Travelers Indemnity Co. v. Bailey , 129 S. Ct. 2195 ( 2009 )

(Slip Opinion) OCTOBER TERM, 2008 1
Syllabus
NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
being done in connection with this case, at the time the opinion is issued.
The syllabus constitutes no part of the opinion of the Court but has been
prepared by the Reporter of Decisions for the convenience of the reader.
See United States v. Detroit Timber & Lumber Co., 200 U.S. 321, 337.
SUPREME COURT OF THE UNITED STATES
Syllabus
TRAVELERS INDEMNITY CO. ET AL. v. BAILEY ET AL.
CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR
THE SECOND CIRCUIT
No. 08–295. Argued March 30, 2009—Decided June 18, 2009*
As part of the 1986 reorganization plan of the Johns-Manville Corpora
tion (Manville), an asbestos supplier and manufacturer of asbestos
containing products, the Bankruptcy Court approved a settlement
providing that Manville’s insurers, including The Travelers Indem
nity Company and related companies (Travelers), would contribute to
the corpus of the Manville Personal Injury Settlement Trust (Trust),
and releasing those insurers from any “Policy Claims,” which were
channeled to the Trust. “Policy Claims” include, as relevant here,
“claims” and “allegations” against the insurers “based upon, arising
out of or relating to” the Manville insurance policies. The settlement
agreement and reorganization plan were approved by the Bankruptcy
Court (1986 Orders) and were affirmed by the District Court and the
Second Circuit. Over a decade later plaintiffs began filing asbestos
actions against Travelers in state courts (Direct Actions), often seek
ing to recover from Travelers not for Manville’s wrongdoing but for
Travelers’ own alleged violations of state consumer-protection stat
utes or of common law duties. Invoking the 1986 Orders, Travelers
asked the Bankruptcy Court to enjoin 26 Direct Actions. Ultimately,
a settlement was reached, in which Travelers agreed to make pay
ments to compensate the Direct Action claimants, contingent on the
court’s order clarifying that the Direct Actions were, and remained,
prohibited by the 1986 Orders. The court made extensive factual
findings, uncontested here, concluding that Travelers derived its
knowledge of asbestos from its insurance relationship with Manville
and that the Direct Actions are based on acts or omissions by Travel
——————
* Together with No. 08–307, Common Law Settlement Counsel v. Bai
ley et al., also on certiorari to the same court.
2 TRAVELERS INDEMNITY CO. v. BAILEY
Syllabus
ers arising from or related to the insurance policies. It then approved
the settlement and entered an order (Clarifying Order), which pro
vided that the 1986 Orders barred the pending Direct Actions and
various other claims. Objectors to the settlement (respondents here)
appealed. The District Court affirmed, but the Second Circuit re
versed. Agreeing that the Bankruptcy Court had jurisdiction to in
terpret and enforce the 1986 Orders, the Circuit nevertheless held
that the Bankruptcy Court lacked jurisdiction to enjoin the Direct Ac
tions because those actions sought not to recover based on Manville’s
conduct, but to recover directly from Travelers for its own conduct.
Held: The terms of the injunction bar the Direct Actions against Trav
elers, and the finality of the Bankruptcy Court’s 1986 Orders gener
ally stands in the way of challenging their enforceability. Pp. 9–18.
(a) The Direct Actions are “Policy Claims” enjoined as against
Travelers by the 1986 Orders, which covered, inter alia, “claims” and
“allegations” “relating to” Travelers’ insurance coverage of Manville.
In a statute, “[t]he phrase ‘in relation to’ is expansive,” Smith v.
United States, 508 U.S. 223, 237, and so is its reach here. While it
would be possible to suggest that a “claim” only relates to Travelers’
insurance coverage if it seeks recovery based upon Travelers’ specific
contractual obligation to Manville, “allegations” is not amenable to
such a narrow construction and clearly reaches factual assertions
that relate in a more comprehensive way to Travelers’ dealings with
Manville. The Bankruptcy Court’s detailed factual findings place the
Direct Actions within the terms of the 1986 Orders. Contrary to re
spondents’ argument, the 1986 Orders contain no language limiting
“Policy Claims” to claims derivative of Manville’s liability. Even if,
before the entry of the 1986 Orders, Travelers understood the pro
posed injunction to bar only such derivative claims, where a court or
der’s plain terms unambiguously apply, as they do here, they are en
titled to their effect. If it is black-letter law that an unambiguous
private contract’s terms must be enforced irrespective of the parties’
subjective intent, it is also clear that a court, such as the Bankruptcy
Court here, should enforce a court order, a public governmental act,
according to its unambiguous terms. Pp. 10–13.
(b) Because the 1986 Orders became final on direct review over two
decades ago, whether the Bankruptcy Court had jurisdiction and au
thority to enter the injunction in 1986 was not properly before the
Second Circuit in 2008 and is not properly before this Court. The
Bankruptcy Court plainly had jurisdiction to interpret and enforce its
own prior orders, see Local Loan Co. v. Hunt, 292 U.S. 234, 239, and
it explicitly retained jurisdiction to enforce its injunctions when it is
sued the 1986 Orders. The Second Circuit erred in holding the 1986
Orders unenforceable according to their terms on the ground that the
Cite as: 557 U. S. ____ (2009) 3
Syllabus
Bankruptcy Court had exceeded its jurisdiction in 1986. On direct
appeal of the 1986 Orders, any objector was free to argue that the
Bankruptcy Court had exceeded its jurisdiction, and the District
Court or Court of Appeals could have raised such concerns sua
sponte. But once those orders became final on direct review, they be
came res judicata to the “ ‘parties and those in privity with them.’ ”
Nevada v. United States, 463 U.S. 110, 130. So long as respondents
or those in privity with them were parties to Manville’s bankruptcy
proceeding, and were given a fair chance to challenge the Bankruptcy
Court’s subject-matter jurisdiction, they cannot challenge it now by
resisting enforcement of the 1986 Orders. The Second Circuit’s will
ingness to entertain this collateral attack cannot be squared with res
judicata and the practical necessity served by that rule. Almost a
quarter-century after the 1986 Orders were entered, the time to
prune them is over. Pp. 13–16.
(c) This holding in narrow. The Court neither resolves whether a
bankruptcy court, in 1986 or today, could properly enjoin claims
against nondebtor insurers that are not derivative of the debtor’s
wrongdoing, nor decides whether any particular respondent is bound
by the 1986 Orders, which is a question that the Second Circuit did
not consider. Pp. 17–18.
517 F.3d 52, reversed and remanded.
SOUTER, J., delivered the opinion of the Court, in which ROBERTS,
C. J., and SCALIA, KENNEDY, THOMAS, BREYER, and ALITO, JJ., joined.
STEVENS, J., filed a dissenting opinion, in which GINSBURG, J., joined.
Cite as: 557 U. S. ____ (2009) 1
Opinion of the Court
NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports. Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash
ington, D. C. 20543, of any typographical or other formal errors, in order
that corrections may be made before the preliminary print goes to press.
SUPREME COURT OF THE UNITED STATES
_________________
Nos. 08–295 and 08–307
_________________
THE TRAVELERS INDEMNITY COMPANY, ET AL.,
PETITIONERS
08–295 v.
PEARLIE BAILEY ET AL.
COMMON LAW SETTLEMENT COUNSEL,
PETITIONER
08–307 v.
PEARLIE BAILEY ET AL.
ON WRITS OF CERTIORARI TO THE UNITED STATES COURT OF
APPEALS FOR THE SECOND CIRCUIT
[June 18, 2009]
JUSTICE SOUTER delivered the opinion of the Court.
As an element of the 1986 reorganization plan of the
Johns-Manville Corporation (Manville), the United States
Bankruptcy Court for the Southern District of New York
enjoined certain lawsuits against Manville’s insurers,
including The Travelers Indemnity Company and its
affiliates (Travelers). The question is whether the injunc
tion bars state-law actions against Travelers based on
allegations either of its own wrongdoing while acting as
Manville’s insurer or of its misuse of information obtained
from Manville as its insurer. We hold that the terms of
the injunction bar the actions and that the finality of the
Bankruptcy Court’s orders following the conclusion of
direct review generally stands in the way of challenging
2 TRAVELERS INDEMNITY CO. v. BAILEY
Opinion of the Court
the enforceability of the injunction.
I
From the 1920s to the 1970s, Manville was, by most
accounts, the largest supplier of raw asbestos and manu
facturer of asbestos-containing products in the United
States, In re Johns-Manville Corp., 517 F.3d 52, 55–56
(CA2 2008), and for much of that time Travelers was
Manville’s primary liability insurer. In re Johns-Manville
Corp., No. 82 B 11656 etc. (Bkrtcy. Ct. SDNY 2004), App.
to Pet. for Cert. in No. 08–295, pp. 111a–112a (hereinafter
Bkrtcy. Ct. Op.). As studies began to link asbestos expo
sure to respiratory disease and thousands of lawsuits were
filed against Manville, Travelers, as the insurer, worked
closely with Manville to learn what its insured knew and
to assess the dangers of asbestos exposure; it evaluated
Manville’s potential liability and defenses, and paid Man
ville’s litigation costs. Id., at 114a–117a, 121a–122a. In
1982, the prospect of overwhelming liability led Manville
to file for bankruptcy protection in the Southern District of
New York.
It thus became incumbent on the Bankruptcy Court to
devise “a plan of reorganization for [Manville] which
would provide for payment to holders of present or known
asbestos health related claims . . . and [to] those persons
who had not yet manifested an injury but who would
manifest symptoms of asbestos-related illnesses at some
future time.” In re Johns-Manville Corp., 97 B.R. 174,
176 (Bkrtcy. Ct. SDNY 1989). The ensuing reorganization
plan created the Manville Personal Injury Settlement
Trust (Trust) to pay all asbestos claims against Manville,
which would be channeled to the Trust. See Kane v.
Johns-Manville Corp., 843 F.2d 636, 640–641 (CA2 1988);
In re Johns-Manville Corp., 340 B.R. 49, 54 (SDNY 2006).
The Trust has since paid out more than $3.2 billion to over
600,000 claimants. Bkrtcy. Ct. Op. 136a–137a.
Cite as: 557 U. S. ____ (2009) 3
Opinion of the Court
In the period leading up to the reorganization, Manville
and its insurers litigated over the scope and limits of
liability coverage, and Travelers faced suits by third par
ties, such as Manville factory workers and vendors of
Manville products, seeking compensation under the insur
ance policies. There was also litigation among the insur
ers themselves, who brought various indemnity claims,
contribution claims, and cross-claims. Id., at 132a–134a.
In a settlement described as the “cornerstone” of the Man
ville reorganization, the insurers agreed to provide most of
the initial corpus of the Trust, with a payment of $770
million to the bankruptcy estate, $80 million of it from
Travelers. MacArthur Co. v. Johns-Manville Corp., 837
F.2d 89, 90 (CA2 1988); Bkrtcy. Ct. Op. 134a; In re Johns-
Manville Corp., 68 B.R. 618, 621 (Bkrtcy. Ct. SDNY
1986).
There would have been no such payment without the
injunction at the heart of the present dispute. The De
cember 18, 1986, order of the Bankruptcy Court approving
the insurance settlement agreements (Insurance Settle
ment Order) provides that, upon the insurers’ payment of
the settlement funds to the Trust, “all Persons are perma
nently restrained and enjoined from commencing and/or
continuing any suit, arbitration or other proceeding of any
type or nature for Policy Claims against any or all mem
bers of the Settling Insurer Group.” App. to Pet. for Cert.
in No. 08–295, at 446a. The Insurance Settlement Order
goes on to provide that the insurers are “released from any
and all Policy Claims,” which are to be channeled to the
Trust. Ibid. The order defines “Policy Claims” as “any
and all claims, demands, allegations, duties, liabilities and
obligations (whether or not presently known) which have
been, or could have been, or might be, asserted by any
Person against . . . any or all members of the Settling
Insurer Group based upon, arising out of or relating to any
or all of the Policies.” Id., at 439a. The insurers were
4 TRAVELERS INDEMNITY CO. v. BAILEY
Opinion of the Court
entitled “to terminate the settlements if the injunctive
orders [were] not issued or if they [were] set aside on
appeal.” MacArthur, supra, at 90.
The Insurance Settlement Order was incorporated by
reference in the Bankruptcy Court’s December 22, 1986,
order confirming Manville’s Second Amended and Re
stated Plan of Reorganization (Confirmation Order).1 App.
to Pet. for Cert. in No. 08–295, at 271a–272a. Both the
Confirmation Order and the Insurance Settlement Order
(collectively, 1986 Orders) were affirmed by the District
Court, see In re Johns-Manville Corp., 78 B.R. 407 (SDNY
1987), and the Court of Appeals for the Second Circuit, see
MacArthur, supra; Kane, supra.
Nonetheless, over a decade later plaintiffs started filing
asbestos actions against Travelers in various state courts,
cases that have been spoken of in this litigation as Direct
Actions. They are of two sorts. The Statutory Direct
Actions are brought under state consumer-protection
statutes, and allege that Travelers conspired with other
insurers and with asbestos manufacturers to hide the
dangers of asbestos and to raise a fraudulent “state of the
art” (or “no duty to warn”) defense to personal injury
claims. Bkrtcy. Ct. Op. 140a–143a. The Common Law
Direct Actions claim that Travelers violated common law
duties by failing to warn the public about the dangers of
asbestos or by acting to keep its knowledge of those dan
gers from the public. Id., at 143a–147a. It is undisputed
that many of the plaintiffs seek to recover from Travelers,
not indirectly for Manville’s wrongdoing, but for Travelers’
own alleged violations of state law. See 517 F. 3d, at 63.2
——————
1 The Confirmation Order itself contains an additional injunction
barring certain claims against the settling insurance companies.
Bkrtcy. Ct. Op. 286a–288a. That injunction does not bear on our
decision, and we do not consider it.
2 A true “direct action” suit is “[a] lawsuit by a person claiming
against an insured but suing the insurer directly instead of pursuing
Cite as: 557 U. S. ____ (2009) 5
Opinion of the Court
In 2002, Travelers invoked the terms of the 1986 Orders
in moving the Bankruptcy Court to enjoin 26 Direct Ac
tions pending in state courts. Id., at 58. The court issued
a temporary restraining order, repeatedly extended, and
referred the parties to mediation, which led to settlements
between Travelers and three sets of plaintiffs in both
Statutory and Common Law Direct Actions. Bkrtcy. Ct.
Op. 103a–104a. Under the settlement terms Travelers
would pay more than $400 million to settlement funds to
compensate Direct Action claimants, contingent upon the
entry of an order by the Bankruptcy Court clarifying that
the Direct Actions were, and remained, prohibited by the
1986 Orders. Id., at 150a–152a. The settlement requires
claimants seeking payment from the settlement funds to
grant Travelers a release from further liability, separate
and apart from Travelers’ protection under the 1986 Or
ders. Id., at 151a–152a.
After notice of the settlement was given to potential
claimants, the Bankruptcy Court (the same judge who had
issued the 1986 Orders) held an evidentiary hearing and
made extensive factual findings that are not challenged
here. The court determined that “Travelers[’] knowledge
of the hazards of asbestos was derived from its nearly
three decade insurance relationship with Manville and the
performance by Travelers of its obligations under the
Policies, including through the underwriting, loss control
activities, defense obligations and generally through its
lengthy and confidential insurance relationship under the
——————
compensation indirectly through the insured.” Black’s Law Dictionary
491 (8th ed. 2004). Because many of the suits at issue seek to hold
Travelers liable for independent wrongdoing rather than for a legal
wrong by Manville, they are not direct actions in the terms of strict
usage. Nonetheless, because the suits are referred to as “direct actions”
in the decisions of the Bankruptcy Court, the District Court, and the
Court of Appeals, we call them that as well, in the interest of simplicity.
See 517 F. 3d, at 55, n. 4.
6 TRAVELERS INDEMNITY CO. v. BAILEY
Opinion of the Court
policies.” Id., at 128a–129a. In sum, the Bankruptcy
Court found that “Travelers learned virtually everything it
knew about asbestos from its relationship with Manville.”
Id., at 131a.
As for the Direct Actions, the court saw “[t]he gravamen
of the Statutory Direct Action Lawsuits” as “center[ing] on
Travelers[’] defense of Manville in asbestos-related
claims.” Id., at 142a. The court read the “alleged factual
predicate” of the Common Law Direct Actions as being
“essentially identical to the statutory actions: Travelers
. . . influence[d] Manville’s purported failure to disclose
knowledge about asbestos hazards; Travelers defended
Manville; Travelers advanced the state of the art defense;
and Travelers coordinated Manville’s national defense
effort.” Id., at 147a (citations omitted). The court under
stood “the direct action claims against Travelers [to be]
inextricably intertwined with Travelers[’] long relation
ship as Manville’s insurer,” id., at 169a, and found that
“[a]fter the Court preliminarily enjoined prosecution of
Direct Action Claims against Travelers pending final
ruling on the merits, certain plaintiffs’ lawyers violated
the letter and the spirit of this Court’s rulings by simply
deleting the term ‘Manville’ from their complaints—but
leaving the substance unchanged,” id., at 147a.
Hence, the court’s conclusion that “[t]he evidence in this
proceeding establishes that the gravamen of Direct Action
Claims were acts or omissions by Travelers arising from or
relating to Travelers[’] insurance relationship with Man
ville.” Id., at 173a. Finding that the “claims against
Travelers based on such actions or omissions necessarily
‘arise out of’ and [are] ‘related to’ ” the insurance policies,
ibid., which compelled Travelers to defend Manville
against asbestos-related claims, id., at 173a–176a, the
Bankruptcy Court held that the Direct Actions “are—and
always have been—permanently barred” by the 1986
Orders, id., at 170a.
Cite as: 557 U. S. ____ (2009) 7
Opinion of the Court
The settlement was accordingly approved and an order
dated August 17, 2004 (Clarifying Order), was entered,
providing that the 1986 Orders barred the pending Direct
Actions and “[t]he commencement or prosecution of all
actions and proceedings against Travelers that directly or
indirectly are based upon, arise out of or relate to Travel
ers[’] insurance relationship with Manville or Travelers[’]
knowledge or alleged knowledge concerning the hazards of
asbestos,” including claims for contribution or indemnifi
cation. Id., at 95a. The Clarifying Order does not, how
ever, block “the commencement and prosecution of claims
against Travelers by policyholders other than Manville . . .
for insurance proceeds or other obligations arising under
any policy of insurance provided by Travelers to a policy
holder other than Manville.” Id., at 96a. The Clarifying
Order also separately disclaims that it enjoins bringing
“claims arising from contractual obligations by Trav
elers to policyholders other than Manville, as long as
Travelers[’] alleged liability or the proof required to
establish Travelers[’] alleged liability is unrelated to
any knowledge Travelers gained from its insurance
relationship with Manville or acts, errors, omissions
or evidence related to Travelers[’] insurance relation
ship with Manville.” Ibid.
Some individual claimants and Chubb Indemnity Insur
ance Company (Chubb), respondents before this Court,
objected to the settlement and subsequently appealed.3 So
far as it matters here, the District Court affirmed, but the
Court of Appeals for the Second Circuit reversed. In
presenting the case to the Second Circuit the objectors
argued that the Direct Actions fall outside the scope of the
——————
3 Chubb is a codefendant with Travelers in certain Common Law
Direct Actions, and the Clarifying Order prevents it from bringing
contribution and indemnity claims against Travelers under certain
circumstances. See Brief for Respondent Chubb 16.
8 TRAVELERS INDEMNITY CO. v. BAILEY
Opinion of the Court
1986 Orders and that the Clarifying Order erroneously
expands those orders to bar actions beyond the Bank
ruptcy Court’s subject-matter jurisdiction and statutory
authority. Travelers and the settling claimants responded
that the Clarifying Order is consistent with the terms of
the 1986 Orders, that this reading of the 1986 Orders does
not generate any jurisdictional or other statutory con
cerns, and that the Second Circuit’s prior rejection of a
challenge to the Insurance Settlement Order in MacAr­
thur, 837 F.2d 89, is controlling.
In its opinion explaining the judgment under review
here, the Second Circuit recognized that “[i]t is undisputed
that the bankruptcy court had continuing jurisdiction to
interpret and enforce its own 1986 orders,” and that “there
is no doubt that the bankruptcy court had jurisdiction to
clarify its prior orders.” 517 F. 3d, at 60–61. It also had
“little doubt that, in a literal sense, the instant claims
against Travelers ‘arise out of’ its provision of insurance
coverage to Manville,” id., at 67, and the court emphasized
that “[t]he bankruptcy court’s extensive factual findings
regarding Manville’s all-encompassing presence in the
asbestos industry and its extensive relationship with
Travelers support this notion” that the subjects of the
Clarifying Order fall within the scope of the 1986 Orders,
ibid. The Circuit nevertheless held that the Bankruptcy
Court could not, in enforcing the 1986 Orders, “enjoin
claims over which it had no jurisdiction,” id., at 61, and
that “[t]he ancillary jurisdiction courts possess to enforce
their own orders is itself limited by the jurisdictional
limits of the order sought to be enforced,” id., at 65, n. 22
(internal quotation marks omitted). See also id., at 65
(“The fact that our case involves a clarification of the
bankruptcy court’s prior order does not alter the jurisdic
tional predicate necessary to enjoin third-party non-debtor
claims”).
The Court of Appeals found that “the jurisdictional
Cite as: 557 U. S. ____ (2009) 9
Opinion of the Court
analysis by the lower courts falls short,” id., at 62, in
failing to recognize the significance of the fact that the
Direct Actions “do not seek to collect on the basis of Man
ville’s conduct,” but rather “seek to recover directly from
Travelers, a non-debtor insurer, for its own alleged mis
conduct,” id., at 63. The Court of Appeals held that the
Bankruptcy Court mistook its jurisdiction when it en
joined “claims brought against a third-party non-debtor
solely on the basis of that third-party’s financial contribu
tion to a debtor’s estate,” because “a bankruptcy court only
has jurisdiction to enjoin third-party non-debtor claims
that directly affect the res of the bankruptcy estate.” Id.,
at 66.
In reaching this result, the court explained that its prior
decision in MacArthur was not controlling, as there a
Manville asbestos distributor had challenged the authority
of the Bankruptcy Court to bar it from collecting out of
Manville’s own insurance coverage. 517 F. 3d, at 62.
Here, by contrast, “Travelers candidly admits that both
the statutory and common law claims seek damages from
Travelers that are unrelated to the policy proceeds.” Id.,
at 63. The Court of Appeals also considered the 1994
enactment of 11 U.S. C. §524(g), which provides explicit
statutory authority for a bankruptcy court to order the
channeling of claims against a debtor’s insurers to the
bankruptcy estate, but the court understood §524(g) to be
“limited to situations where a third party has derivative
liability for the claims against the debtor” and “was not
intended to reach non-derivative claims.” 517 F. 3d, at 68
(ellipsis and internal quotation marks omitted).
We granted certiorari, 555 U. S. ___ (2009) and now
reverse.
II
The Bankruptcy Court correctly understood that the
Direct Actions fall within the scope of the 1986 Orders, as
10 TRAVELERS INDEMNITY CO. v. BAILEY
Opinion of the Court
suits of this sort always have. The Court of Appeals,
however, believed it was free to look beyond the terms of
the 1986 Orders and so treated the action as one “con
cern[ing] the outer reaches of a bankruptcy court’s juris
diction.” 517 F. 3d, at 55. This, we think, was error. If
this were a direct review of the 1986 Orders, the Court of
Appeals would indeed have been duty bound to consider
whether the Bankruptcy Court had acted beyond its sub
ject-matter jurisdiction. See Arbaugh v. Y & H Corp., 546
U.S. 500, 514 (2006); Mansfield, C. & L. M. R. Co. v.
Swan, 111 U.S. 379, 382 (1884). But the 1986 Orders
became final on direct review over two decades ago, and
Travelers’ response to the Circuit’s jurisdictional ruling is
correct: whether the Bankruptcy Court had jurisdiction
and authority to enter the injunction in 1986 was not
properly before the Court of Appeals in 2008 and is not
properly before us.
A
We begin at our point of agreement with the Second
Circuit, that the Direct Actions are “Policy Claims” en
joined as against Travelers by the language of the 1986
Orders, which covered “claims, demands, allegations,
duties, liabilities and obligations” against Travelers,
known or unknown at the time, “based upon, arising out of
or relating to” Travelers’ insurance coverage of Manville.
App. to Pet. for Cert. in No. 08–295, at 439a. In a statute,
“[t]he phrase ‘in relation to’ is expansive,” Smith v. United
States, 508 U.S. 223, 237 (1993), and so is its reach here,
where “Policy Claims” covers not only “claims,” but even
“allegations” relating to the insurance coverage. Although
it would be possible (albeit quite a stretch) to suggest that
a “claim” only relates to Travelers’ insurance coverage if it
seeks recovery based upon Travelers’ specific contractual
obligation to Manville, “allegations” is not even remotely
amenable to such a narrow construction and clearly
Cite as: 557 U. S. ____ (2009) 11
Opinion of the Court
reaches factual assertions that relate in a more compre
hensive way to Travelers’ dealings with Manville.
The Bankruptcy Court’s uncontested factual findings
drive the point home. In substance, the Bankruptcy Court
found that the Direct Actions seek to recover against
Travelers either for supposed wrongdoing in its capacity
as Manville’s insurer or for improper use of information
that Travelers obtained from Manville as its insurer.
These actions so clearly involve “claims” (and, all the more
so, “allegations”) “based upon, arising out of or relating to”
Travelers’ insurance coverage of Manville, that we have no
need here to stake out the ultimate bounds of the injunc
tion. There is, of course, a cutoff at some point, where the
connection between the insurer’s action complained of and
the insurance coverage would be thin to the point of ab
surd. See California Div. of Labor Standards Enforcement
v. Dillingham Constr., N. A., Inc., 519 U.S. 316, 335
(1997) (SCALIA, J., concurring) (“[A]pplying the ‘relate to’
provision according to its terms was a project doomed to
failure, since, as many a curbstone philosopher has ob
served, everything is related to everything else”); New
York State Conference of Blue Cross & Blue Shield Plans
v. Travelers Ins. Co., 514 U.S. 645, 655 (1995). But the
detailed findings of the Bankruptcy Court place the Direct
Actions within the terms of the 1986 Orders without
pushing the limits.
Respondents argue that this is just revisionism perpe
trated by the Clarifying Order, which they say improperly
expanded the scope of the 1986 Orders to enjoin the Direct
Actions. Their position appears to be that the 1986 Orders
only bar actions against insurers seeking to recover de
rivatively for Manville’s wrongdoing, but not actions to
recover for Travelers’ own misconduct, no matter what its
relationship to Travelers’ coverage of Manville. But this
simply is not what the 1986 Orders say. The definition of
“Policy Claims” contains nothing limiting it to derivative
12 TRAVELERS INDEMNITY CO. v. BAILEY
Opinion of the Court
actions, and there is language in the 1986 Orders directly
to the contrary: The 1986 Orders not only enjoin bringing
expansively defined “Policy Claims” against the settling
insurers, but they go on to provide that the injunction has
no application to a claim previously brought against a
settling insurer “seeking any and all damages (other than
or in addition to policy proceeds) for bad faith or other
insurer misconduct alleged in connection with the han
dling or disposition of claims.” App. to Pet. for Cert. in No.
08–295, at 446a. There is no doubt about the implication,
that this same sort of claim brought after the 1986 Orders
become final will be barred. There would have been no
need for this exception if “Policy Claims” were limited to
claims against Travelers for Manville’s wrongdoing.
Respondents seek further refuge in evidence that before
entry of the 1986 Orders some parties to the Manville
bankruptcy (including Travelers) understood the proposed
injunction to bar only claims derivative of Manville’s
liability. They may well be right about that: we are in no
position to engage in factfinding on this point, but there
certainly are statements in the record that seem to sup
port respondents’ contention. See App. for Respondent
Chubb 1a–3a, 5a, 13a–14a. But be that as it may, where
the plain terms of a court order unambiguously apply, as
they do here, they are entitled to their effect. See, e.g.,
Negrón-Almeda v. Santiago, 528 F.3d 15, 23 (CA1 2008)
(“[A] court must carry out and enforce an order that is
clear and unambiguous on its face”); United States v.
Spallone, 399 F.3d 415, 421 (CA2 2005) (“[I]f a judgment
is clear and unambiguous, a court must adopt, and give
effect to, the plain meaning of the judgment” (internal
quotation marks omitted)). If it is black-letter law that
the terms of an unambiguous private contract must be
enforced irrespective of the parties’ subjective intent, see
11 R. Lord, Williston on Contracts §30:4 (4th ed. 1999), it
is all the clearer that a court should enforce a court order,
Cite as: 557 U. S. ____ (2009) 13
Opinion of the Court
a public governmental act, according to its unambiguous
terms.4 This is all the Bankruptcy Court did.
B
Given the Clarifying Order’s correct reading of the 1986
Orders, the only question left is whether the Bankruptcy
Court had subject-matter jurisdiction to enter the Clarify
ing Order. The answer here is easy: as the Second Circuit
recognized, and respondents do not dispute, the Bank
ruptcy Court plainly had jurisdiction to interpret and
enforce its own prior orders. See Local Loan Co. v. Hunt,
292 U.S. 234, 239 (1934). What is more, when the Bank
ruptcy Court issued the 1986 Orders it explicitly retained
jurisdiction to enforce its injunctions. See App. to Pet. for
Cert. in No. 08–295, at 284a–286a.
The Court of Appeals, however, went on to a different
jurisdictional enquiry. It held that the 1986 Orders could
not be enforced according to their terms because, as the
panel saw it, the Bankruptcy Court had exceeded its
jurisdiction when it issued the orders in 1986. We think,
though, that it was error for the Court of Appeals to re
evaluate the Bankruptcy Court’s exercise of jurisdiction in
——————
4 Even if we found the 1986 Orders to be ambiguous as applied to the
Direct Actions, and even if we concluded that it would be proper to look
to the parties’ communications to resolve that ambiguity, it is far from
clear that respondents would be entitled to upset the Bankruptcy
Court’s interpretation of the 1986 Orders. Numerous Courts of Appeals
have held that a bankruptcy court’s interpretation of its own confirma
tion order is entitled to substantial deference. See In re Shenango
Group Inc., 501 F.3d 338, 346 (CA3 2007); In re Dow Corning Corp.,
456 F.3d 668, 675 (CA6 2006); In re Optical Technologies, Inc., 425
F.3d 1294, 1300 (CA11 2005); In re Dial Business Forms, Inc., 341
F.3d 738, 744 (CA8 2003); In re National Gypsum Co., 219 F.3d 478,
484 (CA5 2000); In re Casse, 198 F.3d 327, 333 (CA2 1999); In re
Tomlin, 105 F.3d 933, 941 (CA4 1997); Monarch Life Ins. Co. v. Ropes
& Gray, 65 F.3d 973, 983 (CA1 1995); In re Weber, 25 F.3d 413, 416
(CA7 1994). Because the 1986 Orders clearly cover the Direct Actions,
we need not determine the proper standard of review.
14 TRAVELERS INDEMNITY CO. v. BAILEY
Opinion of the Court
1986.
On direct appeal of the 1986 Orders, anyone who ob
jected was free to argue that the Bankruptcy Court had
exceeded its jurisdiction, and the District Court or Court
of Appeals could have raised such concerns sua sponte. In
fact, one objector argued just that. In MacArthur, a dis
tributor of Manville asbestos claimed to be a coinsured
under certain Manville insurance policies and argued that
the 1986 Orders exceeded the Bankruptcy Court’s jurisdic
tion by preventing the distributor from recovering under
the policies; the Second Circuit disagreed, concluding that
the Bankruptcy Court had not stepped outside its jurisdic
tion or statutory authority.5 See 837 F. 2d, at 91–94. But
once the 1986 Orders became final on direct review
(whether or not proper exercises of bankruptcy court
jurisdiction and power), they became res judicata to the
“ ‘parties and those in privity with them, not only as to
every matter which was offered and received to sustain or
defeat the claim or demand, but as to any other admissible
matter which might have been offered for that purpose.’ ”
Nevada v. United States, 463 U.S. 110, 130 (1983) (quot
ing Cromwell v. County of Sac, 94 U.S. 351, 352 (1877)).
Those orders are not any the less preclusive because the
attack is on the Bankruptcy Court’s conformity with its
subject-matter jurisdiction, for “[e]ven subject-matter
jurisdiction . . . may not be attacked collaterally.” Kon­
——————
5 We agree with the Court of Appeals that MacArthur only resolved
the narrow question whether the Bankruptcy Court could enjoin
derivative claims against the insurers and did not address whether the
1986 Orders, in their entirety, were proper. We note MacArthur merely
to illustrate the obvious: the 1986 Orders were subject to challenge, on
jurisdictional grounds or otherwise, on direct review. The dissent
suggests that MacArthur limited the scope of the 1986 Orders to
derivative claims, see post, at 1, 7–9, but it did not. The question
whether the Bankruptcy Court had enjoined or could properly enjoin
nonderivative claims was not at issue in MacArthur and the court did
not answer it.
Cite as: 557 U. S. ____ (2009) 15
Opinion of the Court
trick v. Ryan, 540 U.S. 443, 455, n. 9 (2004). See also
Chicot County Drainage Dist. v. Baxter State Bank, 308
U.S. 371, 376 (1940) (“[Federal courts] are courts with
authority, when parties are brought before them in accor
dance with the requirements of due process, to determine
whether or not they have jurisdiction to entertain the
cause and for this purpose to construe and apply the stat
ute under which they are asked to act. Their determina
tions of such questions, while open to direct review, may
not be assailed collaterally”). So long as respondents or
those in privity with them were parties to the Manville
bankruptcy proceeding, and were given a fair chance to
challenge the Bankruptcy Court’s subject-matter jurisdic
tion, they cannot challenge it now by resisting enforce
ment of the 1986 Orders. See Insurance Corp. of Ireland
v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 702,
n. 9 (1982) (“A party that has had an opportunity to liti
gate the question of subject-matter jurisdiction may not
. . . reopen that question in a collateral attack upon an
adverse judgment”); Chicot County, supra, at 375 (“[T]hese
bondholders, having the opportunity to raise the question
of invalidity, were not the less bound by the decree be
cause they failed to raise it”).6
——————
6 The rule is not absolute, and we have recognized rare situations in
which subject-matter jurisdiction is subject to collateral attack. See,
e.g., United States v. United States Fidelity & Guaranty Co., 309 U.S.
506, 514 (1940) (a collateral attack on subject-matter jurisdiction is
permissible “where the issue is the waiver of [sovereign] immunity”);
Kalb v. Feuerstein, 308 U.S. 433, 439–440, 444 (1940) (where debtor’s
petition for relief was pending in bankruptcy court and federal statute
affirmatively divested other courts of jurisdiction to continue foreclo
sure proceedings, state-court foreclosure judgment was subject to
collateral attack). More broadly, the Restatement (Second) of Judg
ments §12, p. 115 (1980), describes three exceptional circumstances in
which a collateral attack on subject-matter jurisdiction is permitted:
“(1) The subject matter of the action was so plainly beyond the court’s
jurisdiction that its entertaining the action was a manifest abuse of
16 TRAVELERS INDEMNITY CO. v. BAILEY
Opinion of the Court
The willingness of the Court of Appeals to entertain this
sort of collateral attack cannot be squared with res judi
cata and the practical necessity served by that rule. “It is
just as important that there should be a place to end as
that there should be a place to begin litigation,” Stoll v.
Gottlieb, 305 U.S. 165, 172 (1938), and the need for final
ity forbids a court called upon to enforce a final order to
“tunnel back . . . for the purpose of reassessing prior juris
diction de novo,” In re Optical Technologies, Inc., 425 F.3d
1294, 1308 (CA11 2005). If the law were otherwise, and
“courts could evaluate the jurisdiction that they may or
may not have had to issue a final judgment, the rules of
res judicata . . . would be entirely short-circuited.” Id., at
1307; see Willy v. Coastal Corp., 503 U.S. 131, 137 (1992)
(“[T]he practical concern with providing an end to litiga
tion justifies a rule preventing collateral attack on subject
matter jurisdiction”). Almost a quarter-century after the
1986 Orders were entered, the time to prune them is over.7
——————
authority; or
“(2) Allowing the judgment to stand would substantially infringe the
authority of another tribunal or agency of government; or
“(3) The judgment was rendered by a court lacking capability to make
an adequately informed determination of a question concerning its own
jurisdiction and as a matter of procedural fairness the party seeking to
avoid the judgment should have opportunity belatedly to attack the
court’s subject matter jurisdiction.”
This is no occasion to address whether we adopt all of these exceptions.
Respondents do not claim any of them, and we do not see how any
would apply here. This is not a situation, for example, in which a
bankruptcy court decided to conduct a criminal trial, or to resolve a
custody dispute, matters “so plainly beyond the court’s jurisdiction”
that a different result might be called for.
7 Respondents point out that it is Travelers, not they, who moved the
Bankruptcy Court to enforce the 1986 Orders. But who began the
present proceedings has no bearing on the application of res judicata; to
the extent respondents argue that the 1986 Orders should not be
enforced according to their terms because of a jurisdictional flaw in
1986, this argument is an impermissible collateral attack. And to the
extent respondents disclaim any initial intent to mount such an attack,
Cite as: 557 U. S. ____ (2009) 17
Opinion of the Court
III
Our holding is narrow. We do not resolve whether a
bankruptcy court, in 1986 or today, could properly enjoin
claims against nondebtor insurers that are not derivative
of the debtor’s wrongdoing. As the Court of Appeals noted,
in 1994 Congress explicitly authorized bankruptcy courts,
in some circumstances, to enjoin actions against a non
debtor “alleged to be directly or indirectly liable for the
conduct of, claims against, or demands on the debtor to the
extent such alleged liability . . . arises by reason of . . . the
third party’s provision of insurance to the debtor or a
related party,” and to channel those claims to a trust for
payments to asbestos claimants. 11 U.S. C. §524
(g)(4)(A)(ii). On direct review today, a channeling injunc
tion of the sort issued by the Bankruptcy Court in 1986
would have to be measured against the requirements of
§524 (to begin with, at least). But owing to the posture of
this litigation, we do not address the scope of an injunction
authorized by that section.8
Nor do we decide whether any particular respondent is
bound by the 1986 Orders. We have assumed that re
spondents are bound, but the Court of Appeals did not
consider this question. Chubb, in fact, relying on Amchem
Products, Inc. v. Windsor, 521 U.S. 591 (1997), and Ortiz
v. Fibreboard Corp., 527 U.S. 815 (1999), has maintained
that it was not given constitutionally sufficient notice of
the 1986 Orders, so that due process absolves it from
following them, whatever their scope. See 340 B. R., at 68.
The District Court rejected this argument, id., at 68–69,
but the Court of Appeals did not reach it, 517 F. 3d, at 60,
——————
this too is irrelevant, since the decision of the Court of Appeals is what
we review and find at odds with finality.
8 Section 524(h) provides that under some circumstances §524(g) op
erates retroactively to validate an injunction. We need not decide
whether those circumstances are present here.
18 TRAVELERS INDEMNITY CO. v. BAILEY
Opinion of the Court
n. 17. On remand, the Court of Appeals can take up this
objection and any others that respondents have preserved.
IV
We reverse the judgment of the Court of Appeals and
remand for further proceedings consistent with this
opinion.
It is so ordered.
Cite as: 557 U. S. ____ (2009) 1
STEVENS, J., dissenting
SUPREME COURT OF THE UNITED STATES
_________________
Nos. 08–295 and 08–307
_________________
THE TRAVELERS INDEMNITY COMPANY, ET AL.,
PETITIONERS
08–295 v.
PEARLIE BAILEY ET AL.
COMMON LAW SETTLEMENT COUNSEL,
PETITIONER
08–307 v.
PEARLIE BAILEY ET AL.
ON WRITS OF CERTIORARI TO THE UNITED STATES COURT OF
APPEALS FOR THE SECOND CIRCUIT
[June 18, 2009]
JUSTICE STEVENS, with whom JUSTICE GINSBURG joins,
dissenting.
The Court holds that the plain terms of an injunction
entered by the Bankruptcy Court as part of the 1986
reorganization of Johns-Manville Corporation (Manville)
bar actions against Manville’s insurers for their own
wrongdoing. I disagree. In my view, the injunction bars
only those claims against Manville’s insurers seeking to
recover from the bankruptcy estate for Manville’s miscon
duct, not those claims seeking to recover against the in
surers for their own misconduct. This interpretation
respects the limits of the Bankruptcy Court’s power; it is
consistent with the Court of Appeals’ understanding when
it upheld the 1986 injunction on direct review and with
Congress’ codification of the Manville bankruptcy ap
proach for future asbestos proceedings in 11 U.S. C.
§524(g); and it makes sense of Travelers’ payment of $445
2 TRAVELERS INDEMNITY CO. v. BAILEY
STEVENS, J., dissenting
million in 2004 in exchange for a Bankruptcy Court order
that supposedly “clarified” an unambiguous injunction.
Because the 1986 injunction has never meant what the
Court today assumes, respondents’ challenge is not an
impermissible collateral attack. The Court of Appeals
correctly concluded that the Bankruptcy Court’s 2004
order improperly enjoined the state-law claims at issue in
this proceeding.
I
At the heart of the dispute in this litigation is the dis
tinction between two types of lawsuits seeking recovery
from Manville’s primary insurer, The Travelers Indemnity
Company, and its affiliates (together, Travelers). The first
class, which I shall call “insurer actions,” comprises suits
in which the plaintiff is asserting that Travelers, as an
insurer of Manville, has a duty to satisfy the plaintiff’s
claim against Manville. Plaintiffs in that class include not
only members of the public exposed to asbestos but also
Manville factory workers and vendors of Manville prod
ucts. The second class, which I shall call “independent
actions,” comprises suits in which the plaintiff is asserting
that Travelers is liable for its own misconduct. The plain
tiffs in these suits have alleged both violations of state
consumer-protection laws and breaches of common-law
duties. See ante, at 4.
Suits that are called “direct actions” in the proceedings
below and in the Court’s opinion may fall in either cate
gory, but as the Court acknowledges the “true” definition
of that term describes only insurer actions. Ante, at 4–5,
n. 2; see Black’s Law Dictionary 491 (8th ed. 2004). True
direct actions are lawsuits in which a plaintiff claims that
she was injured by Manville and seeks recovery directly
from its insurer without first obtaining a judgment
against Manville. The global settlement that made the
1986 reorganization of Manville possible clearly encom
Cite as: 557 U. S. ____ (2009) 3
STEVENS, J., dissenting
passed all such direct actions; Manville’s insurers paid
$770 million, including $80 million from Travelers, into
the Manville Personal Injury Settlement Trust (Manville
Trust) to which these actions would be channeled. But
many of the claims that gave rise to the instant litigation
allege no breach of duty by Manville and seek no recovery
from the Manville Trust. See ante, at 4–5, n. 2. They are
claims against Travelers based on its own alleged viola
tions of state statutes and common-law rules. Thus, even
though the Court calls these claims “direct actions,” they
are nothing of the sort. They are independent actions.
Some of the independent actions are based on facts
concerning Travelers’ insurance relationship with Man
ville. A number of suits, for example, allege that Travel
ers acquired information about asbestos-related hazards
from Manville that it had a duty to disclose to third par
ties.1 This sort of factual nexus does not, however, trans
form an independent action into an insurer action. In
stead, the question remains whether a suit seeks to
recover from Travelers for Manville’s wrongdoing or in
stead seeks to recover from Travelers for its own wrongdo
ing, making no claim on Manville’s insurance policy pro
ceeds or other assets of the Manville bankruptcy estate.
Recognizing the distinction between insurer actions and
independent actions, the Court of Appeals held that the
Bankruptcy Court had improperly enjoined the latter in
its 2004 order.2 Without ruling on the extent of the Bank
ruptcy Court’s power, see ante, at 17, the Court today
——————
1 The theories asserted in many of the state-law actions are novel,
and, as the Court of Appeals noted, these claims “have met with almost
universal failure in the state courts.” In re Johns-Manville Corp., 517
F.3d 52, 68 (CA2 2008).
2 The Court of Appeals noted that the Bankruptcy Court had not con
sidered whether the various actions at issue were properly classified as
insurer actions or independent actions, and it remanded for the Bank
ruptcy Court to undertake this assessment.
4 TRAVELERS INDEMNITY CO. v. BAILEY
STEVENS, J., dissenting
concludes that the 1986 injunction unambiguously barred
independent actions and that the Bankruptcy Court’s 2004
order simply clarified, and did not enlarge, the scope of
that injunction. Based on that premise, the Court holds
that respondents are challenging the Bankruptcy Court’s
authority to have issued the injunction in 1986, and it
deems the challenge an impermissible collateral attack. I
disagree with both the Court’s understanding of the 1986
injunction and its attendant res judicata analysis.
II
The 1986 order of the Bankruptcy Court approving the
insurance settlement agreements (Insurance Settlement
Order), which was incorporated by reference in the order
confirming Manville’s plan of reorganization, includes
three related protections for Manville’s insurers, each
focused on the company’s insurance policies. It releases
the insurers from all “Policy Claims,” channels these
claims to the Manville Trust, and permanently enjoins all
persons from commencing or continuing a proceeding for
“Policy Claims” against a settling insurer. App. to Pet. for
Cert. 445a–446a. The Insurance Settlement Order defines
“Policy Claims” as:
“any and all claims, demands, allegations, duties, li
abilities and obligations (whether or not presently
known) which have been, or could have been, or might
be, asserted by any Person against any or all members
of the [Manville] Group or against any or all members
of the Settling Insurer Group based upon, arising out
of or relating to any or all of the Policies.” Id., at 439a
(emphasis added).3
——————
3 As
the Court notes, the order confirming Manville’s reorganization
plan contains an additional injunction barring claims against the
settling insurance companies. Ante, at 4, n. 1. The language in that
order enjoins only insurer actions. See App. to Pet. for Cert. 286a–288a
Cite as: 557 U. S. ____ (2009) 5
STEVENS, J., dissenting
Focusing on the italicized phrase, and particularly the
term “relating to,” the Court declares that this language
“is not even remotely amenable” to a construction that
excludes independent actions and “clearly reaches factual
assertions that relate in a more comprehensive way to
Travelers’ dealings with Manville.” Ante, at 10–11. Thus,
it concludes that “the plain terms of [the] court order
unambiguously” bar independent actions. Ante, at 12.
The Court doth protest too much. Indeed, despite its
insistence that the definition of “Policy Claims” is unam
biguous, the Court quickly concludes that it cannot apply
the “based upon, arising out of or relating to” language
literally because there is a “cutoff at some point, where the
connection between the insurer’s action complained of and
the insurance coverage would be thin to the point of ab
surd.” Ante, at 11. Presumably, for instance, the Court
would not deem enjoined a state-law claim for personal
injuries caused by a Travelers’ agent’s reckless driving
while en route to the courthouse to defend Manville even
though, in a literal sense, this suit relates to (perhaps
even arises out of) Travelers’ performance of its policy
obligations to Manville. The Court determines that it
need not “stake out the ultimate bounds of the injunction”
because it can rely on the Bankruptcy Court’s “uncon
tested factual findings” that the particular independent
actions at issue fall within the category that it had in
tended to enjoin. Ibid.
If the definition of the term “Policy Claims” is not ame
nable to a purely literal construction and the Court must
look beyond the four corners of the Insurance Settlement
——————
(enjoining actions against settling insurance companies seeking,
directly or indirectly, to recover on or with respect to a “Claim, Interest,
or Other Asbestos Obligation”); id., at 56a, n. 6 (defining “Other Asbes
tos Obligation” as an obligation arising directly or indirectly from acts
or omissions of a debtor). The parties accordingly focus on whether the
Insurance Settlement Agreement enjoins independent actions.
6 TRAVELERS INDEMNITY CO. v. BAILEY
STEVENS, J., dissenting
Order to ascertain its meaning, however, the Bankruptcy
Court’s factual findings in 2004 are not the best guide. I
would instead construe the order with reference to the
limits of the Bankruptcy Court’s authority—limits that
were well understood by the insurers during the original
settlement negotiations—and with reference to the Court
of Appeals’ interpretation of the Insurance Settlement
Order when it upheld it against a jurisdictional challenge
in 1988.
We should not lightly assume that the Bankruptcy
Court entered an order that exceeded its authority. When
a bankruptcy proceeding is commenced, the bankruptcy
court acquires control of the debtor’s assets and the power
to discharge its debts. A bankruptcy court has no author
ity, however, to adjudicate, settle, or enjoin claims against
nondebtors that do not affect the debtor’s estate. Because
Travelers’ insurance policies were a significant asset of the
Manville bankruptcy estate, the Bankruptcy Court had
the power to channel claims to the insurance proceeds to
the Manville Trust. But this by no means gave it the
power to enjoin claims against nondebtors like Travelers
that had no impact on the bankruptcy estate. Thus, even
accepting the Bankruptcy Court’s representation in 2004
that it had “meant to provide the broadest protection
possible” to the settling insurers, App. to Pet. for Cert.
172a, such relief could not include protection from inde
pendent actions.
That the Bankruptcy Court was without authority to
enjoin independent actions was well understood by both
Manville and Travelers during their settlement negotia
tions. In Manville’s memorandum in support of the Insur
ance Settlement Agreement, it clarified that it did “not
seek to have [the Bankruptcy] Court release its Settling
Insurers from claims by third parties based on the In
surer’s own tortious misconduct towards the third party”
but rather sought only to release the insurers “from the
Cite as: 557 U. S. ____ (2009) 7
STEVENS, J., dissenting
rights Manville might itself have against them or rights
derivative of Manville’s rights under the policies being
compromised and settled.” App. for Respondent Chubb
Indemnity Insurance Co. 5a. This understanding reflected
not only the basic fact that the settlement was between
Manville and its insurers (and not third parties), but also
the parties’ knowledge that the “Second Circuit [had held]
that the bankruptcy courts lack power to discharge ‘inde
pendent’ claims of third parties against nondebtors.” Id.,
at 5a–6a.
Travelers similarly acknowledged the limits of the
Bankruptcy Court’s power. Noting that “[t]he court has in
rem jurisdiction over the Policies and thus the power to
enter appropriate orders to protect that jurisdiction,” it
stated that “the injunction is intended only to restrain
claims against the res (i.e., the Policies) which are or may
be asserted, against the Settling Insurers.” Id., at 13a–
14a;4 see also id., at 10a (memorandum of the legal repre
sentative of the Bankruptcy Court noting that “[a]ll par
ties seem to agree that any injunction, channeling order
and release is limited to this Court’s jurisdiction over the
res”). In short, it was apparent to the settling parties, and
no doubt also to the Bankruptcy Court, that the court
lacked the power to enjoin third-party claims against
nondebtors that did not affect the debtor’s estate.
When the Court of Appeals upheld the injunction bar
ring the assertion of “Policy Claims” against Manville’s
insurers it, too, understood these limits of the Bankruptcy
Court’s authority. MacArthur Corporation, a Manville
asbestos distributor, claimed to be a coinsured under
Manville’s insurance policies by virtue of “vendor en
——————
4 This statement of Travelers’ intent belies the Bankruptcy Court’s
suggestion that enjoining independent actions was a necessary condi
tion of Travelers’ contribution to the Manville estate. See App. to Pet.
for Cert. 170a–173a.
8 TRAVELERS INDEMNITY CO. v. BAILEY
STEVENS, J., dissenting
dorsements” in those policies entitling distributors to
insurance coverage for claims arising from their sale of
Manville products. MacArthur argued that the Bank
ruptcy Court lacked authority to issue the Insurance
Settlement Order, which prevented it from suing the
insurers, because this order constituted a de facto dis
charge in bankruptcy of nondebtor parties not entitled to
Chapter 11 protection. In rejecting MacArthur’s argu
ment, the Court of Appeals did not hold that the Bank
ruptcy Court possessed the authority to enjoin all actions
against the insurers bearing some factual connection to
Manville. Rather, it held that MacArthur had miscon
strued the scope of the Bankruptcy Court’s order, which
precluded “only those suits against the settling insurers
that arise out of or relate to Manville’s insurance policies.”
MacArthur Co. v. Johns-Manville Corp., 837 F.2d 89, 91
(CA2 1988).
The Court of Appeals reasoned that this language en
joined MacArthur’s claims because “MacArthur’s rights as
an insured vendor are completely derivative of Manville’s
rights as the primary insured.” Id., at 92. Just as asbes
tos victims were “barred from asserting direct actions
against the insurers,” so too was MacArthur barred be
cause “in both instances, third parties seek to collect out of
the proceeds of Manville’s insurance policies on the basis of
Manville’s conduct.” Id., at 92–93 (emphasis added). The
Court of Appeals further held that, because Manville’s
policies were property of the bankruptcy estate, the Bank
ruptcy Court had “properly issued the orders pursuant to
its equitable and statutory powers to dispose of the
debtor’s property free and clear of third-party interests
and to channel those interests to the proceeds thereby
created.” Id., at 91.
As the Court of Appeals recognized in the instant pro
ceedings, its earlier interpretation of the Insurance Set
tlement Order in MacArthur did not and does not extend
Cite as: 557 U. S. ____ (2009) 9
STEVENS, J., dissenting
to the independent actions at issue in the instant suit:
“Travelers candidly admits that both the statutory and
common law claims seek damages from Travelers that are
unrelated to the policy proceeds, quite unlike the claims in
MacArthur . . . where plaintiffs sought indemnification or
compensation for the tortious wrongs of Manville to be
paid out of the proceeds of Manville’s insurance policies.”
In re Johns-Manville Corp., 517 F.3d 52, 63 (CA2 2008).
Also in contrast to MacArthur, “the claims at issue here do
not seek to collect on the basis of Manville’s conduct. . . .
Instead, the Plaintiffs seek to recover directly from Trav
elers, a non-debtor insurer, for its own alleged miscon
duct.” Ibid.
The Court of Appeals’ interpretation of the 1986 Insur
ance Settlement Order as enjoining only insurer actions
and not independent actions is further supported by a
statutory provision patterned after the Manville settle
ment. In the Bankruptcy Reform Act of 1994, Congress
adopted 11 U.S. C. §524(g) to expressly authorize the
approach of the Manville bankruptcy in future asbestos
related bankruptcies. In granting bankruptcy courts the
power to provide injunctive relief to nondebtors, Congress
stated that courts may bar an action directed against a
third party who “is alleged to be directly or indirectly
liable for the conduct of, claims against, or demands on the
debtor to the extent such alleged liability of such third
party arises by reason of . . . the third party’s provision of
insurance to the debtor or a related party.”
§524(g)(4)(A)(ii) (emphasis added). As the italicized lan
guage makes clear, the statute permits a bankruptcy court
to enjoin actions seeking to proceed against a nondebtor
insurer for a debtor’s wrongdoing, but it does not confer
power to enjoin independent actions arising out of the
insurer’s own wrongdoing. See generally In re Combustion
Engineering, Inc., 391 F.3d 190, 235, n. 47 (CA3 2004)
(explaining that §524(g), like the Manville injunction, is
10 TRAVELERS INDEMNITY CO. v. BAILEY
STEVENS, J., dissenting
limited to insurer actions). Had Congress interpreted
“Policy Claims” in the manner the Court does today, and
had it sought to codify that definition, it would have used
broader language.
Finally, it is worth asking why Travelers paid more
than $400 million in 2004 to three new settlement funds
in exchange for the Bankruptcy Court’s order “clarifying”
that the independent actions “are—and always have
been—permanently barred” by the 1986 injunction. App.
to Pet. for Cert. 170a. If the 1986 injunction were as clear
as the Court assumes, surely Travelers would not have
paid $445 million—more than five times the amount of its
initial contribution to the Manville Trust—to obtain a
redundant piece of paper.
In sum, I believe the 1986 Insurance Settlement Order
did not enjoin independent actions of the sort giving rise to
these proceedings. A contrary conclusion ignores the
limits of the Bankruptcy Court’s authority, the Court of
Appeals’ interpretation of the order upheld on direct re
view in 1988, Congress’ approval of the Manville reorgani
zation, and Travelers’ own conduct during both the 1986
and 2004 settlement negotiations.
III
The Court’s holding that respondents’ challenge is an
impermissible collateral attack is predicated on its deter
mination that the 1986 Insurance Settlement Order
plainly enjoined their independent actions. See ante, at
13–14. Because I disagree with this premise, I also dis
agree with the Court’s preclusion analysis. In challenging
the Bankruptcy Court’s 2004 order “clarifying” the scope of
the Insurance Settlement Order, respondents were in fact
timely appealing an order that rewrote the scope of the
1986 injunctions. Their objection could not have been
raised on direct appeal of the 1986 order because it was
not an objection to anything in that order. And, of course,
Cite as: 557 U. S. ____ (2009) 11
STEVENS, J., dissenting
the Court of Appeals did not rule on a challenge to the
enjoining of independent actions during direct review, as
the Court acknowledges. See ante, at 14, n. 5. To the
contrary, it interpreted the 1986 order as reaching only
insurer actions. Thus, there neither was nor reasonably
could have been a prior challenge that the 1986 order
impermissibly enjoined independent actions.
Because the Court regards respondents’ challenge as a
collateral attack, it brushes aside their jurisdictional
objection to the Bankruptcy Court’s 2004 order on the
ground that “the Bankruptcy Court plainly had jurisdic
tion to interpret and enforce its own prior orders.” Ante,
at 13. But neither respondents nor the Court of Appeals
contested that point. Rather, respondents argued that the
Bankruptcy Court was not merely interpreting and enforc
ing its prior orders and that it had no jurisdiction to enjoin
the independent actions when it approved the 2004 set
tlements. The Court of Appeals accordingly examined
whether the 2004 order improperly expanded the scope of
the 1986 injunction and concluded that it did, thereby
enjoining claims that were beyond the Bankruptcy Court’s
power to enjoin.
In my view, the judgment of the Court of Appeals was
correct. The 1986 Insurance Settlement Order did not bar
independent actions, and the Bankruptcy Court lacked
any basis for enjoining those actions in 2004. The inde
pendent actions have no effect on the bankruptcy estate,
and “bankruptcy courts have no jurisdiction over proceed
ings that have no effect on the debtor.” Celotex Corp. v.
Edwards, 514 U.S. 300, 309, n. 6 (1995). The Court of
Appeals thus correctly concluded that the Bankruptcy
Court had impermissibly enjoined “claims against Travel
ers that were predicated, as a matter of state law, on
Travelers’ own alleged misconduct and were unrelated to
Manville’s insurance policy proceeds and the res of the
Manville estate.” 517 F. 3d, at 68.
12 TRAVELERS INDEMNITY CO. v. BAILEY
STEVENS, J., dissenting
IV
Because I am persuaded that the 1986 Insurance Set
tlement Order did not encompass independent actions and
that that Bankruptcy Court improperly enjoined such
actions in 2004, I respectfully dissent.