Commitments And Contingencies | 12. Commitments and Contingencies Lac-Mégantic, Quebec We and certain of our subsidiaries, including DPTS and DPTSM, are among the many defendants named in various lawsuits relating to the derailment of a Montreal Main & Atlantic Railroad, Ltd. ("MM&A") train in Lac-Mégantic, Quebec. We believe all claims asserted against us and our subsidiaries are without merit and we intend to vigorously defend against such claims. On July 6, 2013, an unmanned freight train operated by MM&A with 72 50,000 On July 15, 2013, four 30 Around July 29, 2013, twenty eight seventeen two Additional claims, lawsuits, proceedings, investigations and orders may be filed, commenced or issued with respect to the incident, which may involve civil claims for damages or governmental investigative, regulatory or enforcement actions against us. On December 5, 2014, we entered into an Indemnification and Release Agreement with WFS. Under this agreement, WFS, on behalf of itself and its direct and indirect subsidiaries, has agreed to indemnify us, each of our subsidiaries, including DPTS and DPTSM, for third party claims for bodily injury, death, property damage, economic loss, loss of consortium, loss of income and similar claims in connection with, relating to, or otherwise arising from the derailment, in each case solely to the extent not covered by insurance or otherwise paid for by third parties. In addition, we agreed to indemnify WFS for (i) fifty percent ( 50 50 10 On June 8, 2015, we entered into a settlement agreement (the "Settlement Agreement") with the Trustee, Montreal, Maine and Atlantic Canada Co. ("MMAC"), and the monitor (the "Monitor") in MMAC's Canadian bankruptcy (collectively, the "MMA Parties") to resolve all claims arising out of the derailment. Under the terms of the Settlement Agreement, WFS will contribute $ 110 In consideration of the Settlement Payment and the assignment of claims to the Trustee and MMAC, we and certain of our subsidiaries, including DPTS and DPTSM (collectively, the "DAKP Parties"), will receive the benefit of the global releases and injunctions set forth in the respective bankruptcy plans filed by the Trustee in the U.S. and by MMAC in Canada (the "U.S. Bankruptcy Plan" and the "CCAA Plan" respectively, each a "Plan" and collectively the "Plans"). The effect of these global releases and injunctions will be to bar all claims which may exist now or in the future against the DAKP Parties arising out of the derailment, other than criminal claims which by law may not be released. Neither the global releases and injunctions set forth in the Plans nor our obligations will be effective unless and until the Plans are approved by creditors in both the U.S. and Canadian bankruptcies, an order sanctioning the CCAA Plan and confirming the U.S. Bankruptcy Plan is issued by the Canadian and U.S. bankruptcy courts, respectively, and each order becomes final and non-appealable ("Final Approval"). On June 9, 2015, MMAC's creditors voted to approve the CCAA Plan. In connection with CCAA Plan sanction process, CPR objected to the jurisdiction of the Canadian court and the sanctioning of the CCAA Plan. On July 13, 2015, the bankruptcy court in Canada issued orders overruling CPR's objections and sanctioning the CCAA Plan, both of which remain subject to appeal. On July 15, 2015, the U.S. bankruptcy court held a hearing to consider approval of the Trustee's disclosure statement related to the U.S. Bankruptcy Plan. In connection with that hearing, certain parties objected to approval of the disclosure statement, including CPR. At the hearing, the bankruptcy court in the U.S. overruled all of the objections, approved the disclosure statement and established certain dates for the process of confirming the U.S. Bankruptcy Plan, which dates are subject to change. Creditors in the U.S. bankruptcy have not yet voted on the U.S. Bankruptcy Plan and the U.S. bankruptcy court has not yet issued a ruling on the U.S. Bankruptcy Plan, which remains subject to challenge by third parties objecting to the Plan. If an order is issued by the U.S. bankruptcy court confirming the Plan, such order would be subject to appeal. As a result, Final Approval of the Plans and the related timing remain uncertain. Under the terms of Settlement Agreement, the Trustee and MMAC agreed to move to stay, pursuant to relevant sections of U.S. or Canadian bankruptcy codes, any and all claims or proceedings that are currently pending or subsequently filed against the DAKP Parties prior to Final Approval of the Plans. In conjunction with the Settlement Agreement, plaintiffs' counsel in the Quebec class action and plaintiffs' counsel in the U.S. personal injury cases agreed, upon execution of the Settlement Agreement by the DAKP Parties, to stay the Quebec Class Action and the U.S. personal injury cases. Consistent with the Settlement Agreement, we expect that the actions pending against us in Maine, Illinois and Texas, and the Quebec class action, will all be stayed as to the DAKP Parties in due course. We believe the claims against us in the Quebec class action and the cases pending against us in Maine, Illinois and Texas are without merit. To the extent these actions are not stayed, or if the Plans do not receive Final Approval, we intend to vigorously defend against such claims and pursue any and all defenses available. If and when the Plans receive Final Approval, the global releases and injunctions set forth in the Plans will act to bar all of these claims. We are currently unable to determine the probability of loss or reasonably estimate a range of potential losses related to the aforementioned proceedings. Accordingly, we have not made any provisions for these potential losses in our consolidated financial statements. Dakota Petroleum Transport Solutions, LLC TJMD, LLP v. Dakota Petroleum Transport Solutions, LLC Since October 2012, DPTS has been involved in litigation with TJMD, LLP, a North Dakota limited liability partnership ("TJMD") arising out of the termination of TJMD as operator of the transloading facility, which DPTS leases for the use and benefit of their business. TJMD alleges that a wrongful termination without cause on 90-day's written notice occurred in June 2012 under the implied covenant of good faith and fair dealing, and a second wrongful termination occurred in September 2012, when DPTS finally terminated the contract before the end of the 90-day period. TJMD is seeking payment for work performed prior to the final, September termination, as well as, monetary damages for future losses, and other relief. Because the outcome of litigation is inherently uncertain, DPTS cannot estimate the possible loss or range of loss for this matter. DPTS intends to vigorously defend against this claim. As of June 30, 2015, DPTS has not recorded any accruals associated with this legal claim. Dakota Petroleum Transport Solutions, LLC v. TJMD, LLP, et al. Since April 2013, DPTS has been involved in litigation with TJMD, Rugged West Services, LLC, a foreign limited liability company ("Rugged West"), and JT Trucking, a foreign limited liability company ("JT"), arising out of crude oil spills that occurred at DPTS's transloading facility while TJMD was operating the facility. DPTS leases the facility for the use and benefit of their business. Trucks haul crude oil to the transloading facility where crude is moved onto railcars and shipped to various locations across the country. DPTS has asserted a claim against TJMD for contractual liability because TJMD must indemnify DPTS for cleanup and remediation expenses incurred as the result of the crude oil spills, based on Service Agreements TJMD entered into with DPTS which provide for contractor indemnification. DPTS has asserted claims against TJMD, Enterprise Crude and JT for negligence in causing or allowing the spills to occur which proximately caused damages to DPTS, entitling DPTS to recovery. DPTS has also asserted claims against TJMD, Enterprise Crude and JT for trespass and nuisance, claiming the defendants exceeded the consent to be on the property, entitling DPTS to recovery. TJMD has filed third-party complaints against several trucking companies for indemnification and contribution. Many of these third-party defendants have settled out of the case. DPTS continues to actively attempt to recover cleanup and remediation costs on a spill-by-spill basis from each of the trucking companies involved in the specific spills, and also from TJMD. Trial is scheduled to begin November 2, 2015. Because the outcome of litigation is inherently uncertain, we cannot estimate the possible recovery for this matter at this time. DPTS is vigorously pursuing its claims. |