 885-3000
harold.melton@troutman.com
Counsel for Defendant FCA US LLC
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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
:
In re : Chapter 11
:
Chrysler LLC, et al., : Case No. 09-50002 (AJG)
:
Debtors. : (Jointly Administered)
:
---------------------------------------------------------------x
ORDER (I) AUTHORIZING THE SALE OF SUBSTANTIALLY
ALL OF THE DEBTORS' ASSETS FREE AND CLEAR OF ALL
LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES, (II) AUTHORIZING
THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY
CONTRACTS AND UNEXPIRED LEASES IN CONNECTION THEREWITH
AND RELATED PROCEDURES AND (III) GRANTING RELATED RELIEF
This matter coming before the Court on the motions, dated May 3, 2009 and
May 22, 2009 (Docket Nos. 190 and 1742) (collectively, the "Sale Motion") 1 filed by the above-
captioned debtors and debtors in possession (collectively, the "Debtors") for entry of an order
(the "Sale Order"), pursuant to sections 105, 363 and 365 of the United States Bankruptcy Code,
11 U.S.C. §§ 101, et seq. (the "Bankruptcy Code"), Rules 2002, 6004, 6006, 9008 and 9014 of
the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rules 2002-1, 6004-1,
6006-1 and 9006-1(b) of the Local Bankruptcy Rules for the United States Bankruptcy Court for
the Southern District of New York: (i) authorizing and approving the entry into, performance
under and terms and conditions of the Master Transaction Agreement, dated as of April 30, 2009
(collectively with all related agreements, documents or instruments and all exhibits, schedules
and addenda to any of the foregoing, and as amended, the "Purchase Agreement"), substantially
1
Unless otherwise stated, all capitalized terms not defined herein shall have the meanings given to them in
the Sale Motion and the Bidding Procedures Order (as defined below).
NYI-4178439v24
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in the form attached hereto as Exhibit A (without all of its voluminous exhibits), between and
among Fiat S.p.A. ("Fiat"), New CarCo Acquisition, LLC (the "Purchaser"), a Delaware limited
liability company formed by Fiat, and the Debtors, 2 whereby the Debtors have agreed to sell, and
the Purchaser has agreed to purchase the "Purchased Assets" (as such term is defined in Section
2.06 of the Purchase Agreement), which Purchased Assets include, without limitation, the
Assumed Agreements (as defined below), substantially all of the Debtors' tangible, intangible
and operating assets related to the research, design, manufacturing, production, assembly and
distribution of passenger cars, trucks and other vehicles (including prototypes) under brand
names that include Chrysler, Jeep® or Dodge (the "Business"), certain of the facilities related
thereto and all rights, intellectual property, trade secrets, customer lists, domain names, books
and records, software and other assets used in or necessary to the operation of the Business or
related thereto to the Purchaser (collectively, and including all actions taken or required to be
taken in connection with the implementation and consummation of the Purchase Agreement, the
"Sale Transaction"); (ii) authorizing and approving the sale by the Debtors of the Purchased
Assets, free and clear of liens, claims (as such term is defined by section 101(5) of the
Bankruptcy Code), liabilities, encumbrances, rights, remedies, restrictions and interests and
encumbrances of any kind or nature whatsoever whether arising before or after the Petition
2
The following Debtors are "Sellers" under the Purchase Agreement: Alpha Holding, LP ("Alpha"),
Chrysler, LLC; Chrysler Aviation Inc.; Chrysler Dutch Holding LLC; Chrysler Dutch Investment LLC;
Chrysler Dutch Operating Group LLC; Chrysler Institute of Engineering; Chrysler International
Corporation; Chrysler International Limited, L.L.C.; Chrysler International Services, S.A.; Chrysler Motors
LLC; Chrysler Realty Company LLC; Chrysler Service Contracts Florida, Inc.; Chrysler Service Contracts
Inc.; Chrysler Technologies Middle East Ltd.; Chrysler Transport Inc.; Chrysler Vans LLC; DCC 929, Inc.;
Dealer Capital, Inc.; Global Electric Motorcars, LLC; NEV Mobile Service, LLC; NEV Service, LLC;
Peapod Mobility LLC; TPF Asset, LLC; TPF Note, LLC; and Utility Assets LLC.
NYI-4178439v24 -2-
EXHIBIT A
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Date, 3 whether at law or in equity, including all claims or rights based on any successor or
transferee liability, all environmental claims, all change in control provisions, all rights to object
or consent to the effectiveness of the transfer of the Purchased Assets to the Purchaser or to be
excused from accepting performance by the Purchaser or performing for the benefit of the
Purchaser under any Assumed Agreement and all rights at law or in equity (collectively,
"Claims") (other than certain liabilities that are expressly assumed or created by the Purchaser, as
set forth in the Purchase Agreement or as described herein (collectively, the "Assumed
Liabilities")); (iii) authorizing the assumption and assignment to the Purchaser of certain
executory contracts and unexpired leases of the Debtors (collectively, the "Assumed
Agreements") in accordance with the Contract Procedures set forth in the Bidding Procedures
Order, the Purchase Agreement and this Sale Order; (iv) authorizing and approving the entry
into, performance under and terms and conditions of the UAW Retiree Settlement Agreement (as
defined herein); and (v) granting other related relief; the Court having conducted a hearing on the
Sale Motion on May 27, 2009 through May 29, 2009 (collectively, the "Sale Hearing") at which
time all interested parties were offered an opportunity to be heard with respect to the Sale
Motion; the Court having reviewed and considered, among other things, (i) the Sale Motion and
the exhibits thereto, (ii) the Purchase Agreement attached hereto as Exhibit A, (iii) this Court's
prior order (Docket No. 492), dated May 8, 2009 (the "Bidding Procedures Order") approving
competitive bidding procedures for the Purchased Assets (the "Bidding Procedures"), (iv) all
objections to the Sale Transaction filed in accordance with the Bidding Procedures Order or
raised on the record at the Sale Hearing, (v) Memorandum of Law in Support of Sale Motion
3
As used herein, "Petition Date" refers to (a) April 30, 2009 for all of the Debtors other than Alpha and
(b) May 19, 2009 for Alpha.
NYI-4178439v24 -3-
EXHIBIT A
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IN THE STATE COURT OF GWINNETT COUNTY STATE OF GEORGIA VICTORIA LESLEY, as Surviving Daughter of HEIDI LELSEY, Deceased, Plaintiff, CIVIL ACTION v. FILE NO: 22-C-00475-S6 STELLANTIS N.V, FCA US LLC f/k/a CHRYSLER GROUP LLC, MONICA MANIRE, WE ARE LIVING PROOF INC., SOBER LIVING RECOVERY LLC, THE PEP BOYS – MANNY, MOE & JACK LLC, MADDOX TIRE AND SERVICE, UNKOWN LEGAL ENTITY 1-4, JANE DOE 1-4 and JOHN DOE 1-4, Defendants. ANSWER AND DEFENSES OF DEFENDANT FCA US LLC COMES NOW FCA US LLC (“FCA US”), and respectfully shows as follows: FIRST DEFENSE This Complaint fails to state a claim upon which relief may be granted from this Defendant. SECOND DEFENSE Venue as to this Defendant may be improper. THIRD DEFENSE Jurisdiction over the person of this Defendant may be improper. FOURTH DEFENSE The subject product is not defective. FIFTH DEFENSE To the extent shown by the evidence, the defenses of product abuse, misuse, and/or 1 alteration are asserted. SIXTH DEFENSE To the extent shown by the evidence, the defense of spoliation of evidence is asserted. SEVENTH DEFENSE At all times this Defendant was in the exercise of that degree of care required by law therefore, Plaintiff may not recover of this Defendant. EIGHTH DEFENSE Plaintiff’s claimed injuries were not caused, contributed to, or enhanced by any act or failure by this Defendant. NINTH DEFENSE To the extent shown by the evidence, Plaintiff may have failed to exercise ordinary care for their own safety, assumed the risk of injury, failed to avoid the consequences of any alleged act or failure to act of this Defendant, and/or may be barred from recovery due to negligence equal or greater than this Defendant. TENTH DEFENSE Plaintiff’s damages may have been caused or contributed to by the acts or omissions of other persons or entities. ELEVENTH DEFENSE Joint and several liability does not apply to Plaintiff’s claims pursuant to O.C.G.A. §§ 51- 12-31 and 51-12-33. This Defendant states that one or more nonparties may have caused or contributed to the alleged damages of Plaintiff. TWELFTH DEFENSE No duty to warn was breached by this Defendant. 2 THIRTEENTH DEFENSE Plaintiff’s warning claims may be barred by the open and obvious defense. FOURTEENTH DEFENSE Plaintiff's claims may be barred by the doctrine of preemption. FIFTEENTH DEFENSE Plaintiff's claims may be barred by the doctrines of waiver, estoppel, laches and/or unclean hands. SIXTEENTH DEFENSE Plaintiff’s claims may be barred, in whole or in part, due to failure to mitigate damages. SEVENTEENTH DEFENSE Plaintiff’s claims may be barred by the statute of repose, O.C.G.A. § 51-1-11. EIGHTEENTH DEFENSE Plaintiff’s claims, including their claims for wrongful death damages and claims that FCA’s conduct was willful, reckless, or wanton, are barred by the Order (I) Authorizing the Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances, (II) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection Therewith and Related Procedures and (III) Granting Related Relief, In re Chrysler LLC, No. 09-50002 (Bankr. S.D.N.Y. 2009), ECF No. 3232 (attached hereto as Exhibit A and incorporated herein by reference (the “Sale Order”)) and Stipulation and Agreed Order Approving Amendment No. 4 to Master Transaction Agreement (attached hereto as Exhibit B and incorporated herein by reference) of the United States Bankruptcy Court for the Southern District of New York. 3 NINETEENTH DEFENSE Plaintiff’s claims, including their claims for wrongful death damages and claims that that FCA’s conduct was willful, reckless, or wanton, are barred by the terms of the Master Transaction Agreement of April 30, 2009, among Fiat S.p.A., New Carco Acquisition LLC, and Chrysler LLC, as amended (attached hereto as Exhibit C and incorporated herein by reference (“the MTA”)) and Amendment No. 4 to Master Transaction Agreement (attached hereto as Exhibit D and incorporated herein by reference), because FCA US did not assume liability for such claims. TWENTIETH DEFENSE Any award of damages must be apportioned in accordance with O.C.G.A. § 51-12-33. TWENTY-FIRST DEFENSE The subject vehicle complied with all applicable standards and regulations, including but not limited to those promulgated by the National Highway Traffic Safety Administration (“NHTSA”). TWENTY-SECOND DEFENSE The subject vehicle conformed to the existing state of the art and industry standard at the time it was designed and manufactured. TWENTY-THIRD DEFENSE This Defendant denies each and every material allegation made against it by Plaintiff and demands strict proof thereof. TWENTY-FOURTH DEFENSE FCA US reserves the right to amend or supplement additional defenses based on information learned during the course of this litigation. 4 TWENTY-FIFTH DEFENSE AND ANSWER Responding to the specific allegations of the numbered paragraphs of Plaintiff’s Complaint, FCA US further shows as follows: Parties, Jurisdiction, Venue and Service of Process 1 1. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the factual allegations in Paragraph 1 of Plaintiff’s Complaint. Further, Paragraph 1 of Plaintiff’s Complaint states numerous legal conclusions to which no response is required. To the extent a response is nonetheless deemed required, FCA US denies the allegations set forth in Paragraph 1 of Plaintiff’s Complaint and expressly denies that it is liable in any amount for the damages Plaintiff seeks in this case. 2. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 2 of Plaintiff’s Complaint; therefore, Paragraph 2 stands denied. 3. FCA US admits Stellantis N.V. is its parent company and is a separate and distinct legal entity. FCA US denies the remaining allegations in Paragraph 3 of Plaintiff’s Complaint. 4. FCA US denies the allegations in Paragraph 4 of Plaintiff’s Complaint. 5. FCA US denies the allegations in Paragraph 5 of Plaintiff’s Complaint and specifically 1 Plaintiff’s titles are being included for reference. FCA US does not adopt any allegations therein. 5 denies that Stellantis has any role in the distribution of vehicles in the United States. 6. FCA US admits that it is a limited liability company with its principal place of business in Auburn Hills, Michigan and admits that it currently distributes vehicles in Georgia, but did not exist at the time the subject vehicle was designed, manufactured, or distributed. FCA US further admits that it maintains a registered agent in Georgia, The Corporation Company, 112 North Main Street, Cumming, Georgia 30040, and can be served with process in Georgia through this registered agent. FCA US denies the remaining allegations in Paragraph 6 of Plaintiff’s Complaint. 7. Responding to Paragraph 7 of Plaintiff’s Complaint, FCA US states that, in accordance with the Sale Order (attached hereto as Exhibit A), Plaintiff’s claims are subject to the terms of the MTA (attached hereto as Exhibit C). FCA US further admits that Amendment No. 4 to the MTA (attached hereto as Exhibit D) was executed on October 29, 2009, and that, on November 19, 2009, the Bankruptcy Court entered a Stipulation and Agreed Order Approving Amendment No. 4 to Master Transaction Agreement (attached hereto as Exhibit B). FCA US denies the remaining allegations in Paragraph 7 of Plaintiff’s Complaint and specifically denies that FCA US has assumed liability for the wrongful death claims alleged in Plaintiff’s Complaint. 8. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 8 of Plaintiff’s Complaint; therefore, Paragraph 8 stands denied. 6 9. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 9 of Plaintiff’s Complaint; therefore, Paragraph 9 stands denied. 10. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 10 of Plaintiff’s Complaint; therefore, Paragraph 10 stands denied. 11. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 11 of Plaintiff’s Complaint; therefore, Paragraph 11 stands denied. 12. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 12 of Plaintiff’s Complaint; therefore, Paragraph 12 stands denied. 13. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 13 of Plaintiff’s Complaint; therefore, Paragraph 13 stands denied. 14. FCA US admits, upon information and belief, that the motor vehicle accident giving rise to Plaintiff’s Complaint occurred in Gwinnett County. However, FCA US denies that it is “deemed 7 to reside” in Gwinnett County and further denies that venue as to FCA US is proper in Gwinnett County. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 14 of Plaintiff’s Complaint; therefore, the remaining allegations stand denied. 15. FCA US admits, upon information and belief, that complete diversity of citizenship of the parties is lacking. However, FCA US denies the remaining allegations in Paragraph 15 of Plaintiff’s Complaint, as a United States District Court may have jurisdiction over this matter pursuant to 28 U.S.C. § 1334(b) because Plaintiff’s claims necessarily require interpretation of the Sale Order (Exhibit A). 16. FCA US denies the allegations in Paragraph 16 of Plaintiff’s Complaint as stated. 17. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 17 of Plaintiff’s Complaint; therefore, Paragraph 17 stands denied. 18. FCA US denies the allegations in Paragraph 18 of Plaintiff’s Complaint as stated. 19. FCA US denies the allegations in Paragraph 19 of Plaintiff’s Complaint directed at it. 20. FCA US denies the allegations in Paragraph 20 of Plaintiff’s Complaint. 8 21. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 21 of Plaintiff’s Complaint; therefore, Paragraph 21 stands denied. Statement of the Facts 22. FCA US denies that it designed, engineered, manufactured, marketed, monitored, or sold the 2002 Dodge Ram B3500, VIN No. 2B7KB31Z82K134919. FCA US is without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 22 of Plaintiff’s Complaint; therefore, the remaining allegations stand denied. 23. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 23 of Plaintiff’s Complaint; therefore, Paragraph 23 stands denied. 24. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 24 of Plaintiff’s Complaint; therefore, Paragraph 24 stands denied. 25. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 25 of Plaintiff’s Complaint; therefore, Paragraph 25 stands denied. 9 26. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 26 of Plaintiff’s Complaint; therefore, Paragraph 26 stands denied. 27. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 27 of Plaintiff’s Complaint; therefore, Paragraph 27 stands denied. 28. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 28 of Plaintiff’s Complaint; therefore, Paragraph 28 stands denied. 29. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 29 of Plaintiff’s Complaint; therefore, Paragraph 29 stands denied. 30. FCA US denies that the 2002 Dodge Ram B3500 has “inherent instability”. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 30 of Plaintiff’s Complaint; therefore, the remaining allegations stand denied. 31. FCA US denies the allegations in Paragraph 31 of Plaintiff’s Complaint directed at it. 10 COUNT ONE (Negligence of Defendant Manire) 32. FCA US restates and incorporates herein by reference its previously stated responses to Paragraphs 1-31 of Plaintiff's Complaint, and its Defenses. 33. FCA US denies that the 2002 Dodge Ram B3500 has a “dangerous and unstable design” and further denies that the 2002 Dodge Ram B3500’s design “primarily caused the incident”. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 33 of Plaintiff’s Complaint. 34. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 34 of Plaintiff’s Complaint. COUNT TWO (Negligence of Defendants Stellantis and Chrysler) 35. FCA US restates and incorporates herein by reference its previously stated responses to Paragraphs 1-34 of Plaintiff's Complaint, and its Defenses. FCA US further states that it answers only for itself, and not for Stellantis N.V., which has been improperly pled as a defendant in this case. 36. Responding to Paragraph 36 of Plaintiff’s Complaint, FCA US states that the paragraph asserts legal conclusions as to which no response is required. To the extent Paragraph 36 of 11 Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of wrongdoing against FCA US, FCA US denies all such allegations. 37. FCA US denies the allegations contained in Paragraph 37 of Plaintiff’s Complaint, including subparts (a) through (q) directed at it. 38. FCA US denies the allegations contained in Paragraph 38 of Plaintiff’s Complaint directed at it and specifically denies it designed, tested, manufactured, inspected, marketed, distributed, or sold the 2002 Dodge Ram B3500, VIN No. 2B7KB31Z82K134919. 39. FCA US denies the allegations in Paragraph 39 of Plaintiff’s Complaint directed at it. COUNT THREE (Failure to Warn by Defendants Stellantis and Chrysler) 40. FCA US restates and incorporates herein by reference its previously stated responses to Paragraphs 1-39 of Plaintiff's Complaint, and its Defenses. FCA US further states that it answers only for itself, and not for Stellantis N.V., which has been improperly pled as a defendant in this case. 41. Responding to Paragraph 41 of Plaintiff’s Complaint, FCA US states that the paragraph asserts legal conclusions as to which no response is required. To the extent Paragraph 41 of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of wrongdoing against FCA US, FCA US denies all such allegations. 12 42. FCA US denies the allegations contained in Paragraph 42 of Plaintiff’s Complaint directed at it and specifically denies it designed, marketed, distributed, sold, or placed the 2002 Dodge Ram B3500, VIN No. 2B7KB31Z82K134919 into the stream of commerce. 43. FCA US denies the allegations in Paragraph 43 of Plaintiff’s Complaint directed at it. COUNT FOUR (Agency Defendant – Defendants WALP and Sober Living) 44. FCA US restates and incorporates herein by reference its previously stated responses to Paragraphs 1-43 of Plaintiff's Complaint, and its Defenses. 45. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 45 of Plaintiff’s Complaint. 46. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 46 of Plaintiff’s Complaint. COUNT FIVE (Negligence and Failure to Warn of Defendant Maddox Tire) 47. FCA US restates and incorporates herein by reference its previously stated responses to Paragraphs 1-46 of Plaintiff's Complaint, and its Defenses. 48. Responding to Paragraph 48 of Plaintiff’s Complaint, FCA US states that the paragraph asserts legal conclusions as to which no response is required. To the extent Paragraph 48 of 13 Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of wrongdoing against FCA US, FCA US denies all such allegations. 49. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 49 of Plaintiff’s Complaint. 50. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 50 of Plaintiff’s Complaint. 51. The allegations in Paragraph 51 of Plaintiff’s Complaint, including sub paragraphs a through c, are directed at a defendant other than FCA US, and therefore, do not call for a response from FCA US. To the extent Paragraph 51 of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of wrongdoing as against FCA US, FCA US denies all such allegations. 52. The allegations in Paragraph 52 of Plaintiff’s Complaint are directed at a defendant other than FCA US, and therefore, do not call for a response from FCA US. To the extent Paragraph 52 of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of wrongdoing as against FCA US, FCA US denies all such allegations. 53. The allegations in Paragraph 53 of Plaintiff’s Complaint are directed at a defendant other than FCA US, and therefore, do not call for a response from FCA US. To the extent Paragraph 53 14 of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of wrongdoing as against FCA US, FCA US denies all such allegations. COUNT SIX (Negligence and Failure to Warn of Defendant Pep Boys) 54. FCA US restates and incorporates herein by reference its previously stated responses to Paragraphs 1-53 of Plaintiff's Complaint, and its Defenses. 55. Responding to Paragraph 55 of Plaintiff’s Complaint, FCA US states that the paragraph asserts legal conclusions as to which no response is required. To the extent Paragraph 55 of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of wrongdoing against FCA US, FCA US denies all such allegations. 56. FCA US states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 56 of Plaintiff’s Complaint. 57. The allegations in Paragraph 57 of Plaintiff’s Complaint, including sub paragraphs a through b, are directed at a defendant other than FCA US, and therefore, do not call for a response from FCA US. To the extent Paragraph 57 of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of wrongdoing as against FCA US, FCA US denies all such allegations. 58. The allegations in Paragraph 58 of Plaintiff’s Complaint are directed at a defendant other than FCA US, and therefore, do not call for a response from FCA US. To the extent Paragraph 58 15 of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of wrongdoing as against FCA US, FCA US denies all such allegations. 59. The allegations in Paragraph 59 of Plaintiff’s Complaint are directed at a defendant other than FCA US, and therefore, do not call for a response from FCA US. To the extent Paragraph 59 of Plaintiff’s Complaint is deemed to contain any substantive allegations or suggestions of wrongdoing as against FCA US, FCA US denies all such allegations. DAMAGES AND PRAYER FOR RELIEF 60. FCA US restates and incorporates herein by reference its previously stated responses to Paragraphs 1-59 of Plaintiff's Complaint, and its Defenses. 61. FCA US denies the allegations in Paragraph 43 of Plaintiff’s Complaint directed at it. 62. Responding to Paragraph 62 of Plaintiff’s Complaint, FCA US admits that Plaintiff purports to seek damages from it in this action. FCA US denies that Plaintiff is entitled to any damages against FCA US in this action, and specifically denies Plaintiff is entitled to recover wrongful death damages from FCA US. 63. Responding to Paragraph 63 of Plaintiff’s Complaint, FCA US admits that Plaintiff purports to seek damages from it in this action. FCA US denies that Plaintiff is entitled to any damages against FCA US in this action, and specifically denies Plaintiff is entitled to recover wrongful death damages from FCA US. 16 64. FCA US denies Plaintiff’s WHEREFORE PARAGRAPH, including subparagraphs 1 through 5, except that FCA US also requests a trial by jury. WHEREFORE, having fully responded to Plaintiff’s Complaint, this Defendant prays as follows: (a) that judgment be entered in its favor; (b) that costs be cast against Plaintiff; and (c) that it have such further relief as the Court deems just and proper. DEFENDANT DEMANDS A TRIAL BY JURY ON ALL ISSUES SO TRIABLE. Respectfully submitted this 18th day of March, 2022. WATSON SPENCE LLP /s/ Michael R. Boorman Michael R. Boorman Georgia Bar No. 067798 Philip A. Henderson Georgia Bar No. 604769 999 Peachtree Street, NE Suite 1130 Atlanta, Georgia 30309 (229) 436-1545 mboorman@watsonspence.com phenderson@watsonspence.com TROUTMAN PEPPER HAMILTON SANDERS LLP /s/ Harold D. Melton Harold D. Melton Georgia Bar No. 501570 600 Peachtree Street, N.E. Suite 3000 Atlanta, GA 30308-2216 (404) 885-3000 harold.melton@troutman.com Counsel for Defendant FCA US LLC 17 09-50002-smb Doc 3232 Filed 06/01/09 Entered 06/01/09 20:07:06 Main Document Pg 1 of 51 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : Chapter 11 : Chrysler LLC, et al., : Case No. 09-50002 (AJG) : Debtors. : (Jointly Administered) : ---------------------------------------------------------------x ORDER (I) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS' ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES, (II) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION THEREWITH AND RELATED PROCEDURES AND (III) GRANTING RELATED RELIEF This matter coming before the Court on the motions, dated May 3, 2009 and May 22, 2009 (Docket Nos. 190 and 1742) (collectively, the "Sale Motion") 1 filed by the above- captioned debtors and debtors in possession (collectively, the "Debtors") for entry of an order (the "Sale Order"), pursuant to sections 105, 363 and 365 of the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. (the "Bankruptcy Code"), Rules 2002, 6004, 6006, 9008 and 9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rules 2002-1, 6004-1, 6006-1 and 9006-1(b) of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York: (i) authorizing and approving the entry into, performance under and terms and conditions of the Master Transaction Agreement, dated as of April 30, 2009 (collectively with all related agreements, documents or instruments and all exhibits, schedules and addenda to any of the foregoing, and as amended, the "Purchase Agreement"), substantially 1 Unless otherwise stated, all capitalized terms not defined herein shall have the meanings given to them in the Sale Motion and the Bidding Procedures Order (as defined below). NYI-4178439v24 EXHIBIT A 09-50002-smb Doc 3232 Filed 06/01/09 Entered 06/01/09 20:07:06 Main Document Pg 2 of 51 in the form attached hereto as Exhibit A (without all of its voluminous exhibits), between and among Fiat S.p.A. ("Fiat"), New CarCo Acquisition, LLC (the "Purchaser"), a Delaware limited liability company formed by Fiat, and the Debtors, 2 whereby the Debtors have agreed to sell, and the Purchaser has agreed to purchase the "Purchased Assets" (as such term is defined in Section 2.06 of the Purchase Agreement), which Purchased Assets include, without limitation, the Assumed Agreements (as defined below), substantially all of the Debtors' tangible, intangible and operating assets related to the research, design, manufacturing, production, assembly and distribution of passenger cars, trucks and other vehicles (including prototypes) under brand names that include Chrysler, Jeep® or Dodge (the "Business"), certain of the facilities related thereto and all rights, intellectual property, trade secrets, customer lists, domain names, books and records, software and other assets used in or necessary to the operation of the Business or related thereto to the Purchaser (collectively, and including all actions taken or required to be taken in connection with the implementation and consummation of the Purchase Agreement, the "Sale Transaction"); (ii) authorizing and approving the sale by the Debtors of the Purchased Assets, free and clear of liens, claims (as such term is defined by section 101(5) of the Bankruptcy Code), liabilities, encumbrances, rights, remedies, restrictions and interests and encumbrances of any kind or nature whatsoever whether arising before or after the Petition 2 The following Debtors are "Sellers" under the Purchase Agreement: Alpha Holding, LP ("Alpha"), Chrysler, LLC; Chrysler Aviation Inc.; Chrysler Dutch Holding LLC; Chrysler Dutch Investment LLC; Chrysler Dutch Operating Group LLC; Chrysler Institute of Engineering; Chrysler International Corporation; Chrysler International Limited, L.L.C.; Chrysler International Services, S.A.; Chrysler Motors LLC; Chrysler Realty Company LLC; Chrysler Service Contracts Florida, Inc.; Chrysler Service Contracts Inc.; Chrysler Technologies Middle East Ltd.; Chrysler Transport Inc.; Chrysler Vans LLC; DCC 929, Inc.; Dealer Capital, Inc.; Global Electric Motorcars, LLC; NEV Mobile Service, LLC; NEV Service, LLC; Peapod Mobility LLC; TPF Asset, LLC; TPF Note, LLC; and Utility Assets LLC. NYI-4178439v24 -2- EXHIBIT A 09-50002-smb Doc 3232 Filed 06/01/09 Entered 06/01/09 20:07:06 Main Document Pg 3 of 51 Date, 3 whether at law or in equity, including all claims or rights based on any successor or transferee liability, all environmental claims, all change in control provisions, all rights to object or consent to the effectiveness of the transfer of the Purchased Assets to the Purchaser or to be excused from accepting performance by the Purchaser or performing for the benefit of the Purchaser under any Assumed Agreement and all rights at law or in equity (collectively, "Claims") (other than certain liabilities that are expressly assumed or created by the Purchaser, as set forth in the Purchase Agreement or as described herein (collectively, the "Assumed Liabilities")); (iii) authorizing the assumption and assignment to the Purchaser of certain executory contracts and unexpired leases of the Debtors (collectively, the "Assumed Agreements") in accordance with the Contract Procedures set forth in the Bidding Procedures Order, the Purchase Agreement and this Sale Order; (iv) authorizing and approving the entry into, performance under and terms and conditions of the UAW Retiree Settlement Agreement (as defined herein); and (v) granting other related relief; the Court having conducted a hearing on the Sale Motion on May 27, 2009 through May 29, 2009 (collectively, the "Sale Hearing") at which time all interested parties were offered an opportunity to be heard with respect to the Sale Motion; the Court having reviewed and considered, among other things, (i) the Sale Motion and the exhibits thereto, (ii) the Purchase Agreement attached hereto as Exhibit A, (iii) this Court's prior order (Docket No. 492), dated May 8, 2009 (the "Bidding Procedures Order") approving competitive bidding procedures for the Purchased Assets (the "Bidding Procedures"), (iv) all objections to the Sale Transaction filed in accordance with the Bidding Procedures Order or raised on the record at the Sale Hearing, (v) Memorandum of Law in Support of Sale Motion 3 As used herein, "Petition Date" refers to (a) April 30, 2009 for all of the Debtors other than Alpha and (b) May 19, 2009 for Alpha. NYI-4178439v24 -3- EXHIBIT A 09-50002-smb Doc 3232 Filed 06/01/09 Entered 06/01/09 20:07:06 Main Document