On September 26, 2025, Weil won a complete victory in the Second Circuit for ExxonMobil, when – merely two days after oral argument – the Court of Appeals held that the district court properly determined the scope of ExxonMobil’s defense and indemnity obligation. The Court of Appeal’s holding affirmed the lower court’s complete defense verdict, which denied British Petroleum North America, Inc. (“BP”), millions of dollars it sought from ExxonMobil in attorneys’ fees.

BP had demanded that ExxonMobil defend and indemnify BP against “any and all claims” asserted in dozens of lawsuits concerning environmental contamination in the Greenpoint area of Brooklyn, New York, pursuant to a prior agreement between the parties. ExxonMobil argued that its defense obligation only extended to claims that ExxonMobil had promised to indemnify. By contrast, BP asserted that Illinois insurance law required ExxonMobil to defend against all the asserted claims, even claims that were outside the scope of the indemnity.

After years of litigation, the district court found that, under governing Illinois law, ExxonMobil was not obligated to defend BP against “any and all claims” asserted in these underlying suits – only the covered claims. The district court then held a jury trial to determine whether ExxonMobil breached that duty. A unanimous jury decisively found that ExxonMobil did not breach.

On appeal, BP argued that the parties’ contract functioned like an insurance contract, which should be interpreted under insurance doctrines. In contrast, Weil argued that the agreement was a commercial indemnity arrangement between sophisticated parties and should be governed by ordinary contract law. The Second Circuit agreed with ExxonMobil and soundly rejected BP’s contentions, holding that under Illinois law, such agreements are distinct from insurance contracts and should not be subject to insurance-specific doctrines. This was a significant win for the client, and put an end to the nearly two-decade long dispute. It also clarified Illinois law governing private indemnities.

The Weil team defending ExxonMobil was led by David Lender, Co-Chair of Weil’s global Litigation Department; Zack Tripp, Co-Head of Weil’s Appeals and Strategic Counseling practice, who argued the appeal; partner Jennifer Brooks Crozier; and associate Amar Adam.