1 (Slip Opin i o n) OCTOBER T ERM, 20 08 Sy llabu s N O TE : Wh er e it i s feas ibl e , a s yllab u s (h ead n ot e) wil lbe rel e as ed , as is bein g d o n e incon n ecti onwithth is cas e , a tth e ti meth e op in i o n is is s u ed

. Th e s yll abu s con s titu tes n o p a rt of th e op in i o nof th eC o u r t bu t h a s be en pre p are dbyt h e Re po rte ro f De ci sio n s fo r t h e co nveni e nce of t h e reade r . Se e United Statesv. Detroit Timbe r& Lumb er Co., 200U. S

. 3 21, 337

. 

## SUPREME CO URT O FTHE UNI TED STATES
Sy llabu s TRAV EL E R S INDEM N ITY CO. ET AL
. v . BAI LEY ET AL
. CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE SECON D CIRCUIT No. 08–2 95. Ar g u ed M a r c h30, 200 9—Dec i ded Ju n e18, 2009 * As part of the 198 6 reorgani zation plan of the Johns-Manville Corpora

tion (Manville), an as bestos supplier and manufacturer of asbes t os conta i ning pr oducts , the Ba nkruptcy Co urt a pproved as e ttlemen t providing that Manville’s insurers , including The Travelers Indem

nityCompanyand r e la ted c o mpanies (Tr a v e ler s ), would c o ntr ibute to the corp us of th e Manville PersonalInjury Settlement T r ust (Trust), and releasingthose insurers from any “Policy Claims ,” which were c h anneled to the Tr ust. “Polic yClaims ” inc l ude, as r e lev a nt her e , “claim s” and “ a llegation s” a g ainst the insurers “based upon, arising out of or rela ti ng to” the Ma nville insurance policies. T h e sett lement agreement and reorganiza tion plan were approved by the Bankruptcy Cou r t (1986 O r der s ) an d wer eaffir m ed byth e Distr i c tCou r t an d th e Second Circui t

. Ove ra decade later pl ai ntiffs began filing asbes t o s ac tion s ag ain s t Tr av eler s in sta t e c o urts (D irect Actions), often seek

ing to reco ver from Travele r s not for Ma nville’s wrongdoing but for Travelers’ own alleged viol ations of state consumer-protection stat

u t es orof c o mmonlaw du tie s . In v o kin gth e 1986 Or de r s , Tr av eler s asked the Ban k ruptcy Courtto enjoin 26 Direct Actions. Ulti m ately, a se ttle m ent was r e ac hed, in whic h Travelers agreed to make pay ments to c o m p ensate the D i r e c tAc ti on cla i ma nts , contingent on the court ’ s order c l a r ifying t h a t t h e DirectActions were, a n d rem a ined, prohibited by the 1986 Orders. The court made extensive factual findings , u n c o ntes ted here, con c lu ding that Travelers derived its knowledge of asbe stos from its in surance relationship with Manville an d th at th e Dir e c tAc tion s ar e basedon acts or omis si ons by Travel

-

——————

* Tog e th erwith No. 08–3 07, Common Law Settleme n t Co uns el v. Bai

ley etal., a l s oon ce rt iora ri t ot h e s a m ecou r t

.2 TRAVEL ERS INDEMNITY CO. v. BAILEY Sy llabu s ers arising fro mor related t othe in surance policies. It then approved the sett lement and enter e d an or der (Cla rifying Orde r), whi c h pro

vided that the 1986 Orders barred the pendingDir e ct Ac tions an d va rious ot her cla i m s . Obj e ct ors t othe settlement (respo ndents here) a ppea l ed. The Dis t rictCourta ffirm ed, b u tt h e S e con dCircuitre vers ed. Agree i ng t h a tt h e Ba nkrupt cy C o urtha d j u ris d ict i on t oin

ter p r e t an d en for c eth e 1986 Or der s , the Cir c u it n e v e r t h e less h e ld t h a tt h e Ba nkrupt cyCourtl a cked j u ris d ict i on t oenj o in th e Dire ctAc

tions because those actions sought not to recove r based on Manville’s conduct , b u tt oreco ver dire c t ly fromTrav e l ers for it s ow n co nduct

. Held: The terms of the inju nction bar the Dir e c tAc tions ag ains t Tr a v elers, and the finality of the Bank rupt cy Court ’ s 1 9 8 6 Orders gene r allystand s in the wayof cha lle ngingtheir enforceability

. Pp. 9–18.

(a) The DirectActions are “Po lic yClai ms” en join edas ag a i n s t Tr av eler s byth e 1986 Or ders, wh ichc o v e red, int er alia, “claim s” an d “allega tions” “ r elating to” T r avelers’insurance cove rageof Manville. In a sta t ute, “[t]he phr a se ‘ i n r e lation to’ is ex pansiv e,” Smithv. United S t ates , 508 U. S. 223 , 237, an d so is its r e ac hh e r e . Wh ile i t would be po ss ible to sug g e st thata“c lai m ” onlyr e late s to Tr av eler s’ ins u ra nce cov e ra ge if it s e eks recove r ybased u p onTr av elers’ specific contractual obligation to M a nville, “alleg a tions” is notamenable to s u ch ana rro w cons t r u c t i on a n d clea rlyrea c hes fa ct ua l a s s e rtions that r e late in a mor ec o mprehensiv e way to Tr av eler s’ d e aling s with Manville. TheBankruptcy Court’s de tailedfactual findings place the DirectAct i ons wit h in t h e t e rm s of t h e 1 9 8 6Orders

. Cont ra ry t ore spon den t s’ ar g u men t , th e 1986 Or der s c o n t ainn olan g u a g elimitin g “Policy Clai m s ” to cl aim s d e rivative of Manville’s liabil i ty. Even if, before the entry of the 1986 Orde rs, Travelers understood the pro

p o s e di n j u n c t i o nt ob a ro n l ys u c h derivative claims, where a court or

der’s pla i n terms una mb iguous ly a pply, a s they do he re , they a r een titledto theireffec t

. If it i s bl ac k-letter law that an unambig uous priva t e cont ra ct ’s t e rm s m u s tb e enforced irres p ect ive of t h e pa rt ies ’ s u bj ect ive int e nt , itis als oclea r t h a t acourt , s u ch a s t h e Ba nkrupt cy Cou r t h e r e , sh ou ld en for c e a c o u r t or der , a pu bl icg o v e rn men t al ac t, ac c o r d in g to its u n a mbig u o u s ter m s. Pp. 10–1 3.

(b) Bec a u s e th e 1986 Or der s bec a me fin a l o ndir e c tr e v i ew ov er two deca des a g o, whet her t h e B a nkrupt cy Co urtha d j u ris d ict i on a n d a u th or ityto en t e rth e in jun c t i onin1986 was n o t pr oper lybefor eth e Second Circuit in 2 0 0 8andis not properly before this Court. The Ba nkrupt cy Courtpla i nly ha d j u ris d iction t oint e rpretand enforce it s own prior orde rs, see Local Loan Co. v. Hunt , 292 U. S. 2 34, 23 9, an d it explicit ly retained ju ris d ict i on t o enforceits injunctions when it is

s u ed t h e 1 9 86 Orders

. T h e S e cond Circui terred in holding t h e 1 9 86 Orders une nfo rceab l e a ccording t ot h eir t e rm s on t h e gro und t h a tt h e3 Cite as: 55 7 U

. S. ____ (2009) Sy llabu s Ba nkrupt cy C o urtha d exce eded it s j u risdict i on in 1 9 8 6

. On direct appeal of th e 198 6 Or der s , an yobje ctor was free to argue that the Bankruptcy Court had exceeded it s ju r i sdic tion , an d th e D i str i c t Court or Cou r t of Appea l s could have ra is ed s u ch c o ncer ns sua sponte
. But once those orders became fin a l on direct review, they be

c a me r e s judic a ta to the “ ‘par ties and those in pr iv ity with them.’ ” Nevadav. U n i t ed Stat es , 463 U. S. 110, 1 30. So lon gas r e spon den t s or those in privity with them we re parties to Manville’s bankruptcy proceeding , a n d were givenafa ir cha n ce t ocha llenge t h e Ba nkrupt cy Cour t’ s subjec t-mat t erjur i s d ic tion, theycannot c h alleng e it now by resisting enforcement of the 198 6 Orders. The Second Ci rcuit’s will

in g n ess to en t e r t ainth is c o ll ater al at tac kc a n n o t be squ a r e d withr e s j u dica t a a n d the pra c t i ca l neces s i t ys e rved b yt h a trule. Alm o st a qu ar ter

- c e n t ur yafterth e 198 6 Or de r s wer eenter e d, the time t o pr u n eth em is ov er . Pp. 13–16.

(c) This holdin g in na rrow . The Court nei t her res o lves whether a ban kr u p tc ycou r t, in1986 ortoday , c o u l d pr oper ly en joinc l aim s ag ainst nondebtorinsur e r s that ar e not der iv a tiv eof the debtor ’ s wron gdoing, n o r decides whether any pa rticula rres p ondent is b o und byth e 1986 Or der s , wh ic h is a qu estiont h at th e Sec o nd Cir c u it did n o t c o n s ider

. Pp. 17–1 8. 517 F. 3d 52, r e v e r s ed an d r e man d ed.

S OUTER , J., delivered the opinion of the Court, in whi c h R OBERTS , C. J., and S CALIA , K ENNEDY , T HOMAS , B REYER , and ALITO , JJ., joined. S TEVENS , J., filed a dissentin g opinion, in which G IN SB U R G , J., join ed._________________

_________________ 1 Cite as: 55 7 U

. S. ____ (2009) Opinion of theCourt
NOTIC E : Th is op i n ionis subjec t to f o rma lrevi si onbef o r e publicat ioninth e p r eli m in ary p rin t of th e U n it edS t at es R e p o rts

. R e ad ers ar e r e qu es ted to n o tif yth e R e p o rt e rof D e c i s i on s , Su p r em e C o u rt of th e U n ited St at es , Wa s h

ington, D. C. 2054 3, of any typ o gra p hical or other f o rmal err o rs , in or der th atc o rr ect i on sm a y b e mad eb e f o r e th ep r e lim in aryp rin t go es t o p r es s . 

## SUPREME CO URT O FTHE UNI TED STATES

Nos. 08– 29 5 a n d 08–3 07 THE TRAVELERS INDEMNITY COMPANY , ET AL ., PETITIONERS 08–295 v. PEAR LIE BAILEY ET AL
. COMM ON LAW SETT LEMENT COUNSEL, PETITIONER 08–307 v. PEAR LIE BAILEY ET AL
. ON WRITS OF CERTIORARI TO THE UNITED STAT ES COURT OF APPEAL S FOR THE SECO ND CIRCUIT [Ju n e18, 2009 ] J USTICE S OUTERdelivered the opinion of the C o urt. As an elem ent of the 1986 reorganization plan of the Johns-Manville Corporation (Manville), the United States Bankru ptc yCourt for the Sout hern District of New York enjoined certain lawsuits against Manvil le’s insurers, including The Travel ers Indemnity Company and i t s affiliates (T ravelers). The question is whether the injunc

tion bars s t ate-law actions again s t Travelers based on allegations either of its own wro n gdoing while acting as Manville’s i n surer or of its misu se of informati o n obtain ed from Manville as its in surer. We hold that the terms o f the injunction bar the actions and that the finality of the Bankru ptcy Court’s o r ders following the conclusion of direct re view generallystands in the wayof challenging2 TRAVEL ERS INDEMNITY CO. v. BAILEY Opinion of theCourt the enforceability of the injunction. I From the 1920s to the 1970s, Manville was, by mos t accounts, the largest supplier of raw asbestos and manu

facturer of asbestos-containing products inthe 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 insur e r. In re Johns-Manvil l e Corp. , No. 82 B 11656etc. (Bkrtcy. Ct. SDNY 2004), App. to Pet. for Cert. in No. 08–295, pp. 111a–112 a (hereinafter Bkrtcy. Ct. Op.). As studies began to link asbestos expo

sure to respiratory dise ase and thousands of lawsuits were filed agains t Manville, Travelers, as the ins u rer, worke d closely with Manville to learn what its insured knew and to assess th e dangers of asbe sto s exposure; it evaluated Manville’s potential liability and defenses, a n d paid Man

ville’s litigation costs. Id. , at 114 a–117a, 121a–122a. In 1982, the prospect of overwhelming liability led Manvill e to file for b ankrup tcy protection i nthe South e rn Distric tof New York. It thus bec a me incumbent on the Bankrupt c yCourt to devise “a plan of reorganization for [Ma nville] whi c h would provide for payment to holde r s of presen t or k n own asbestos health related claims .

. . and [to] those persons who had not yet manifested an injury but who would manifest symptoms of asbestos-rel ated illness e s at some future time.” In re Jo hns-Manvil le Corp. , 9 7 B. R. 174 , 176 (Bkrtcy. Ct. SDNY 1989). The ensuing reorganizatio n plan create dthe Manville Personal Injury Settlement Trust (Trus t) to pay all asbestos claims again s t Manville, which would be chan neled to the Trust. See Kane v. Johns-Manville Corp. , 843 F. 2d 636, 640–64 1 (CA2 1988); In re Johns-Manville Corp. , 340 B. R. 49, 54 ( S DNY 2006). The Trust has since pai dout more than $3.2 bi llionto over 600,000 claimants. Bkrtcy. Ct. Op. 136a–137a.3 Cite as: 55 7 U

. S. ____ (2009) Opinion of theCourt In the period leading u p to the reorganization, Manville and its insurers litigated ov er the scope and limits of liability coverage, and Traveler s faced suits by third par

ties, such as Manville factory workers an d vendors of Manville products, seeking compe n sation under the insur

ance policies. There was also litigation among the insur

ers themselves, who brought various indemnity claims, contribution claims, and cross-cla i ms. Id. , at 132a–134a. In a settlement described as the “ c ornerstone” of the Ma n ville reorga nization, th e insurers a greed to provide most of the initial corpus of the Trust, with a payment of $770 millionto the bankruptcy estate, $80 milli onof it from Travelers. MacA rthu r Co. v. Jo hns-Manville Corp ., 8 37 F. 2d 89, 90(CA2 1988); Bkrtcy. Ct. Op. 134a; In re JohnsManville Corp. , 68 B. R. 618, 621 (Bkrtcy. Ct. SDNY 1986). There would have bee nno such payment without the injunction at the heart of the present dispu t e. The D e cember 18, 1986, order of the Bankruptcy Court appro ving the insurance settlem ent agreements (Insurance Settle

ment Order) provides that, upon the insurers’ payment o f the settlement funds to the Trust, “all Persons are perma

nently restrained and enjoined from commencing and/o r 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 Grou p. ” App. to P e t. for Cert. in No. 08–2 95, at 446a

. The Insu rance Settl ement Order goes on toprovide that the insurers are “relea s ed from an y and all Policy Claims,” whichare to be chan neled to th e Trust. Ibid

. The order defines “Policy Claims” as “a ny and all claims, demands, allegations, duties, liabiliti e s a n d obligations (whether or not presen tly known) which have been, or could have b een, or might be, asserted by an y Person against .

. . an y or all m e mbers of the Settling Insurer Gro u p based upon, arising out of or relating to any or all of the Policies.” Id. , at 43 9a. The insurers were4 TRAVEL ERS INDEMNITY CO. v. BAILEY Opinion of theCourt entitled “to terminate the settlements if the injunctive orders [were] not issu ed or if th ey [were] set aside on appeal.” MacArthur , supra , at 90. The Insurance Settlement Orde r was inco rporated b y reference in the Bankruptcy Cou rt’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 th e Confirmation Or der an d the Insur ance Settlement Or der (collectively, 1986 Orders) were a ffirmed by the District Court, see In re Johns- M anville Corp. , 78 B. R. 407 (SDNY 1987), and the Court of Appeals for the Second Circuit, see MacArthur , supra; Kane , supra . Nonetheles s, over a decade later plaintiffs started filing asbestos ac tions again s t Travelers in various state courts, cases that have beens p oken of inthis litigat ion as Direct Actions. They are of two sorts. The Statutory Dire ct Actions are brought under state consumer-protection statutes, and allege that Travelers conspired with oth e r insurers and with asbestos manufacturers to hide the dangers of asbestos an d to raise a fraudulent “state of th e art” (or“n o duty to warn”) def e nse to personal injury claims. Bkrtcy. Ct. Op. 140a–143a. The Common Law Direct Acti ons claim that Travelers violated common law duties by failing to warn the public about the dangers of asbestos or by acting to k eep its k n owledge of those dan

gers from the public. Id. , at 143a–147a. It i s undisputed that man y of the plaintiffs seek to recover fro mTra v elers, not indirectly for Manville’s wr ongdoing, but for Travelers’ own alleged violations of state law. See 517 F. 3d, at 63. 2

——————

1 The Confirm a tion Order itself cont ain s anaddi tion a lin ju n c tion b a rring ce rt a i n cla i m s a g a i ns tt h e s e tt ling ins u ra n c e com p a n ies

. Bkr t c y . Ct. Op. 286 a–2 88 a. Th at in ju n c tiondoes n o t bearonou r decis i on, and we do not cons ider it.

2 A tr ue “dir ec t ac tion” suitis “[ a] l a ws uit bya per s on c l aiming a g a i ns ta nin s u red b u ts u ing t h e ins u re r direct ly ins t ea d of purs uing5 Cite as: 55 7 U

. S. ____ (2009) Opinion of theCourt In 2002, Travelers invoked the terms of the 1986 Orders in moving the Bankru ptcy Co urt to enjoin 26 Direct Ac

tions pending in state courts. Id. , at 58. The court issued a temporar y restraini n g order, r e peatedly extended, a n d referred the parties to mediatio n, which led t o settlements between Travelers and three se ts of plaintiffs in both Statutor y a n d Common Law Direct Actions. Bkrtc y. C t

. Op. 103a–104a. Under the settlement terms Travelers would pay more than $400 milli on to settlement funds to compensate DirectAc ti on claimants, continge nt upon th e entry of an order by th e Bankrup t cy Cour t cl arifying tha t the Direct Actions wer e , and remained, prohibited by the 1986 Orders. Id. , at 1 50a–152a. The settlement requires claimants seek ing payment from the settlement funds to grant Travelers a release fromfurther liability, separat e and apart from Travelers’ protection under the 1986 Or

ders. Id. , a t151a–152a. After notic e of the settlement was given to potential claimants, the Bankru ptcy Court (the same judge who ha d issued the 1986 Orders) held an evidentiary hearing and made extensive factual findin gs that are not challenged here. The court deter m ined that “Travelers[ ’ ] knowledg e of the haz ards of asbestos was derived from its nearly three decade insurance relationshi p with Manville and the performance by Travelers of its obligation s under the Policies, i n cluding through the underwriting, loss contr o l activities, defense obl i gation s an d generally through its lengthy an d confidential insurance relationsh ip under th e

—————— com p ens a t i on indirect ly t h ro ught h e ins u r e d.” Bla c k’s L a w Dict iona ry 491 (8 thed. 2004). Bec a u s e man yof th e su its at issu e seek to h o ld Travelers liable for independent wron g d oingr a therthan fora leg a l wrong by Manville, they a r e not dire ctactions in the terms of strict usage. Nonetheless, because the suit s ar e r e fer r e d to as “dir ec t ac tions ” in the decisions of the Bankruptcy Cour t, the Distr i c tCour t, and the Court of Appeals , we call th em that as well, in the interes tof simplicity. See 517 F. 3d, at 55, n

. 4.6 TRAVEL ERS INDEMNITY CO. v. BAILEY Opinion of theCourt policies.” Id. , at 128 a–129a. In sum, the Bankruptcy Court found that “Travelers learned virtually everything i t knew about asbestos from its relationship withManville. ” Id. , at 131a. As for the Direct Actio n s, th e court saw “[ t]he gravame n of the Statutory Direc tAction Lawsuits” as “center[ing] on Travelers[’] defense of M anville in asbestos-related claims.” Id. , at 142a. The court read the “all eged factua l predicate” of the Common Law Direct Actions as bei n g “essentiallyidentical to the statutory action s: Travelers

. . . influen c e[d] Manville’s purported failure to disclose knowledge about asbestos haz ards; Travelers defended Manville; Travelers advanced th e state of the art defense; and Travelers coordin a ted Manville’s nati o nal defens e effort.” Id. , at 147a (citations omitted). The court under

stood “the direct ac tion claims against Tra v elers [to be] inextricablyintertwined with Tra v elers[’] long relation

ship as Ma nville’s ins u rer,” id. , at 169a, and found tha t “[a]fter the Court pre liminarily enjoined prosecution of Direct Acti on Claims agains t Travelers pending final ruling on t h e merits, certain plaintiffs’ lawy ers violated the letter and the spirit of this C o urt’s rulings by simply deleting the term ‘Manville’ fromtheir com p laints—but leaving the substance unchanged,” id. , at 147a. Hence, the court’s conc lusion that “[t]he evide n ce in this proceeding establishes that the gravamen of Direct Actio n Claims were acts or omissions by Travelers arising from o r relating to Travelers[’] insurance relationship with Ma n ville.” Id. , at 173a. Finding that the “cl aims against Travelers b a sed on such actions or omission s necessaril y ‘arise out of’ and [are] ‘related to’ ” the insurance policies , ibid ., which compelled Travelers to defen dManville against as bestos-relat ed claims, id. , at 173a–176a, the Bankru ptc yCourtheld thatthe Direct Actions “are—and always have been—permanently barred” by the 1986 Orders, id. , at 170a.7 Cite as: 55 7 U

. S. ____ (2009) Opinion of theCourt The settlement was accordingly approved and an orde r dated Aug u st 17, 2004 (Clarifying Order), was entered, providing that the 1986 Orders barred the pending Direct Actions and “[t]he co mmenceme n t or prosecution of all actions and proceedings against Travelers th at directly or indirectly are based upon, arise ou t of or relate to Travel

ers[’] insurance relationship with Manville orTravelers[’] k n owledge or alleged k n owledg e concerning th e hazards of asbestos,” including cl aims for contribution or indemnifi

cation. Id. , at 95a. The Clarifying Order does not, h o w ever, block “the commencement and prosecution of claim s against Tra v elers by policyholders other than Manville . .

. for insurance proceeds or other o b ligations a r ising under any policy of insurance provid ed by Travelers to a policy

holder other than Manville.” Id. , at 96a. Th e Clarifying Order also separately disclaims that it enjoins bringing “claims arising from contractualobligations by Trav

elers to poli cyholders othe r than Manville, a s long as Travelers[’] alleged liability or the proof req u ired to establish T r avelers[’] alleged liab ility is unrelated to any k n owle dge Travelers ga ined from its insurance relationshi p with Manville or acts, errors, omission s or evidence related to Travelers[’] insurance relation

ship with Manville.” Ib id

. Some individual claima nts and Chubb Indem n ity Insur

ance Company (Chub b), respondents before this Court, objected to the settlement and sub s equently appealed. 3S o far as it ma tters here, t h e District Court affir m ed, but th e Court of Appeals for the Second Circuit re versed. In presenting the case to the Secon dCir c uit t h e objectors argued that the Direct Actions fall outside the scope of the

——————

3 Ch u bb is a c o defen d an t withTr av eler s inc e r t ainCommonLaw DirectAct i on s , a n d t h e Cla r ifying Orde r preve n ts it from bringing c o n t r ibu tion an d in demn ityc l aims ag ai n s t Tr av eler s u n d er c e r t ain circumstances. See Brief fo r Respondent Chubb 16.8 TRAVEL ERS INDEMNITY CO. v. BAILEY Opinion of theCourt 1986 Orders and that the Clarif ying Orde r erroneously expands th ose orders to bar actions beyondthe Bank

ruptc yCou rt’s subjec t

- matter jur i sdiction and statutor y authority. Travelers and the settling claimants responded that the Cl arifying Or der is consistent with the terms of the 1986 Orders, that this reading of the 1986 Orders does not generate any juri sdictio nal or other statutory con cerns, and that the Se cond Circui t ’s prior rejection of a challenge to the Insur ance Settlement Orde r in MacArthur , 837 F. 2d 89, is controlling. In its opinion explaining the ju dgment un der revie w here, the Se cond Cir c uit recognizedthat “[i]t is undisputed that the bankruptcy court had continuing jurisdiction to interpret a n d enforce its own 1986 orders,” and that “there is no doubt that the b ankrup tcy court hadj u risdiction to clarify its prior orders.” 517 F. 3d, at 60–61. It also had “little doubt that, in a literalsense, the in stant claims against Travelers ‘arise out of ’ its provision of insurance coverage to Manville,” id

. , at 67, an d the court emphasized that “[t]he bankruptcy court’s extensive factual findings regarding Manville’s all-encomp assing presence inthe asbestos industry andits extensive relationship with Travelers support this notion” that the subjects of the Clarifying Order fall within the scope of the 1986 Orde rs, ibid

. The Circuit nev e rtheless held that the Bankrupt cy Court could not, in enforci ng the 1986 Orders, “enjoin claims over which it h a d no juris d iction,” id. , at 61, an d that “[t]he ancillary jurisdiction courts possess to enforce their own orders is itself limited by the j u risdictional limits of the order sought to be enforced,” id

. , at 65, n. 22 (internal q u otation m a rks omitted). See a l so id. , at 65 (“The fact that our case involves a clarification of the bankruptcy court’s pri o r order does not alterthe jurisdic

tional predicate necess ary to enjoin third-party non-debto r claims”). The Court of Appeal s found th at “the jurisdictional9 Cite as: 55 7 U

. S. ____ (2009) Opinion of theCourt analysis by the lower courts falls short,” id. , at 62, in failing to recognize the significance of the fact that the Direct Acti ons “do not seek to collect on the b a sis of Man

ville’s conduct,” but rather “s eek to recover directly fro m Travelers, a non-debtor insurer, for its own alleged mis

conduct,” id. , at 63. The Court of Appeals held that the Bankru ptc yCourt mistook its jurisdiction when it en

joined “claims brought against athird-party non-debtor solely on the basis of that third-party’s financial contrib u tion to a d e btor’s estate,” because “a bankruptcy court onl y has jurisdiction to enjoin third-p a rty non-d e btor claims that directl y affect the res of the bankruptcy estate.” Id. , at 66. In reaching this result, the court e x plained that its prio r decision in MacArthu r was not controlling, as there a Manville as bestos distributor had challenged th e authority of the Bankrup tcy Court to bar it from collecting out of Manville’s own insurance coverage. 517 F

. 3d, at 62. Here, by contrast, “T ravelers candidly admits that both the statutory and common law cl aims se ek damages from Travelers that are unrelatedto the policy proceeds.” Id. , at 63. Th e Court of Appeals a l so considered the 19 94 enactment of 11 U. S. C. §524(g), which provi d es explici t statutorya u thority fo r a ban kru p tcycour t to order th e channeling of claims against a debtor’s insurers to the bankruptcy estate, butthe court understood §524(g) to b e “limited to situations where a third party h a s derivative liability for the claims against the debtor” and “was no t intended to reach non- derivative claims.” 517F. 3d, at 68 (ellipsis an d internal quotation marks omitte d). We granted certiorari , 555 U. S. ___ (2009) and now reverse. II The Bankr u ptcyCour t correc t lyunderstood that the Direct Actio n s fall within the scope of the 1986 Orders, a s10 TRAVEL ERS INDEMNITY CO. v. BAILEY Opinion of theCourt suits of this sort always have. The Court of Appeal s, however, believed it w a s free to look beyond the terms of the 1986 Orders and so treated the action as one “con

cern[ing] th e outer reaches of a bankruptcy court’s juri s diction.” 517 F. 3d, at 55. This, we think, was error. If this were a direct revi ew of the 1986 Orders, the Court of Appeals wo uld indeed have been duty bound to conside r whether th e Bankrupt cy Court h a d acted beyond its sub

ject-matter jurisdiction. See Arbaughv. Y & H Cor p . , 54 6 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 deca des ago, an d Travelers’ r e sponse to the Circuit ’s jurisdictional ruling is correct: wh ether the Bankru ptc yCourthadjurisdictio n and authority to enter the injunction in 1986 was not properly before the Court of Appe als in 2008and is not properly before us. A We begin at our poin t of agree m ent with the Second Circuit, th at the Dire ct Actions are “PolicyClaims” en

joined as against Tra v elers by th e language of the 1986 Orders, which covered “claims, demands, allegations, duties, liabilities an d obligations” against Travelers, known or unknown at the time, “b ased upon, arising out of or relating to” Travelers’ insu rance coverage of Manville. App. to Pet. for Cert. inNo. 08–295 , at 439a. In a statute, “[t]he phras e ‘in relation to’ is expansive,” Smithv. Uni t ed Sta t es , 508 U. S. 223, 2 37 (1993), and so is its reach here, where “Policy Claims” covers not only “claims,” but even “allegations” relating to the insura nce coverag e . Although it would be possible (albeit qui te a stretch) to suggest tha t a “claim” only relates to Traveler s’ insurance coverage if it seek s recovery based upon Trav e l ers’ specific contrac t u a l obligation t o Manville, “allegation s” is noteven remotel y amenable to such a narrow construction and clearly11 Cite as: 55 7 U

. S. ____ (2009) Opinion of theCourt reaches factual assertions thatrelate in a more compre

hensive way to Travelers’ dealings with Manvi lle. The Bankr u ptcy Cour t’s unconte sted factua lfindings drive the po int home. In substance, the Bankruptcy Court found that the Direct Actions seek to recover agains t Travelers either for su pposed wrongdoing in its capacity as Manville’s insurer o rfor improper use of information that Trave l ers obtained fromManville as its insurer. These actions so clearly involve “claims” (and, all the more so, “allegations”) “based upon, arising out of or relating t o ” Travelers’ i n surance co verage 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 Lab o r Standards Enforcement v. Di llingh am Constr. , N. A., Inc. , 519 U. S. 316, 33 5 (1997) (S CALIA , J., con c urring) (“[A]pplying the ‘relate t o ’ provision according to its terms was a project doomed to failure, sin c e, as many a cu rbstone philosop h er has ob

served, everything is related to everything else”); New York Sta t e Conferen ce of Blue Cross & Blue Shield Plan s v. T rave lers Ins

. C o . , 5 14 U. S. 645, 655 (199 5). But th e detailed findings of the Bankrupt c yCour t pla c e the Di rec t Actions within the terms of the 1986 Orders without pushing the limits. Respondents argue tha tthis is just revisionism perpe

trated b yt h e Clarifying Order, which the y say improp erl y expanded the scope of the 1986 Orders to enjo in the Direct Actions. Their position appears to be that the 1986 Orders only bar actions against insu rers seeking to recover de

rivatively for Manville’s wrongd oing, but not actions to recover for Travelers’ o w n miscond u ct, no mat t er wha tits relationship to Travelers’ cove rag e of Manville. But this simply is n o t what the 1986 Orde rs say. The definition of “Policy Claims” contains nothin g limiting it to derivative12 TRAVEL ERS INDEMNITY CO. v. BAILEY Opinion of theCourt actions, and there is l anguage in the 1986 Orders directly to the contr a ry: The 19 86 Or ders not only enjoin bringin g 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 “seeki n g any an dall damages (other tha n or in addition to pol i cy proceeds) for bad faith or othe r insurer misconduct al leged in connection with the han

d lin gord i sp osit ionof c l a i ms. ” Ap p . t o P e t

. f o rC e rt

. inNo. 08–295, at 446a. Ther e is n o doub t about the implication, that this same sort of c l aim brought after the 1986 Orders become fin a l will be barred. There would have been no need for th is exception if “P olicy Claims” we re limited to claims against Travelers for Manville’s wrongdoing. Respondents seekfurther refuge in evidence that before entry of the 1986 Orders some parties to the Manville bankruptcy (including Traveler s) understood the propose d injunction to bar onl yclaims 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 the r e certainly ar e statements in the record that s eem to sup

port respondents’ contention. See App. for Respondent Chubb 1a–3a, 5a, 13a–14a. But be that as it may, whe r e the plain terms of a court order unambiguously apply, as they do her e , they are entitled to their effec t

. See, e.g. , Negrón-Almedav. Sa ntiago , 528 F. 3d 15, 2 3 (CA1 200 8 ) (“[A] cour t must carr yout and enforce an order thatis clear and unambiguous on its f a ce”); United Sta t es v. Spallone , 3 99 F. 3d 415, 421 (CA2 2005) (“[I]f a judgmen t is clear an d unambiguous, a cou rt must adopt, and give effect to, the plain meaning of the judgme nt” (intern a l quotation marks omitted)). If itis black-letter law th at the terms of an unambiguous private con tract must be enforced irr e spective of the par t ies’ subjectiv e 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,13 Cite as: 55 7 U

. S. ____ (2009) Opinion of theCourt a public governmental act, according to its unambiguous terms. 4This is all the B ankrup tcy Court did. B Given the Clarifying Order’s correct reading of the 1986 Orders, the only question left is whether th e Bankrupt cy Court had subject-matt er jurisd iction to enter the Clarify

ing Or der. The answerhere is easy: as the Se cond Circui t recognized, and respondents do not dispute, the Bank

ruptcy Court plainly had juri sdiction to interpret and enforce its own prior o r ders. See Local Loan Co. v. Hunt , 292 U. S. 234, 239 (19 34). What is more, when the Ban k

ruptcy Cou rt issued the 1986 Orders it explicitly retained jurisdiction to enforce its injunctio n s. See Ap p. to Pet. fo r Cert. in No. 08–295, at 284a–286a. The Court of Appeals, howeve r, went on to a different jurisdictional enquiry. It held tha tthe 1986 Orders could not be enforced acco rd ing to theirterms because, as the panel saw it, the B ankrup tcy Court hadexceeded its jurisdiction when it iss u ed the orders in 1986. We think, though, tha tit was er r o r for the Court of Ap peals to r e evaluate the Bankrup t cy Court ’ s exercise of jurisdiction in

——————

4 Ev enif we foun d th e 1986 Or der s to be ambig u ou s as ap plied to th e Direct Actions, and even if we conclu ded that it would be proper to look to the p a r t ies’ c o mmunic a tio n s to r e so lv e t h at a m big u ity , it i s f a rfr om clea r t h a tre s p ondent s would b een titled to upset t h e Bankr u ptc y Cour t’ s inter p r e tation of the 198 6 Or der s . Numer o us Cour ts of Appeal s have held t h a taba nkrupt cycourt ’ s int e rpret a t i on of it s own confirm a tion order is entitled to substantial defe rence . See Inre Sh en an go Group In c. , 501 F. 3d 33 8, 346 (C A3 2 0 0 7 ); In reDo w Cor n in g Cor p . , 456 F. 3d 6 6 8 , 675 (CA6 2 006); In re O p tical Te ch nologies , Inc. , 425 F. 3d 1294, 1 300 (C A11 2 0 05); In reDia l Busin e s sFo rm s, In c. , 341 F. 3d 738, 7 4 4(CA8 2 0 0 3 ); In re National Gypsum Co. , 219 F. 3d 478, 484 (C A5 2 0 00); In re Casse , 198 F. 3d 327, 33 3 (C A2 19 99); Inre Tomlin , 105 F

. 3d 933, 94 1 ( CA4 19 97); Monarch Lif eIn s. Co. v. Ropes & Gray , 65 F. 3d 97 3, 98 3 ( CA1 19 95); In re Web e r , 25 F. 3d 413, 41 6 (CA7 1 9 9 4)

. Beca us e t h e 19 8 6 Orders clea rly cover t h e DirectAct i ons , we need not determine the proper standard of revie w.14TRAVEL ERS INDEMNITY CO. v. BAILEY Opinion of theCourt 1986. On direct appeal of the 1986 Orders, anyone who ob

jected was free to arg u e that the Bankru ptc yCourt ha d exceeded its jurisdiction, and the DistrictCo urt or Cour t of Appeals could have raised such concerns sua sponte
. In fact, one objector argu ed just that. In MacArthur , a dis

tributor of Manville asbestos clai med to be a coinsured under certain Manville insuranc e policies andargued that the 1986 Orders exceeded the Bankruptcy Co urt’s ju risdic

tion by pre v enting the distributorfrom recov e ring under the policies; the SecondCircuit disagreed, con c luding tha t the Bankru ptcyCourt had not stepped outside its jurisdic

tion or statutory autho rity. 5See 837 F. 2d, at 91–94. Bu t once the 1986 Orders became final on direct revie w (whether or not proper ex ercises of bankruptcy court jurisdiction and power), they became res judicata to the
“ ‘pa rties and those in privity wi t hthem, not only as to every matter which was offered and received to sustain or defeat the claim or dem and, butas to any other admissible matter which mighth ave been offered for th at pur p ose.’ ” Nevadav. United S t a t es , 463 U. S. 110, 130 (1983) (qu o t

ing Cromwe ll v. Countyof Sac , 94 U. S. 351, 352 (1877)). Those order s are not an y the less p r eclusive be cause the attac kis on the Bankruptc yCou rt’s confor mity with i t s subject-mat t er jurisdi ction, for“[e]ven s ubject-matt er jurisdiction .

. . may n o t be attac k ed collaterally.” Ko n­

——————

5 We agr e e withthe Cour t of Appeals that Mac A rt hur o n ly resolved the narrow question whether the Ba n k rupt cyCour tcould enj o in der iv a tiv ec l aims ag ainst th e insur e rs anddid not address whether the 1986 Orders , in their entirety, were prope r . We note MacArt hu r mer e ly to illus t rate t h e obvious: the 198 6 Orde rs were subject to challenge, on jurisdictional grounds or otherwise, on direct review. The dissent su g g e sts th at MacA rth u r l i mited th e sc ope of th e 1986 Or der s to deriva t ive cla i m s , s e e post , at 1, 7– 9, bu t itdidn o t. Th e qu estion whether the Ba nkruptcy Court ha d en joi n ed or could properly enjoin nonderivative claims wa s not at is sue in MacA rthu rand the c o ur t di d not answer it.15 Cite as: 55 7 U

. S. ____ (2009) Opinion of theCourt trickv. Ryan , 540 U. S. 443, 455 , n. 9(200 4). See als o Chicot Cou n ty Drain a ge Di st. v. Baxte r State Bank , 30 8 U. S. 371, 376 (1940) (“[Federalcourts] a r e courts with authority, when parti es are brought before t h em in accor

dance with the requirements of due process, to determine whether ornot they have jurisd iction to entertain th e 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 t h em were parties to the Manville bankruptcy proceeding, and were given a fa ir chance to challenge the Bankru ptcyCourt ’ s subject-m a tter ju risdic

tion, they cannot chal lenge it now b yresisting enforce

ment of the 1986 Orders. See Ins u rance Cor p . of Ireland v. Compa g nie de s B a ux ites d e Gu inee , 456 U. S. 694, 70 2, n. 9 (1982) (“A pa rty that has ha d an opportunity to liti

gate the q u estion of subject-mat t er jurisdic tion may n o t

. . . reopen that question in a collateral attack upon an adverse jud g ment”); Ch icot County , supr a , at 3 75 (“[T]hese bondholders, having the opportunity to raise the qu estion of invalidity, were not the less bound by the decree be

cause they failed to raise it”). 6

——————

6 The rule is no t ab s olute, a n d we havere c o gnized ra re s i t u a t ions in whic h subjec t-mat t erjur i sdic tion is subjec t to c o llater a lattac k

. See, e.g. , United Statesv. United States Fidelity & GuarantyCo. , 30 9 U. S

. 506, 514(1 94 0) (a c o ll ater al a t t a c konsu bjec t-m a tterju r i sdic tioni s per m issible “ w h e r eth e issu e is th e waiver of [soverei gn] immunity”); Kalb v. Feu ers t e in , 308 U. S. 433, 439 –4 40, 444 (1 940) (wh e r edebtor ’ s petition forr e lief was pendi n gin bankruptc yc o ur t and feder a l sta t ut e affirmatively divested other courts of j u ri s d ict i on t ocont inue fore clo

sure proceedi n gs, state-court fore closurejudgment was subject to colla t e ra l at t a ck). Moreb r oa dly, the Restatement (Se c ond) of Jud g men t s §12, p. 115 (1 98 0), desc r ibes th r ee ex c e ption a l c i rc u m stan c e s in which a collateral attack on subject- m a tterjur i sdic tion is per m itted:

“(1) The subje c t matterof the ac tionwa s s opla i nly b e yond the co urt’s jur i sdic tion that it s enter t ai ning the action was a mani fest abuse o f16 TRAVEL ERS INDEMNITY CO. v. BAILEY Opinion of theCourt The willingness of the Court of Appeals to entertain this sort of collateral attack cannot b e squared with res ju di

cata and th e practical necessity served bytha trule. “It i s just as important that there shou ld be a pla c e to end a s that there should be a place to b e gin litigation,” Stoll v. Gottli e b , 30 5 U. S. 165, 172 (1938), and the ne ed for final

ity forbids a court called upon to enforce a final order to “tunnel back .

. . for the purpose of reassessin gprior juri s diction de n o vo,” In re Opti cal Te c hnologies , In c . , 425 F. 3d 1294, 1308 (CA11 2005 ). If the la w were oth e rwise, and “courts could evaluate the jurisdi ction that t h ey may or may not ha ve had to i ssue a final judgment, the rules of res judicata

. . . would be entirely short-circui t ed.” Id. , at 1307; see Willyv. Coas tal Corp. , 50 3 U. S. 131, 137 (1992) (“[T]he pra ctical concern with providing an end to litiga

tion justifies a rule preventing collateral attac kon subject

matter juri sdiction”). Almost a quarter-cent ury after t h e 1986 Orders were entered, the time to prune them is over

. 7

—————— authority; or

“(2) Allowingthe judg ment to st and would substant ial l y infringe the authority of a n other tribunal or agency of government; o r

“(3) The judg ment was r e nder ed bya c o ur t lac k ingc a pabil i tyto mak e an adequatelyinformed dete rminatio n of a question concerning its own jurisdiction an d as a matter of proc edural fairness the party seeking to avoid the judgment should have o ppor t unitybelatedlyto att a c kthe c o ur t’ s subjec t matterjur i sdi c tion.” This is no occa sion to address whethe r we adopt al l of these exceptions. Respondents do not claim any of them, and we do not see how any would a pply here. This is not a situa t ion, for exa m ple, in which a bankr uptc yc o ur t dec i ded to c o nduc t a c r i minal tr ial, o rto r e solv e a c u stodydispute, matter s “ s o plainlybey o nd the c o ur t ’ s jur i sdic tion” t h a tadifferentres u ltm i ghtb eca lled for.

7 Respondents point out thatit is Travelers, not th ey, who moved the Ban k r u ptc yC o u r t to en for c e th e 1986 Or der s . Bu t wh o beg a nth e present proceedings has no bearing on the applica t ion of res judicata; t o the extent respondents ar gue thatth e 198 6 Or der s sh ou ld n o t be enforceda ccor d ing t ot h eir t e rm s b e ca us e of aj u ris d ict i ona lfla win 198 6, th is ar g u men tis ani m per m is sible c o llater a lat ta c k

. An d to th e extent respondents discla im any initia l int e nt to mount suc han attac k ,17 Cite as: 55 7 U

. S. ____ (2009) Opinion of theCourt III Our holding is narrow. Wedo not resolve whether a bankruptcy court, in 1 986 or toda y, could properly enjoin claims against nondebtor insure rs that are not derivativ e of the debtor’s wrongdo i ng. As the Court of Appeals noted, in 1994 Congress expl icitly autho rized bankruptcy courts, in some circumstances, to enjoin actions against a non

debtor “alleged to be directl y or indirectly li able for th e conduct of, claims against, or demands on the debtor to the extent such alleged liability .

. . arises by reason of .

. . the third pa rt y ’ s pro vision of insura nce to the debtor ora 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 m e a s ured against the req u irements of §524 (to begin with, at least). But owing to the posture of this litigation, we do n o t 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 assu med that re

spondents are bound, but the C o urt of Appeals did n o t consider this question. Chubb, in fact, relying on Amchem Products, Inc. v. Windsor , 521 U. S. 591 (1997), and Orti z v. Fibr eboa rd Corp. , 5 27 U. S. 81 5 (1999), has maintained that it was not given constitu tionally sufficient notice of the 1986 Orders, so that due process abs olves it from following them, whatever their sc ope. See 340B. R., at 68. The Distric tCourtrej e cted this argument, id. , at 68–6 9, but the Cou rt of Appeals did not reach it, 517 F. 3d, at 60,

—————— this too i s irrelevant, since the decisi on of the Court of Appeals is what we re view andfind at odds with finality.

8 Sec t ion524(h) pr ov ides th a tu n d ersome c i r c u mstan c es §524(g) op erates retroactively to validate an injunction. Weneed not decid e whether thosecircumstances are present here.18TRAVEL ERS INDEMNITY CO. v. BAILEY Opinion of theCourt
n. 17. On r e mand, the Court of Appeals can take up this objection an d any others that respondents have preserved. IV We rev e r s e the j u dgment of t h e Court of Appeals and remand for fur t her proc eeding s c o nsist e nt with t h is op in i o n . It is so orde red._________________

_________________ 1 Cite as: 55 7 U

. S. ____ (2009) S TEVENS , J., di s s e nting 

## SUPREME CO URT O FTHE UNI TED STATES

Nos. 08– 29 5 a n d 08–3 07 THE TRAVELERS INDEMNITY COMPANY , ET AL ., PETITIONERS 08–295 v. PEAR LIE BAILEY ET AL
. COMM ON LAW SETT LEMENT COUNSEL, PETITIONER 08–307 v. PEAR LIE BAILEY ET AL
. ON WRITS OF CERTIORARI TO THE UNITED STAT ES COURT OF APPEAL S FOR THE SECO ND CIRCUIT [Ju n e18, 2009 ] J USTICE S T EVEN S , wit hwhom J U S TICE G INSBURG joins, dissenting. The Court holds that the plain terms of aninjunction entered by the Bankruptc yCourt as partof the 1986 reorganization of J o h n s-M anville Corporation (Manville) bar actions against Manville’s insurers for their own wrongdoing. I disagre e . In my view, the injunction bars only those claims against Manville’s insurers seeking to recover fro mthe bankruptcy es ta te for Manville’s miscon

duct, not t h ose claims seeking to recover ag ainst the in

surers for their own misconduct. This interpretation respects the limits of the Bankru ptcy Cour t’s power; it is consistent with the Court of Appe als’ understanding when it upheld the 1986 injunction on direct revie wand with Congress’ codification of the M anville ba nkruptcy ap

proach for future as bestos proceedings in11 U. S. C. §524(g); and it ma kes sense of Travelers’ payment of $44 52 TRAVEL ERS INDEMNITY CO. v. BAILEY S TEVENS , J., di s s e nting million in 2 004 in exchange fo r a Bankruptcy Court order that supposedly “clarified” an unambiguous injunction. Because the 1986 inju nction has never meant what the Court toda y assumes, respondents’ challenge is n o t an impermissible collater a l attac k

. The Cour t of Appea l s correctly c o ncluded that the B ankrup tcy Court’s 20 04 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 (tog ether, Travelers). Thefirs t class, which I shall call “insurer actions,” comprises suit s in which the plaintiff is assertin gthat Tra v elers, as a n insurer of Manville, has a duty to satisfy the plaintiff’s claim against Manville. Plaintiffs i nthat class include not only memb ers of the public exposed to asbe stos but al so Manville factory workers and ve ndors of Manville prod

ucts. The second class, which I shall call “independen t actions,” comprises sui t s in which the plaintiff is as serting that Travel ers is liable for its o w nmisconduct. The plain

tiffs in these suits have alleged both violations of state consumer-protection laws and b r eaches of common-law duties. See ante , at 4. Suits that are called “direct ac tions” in the proceeding s below and i nthe Court’s opinion may fall ineither cate

gory, but a s the Court acknowled g es the “tr ue” definition of that ter mdescribes only insurer actions. Ante, at 4– 5, n. 2; see Black’s Law Dictionary 491 (8th ed. 2004). Tru e direct actio n s are lawsuits in which a plaintiff claims that she was injured by Manville and seeks recovery directl y from its insurer wit h out first obtaining a judgme nt against Manville. Th e global s e ttlement that made the 1986 reorganization of Manville possible clearly encom

-3 Cite as: 55 7 U

. S. ____ (2009) S TEVENS , J., di s s e nting passed all such direct actions; Manville’s insurers paid $770 million, including $80 million from Travelers, into the Manville Personal Injury Settl e ment Trust (Manville Trust) to which these actions would be channeled. But many of th e 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 Tra v elers based on its own alleged viola

tions of state statutes and common-law rules. Thus, e v e n though the Court calls these claims “direct ac tions,” the y are nothing of the sort. They are independent actions. Some of the independent actions are based on facts concerning Travelers’ insurance relationship with M an ville. A n u mber of s u its, fo r example, allege that Travel

ers acquired information about a s bestos-rela t ed hazards from Manville that it had a duty to disclose t o third par

ties. 1 This sort of factu al 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 seek s to recover from Travelers for its o w n wrongdo

ing, making no claim on Manville’s insurance policy pro

ceeds or other assets of the Manville bankruptcy estate. Recognizingthe distinction between insurer actions and independent actions, t h e Court of Appeals h e ld that th e Bankru ptc yCourt hadimproperlyenjoined the latter in its 2004 order. 2Without ruling on the extent of the Bank

ruptc yCou rt’s power, see ante , at 17, the Court toda y

——————

1 The theories assertedin many of the state-law actions are novel, and, as the Court of Appeals noted, these claim s “hav e m e t with almos t univers a lfa ilure in the s t ate courts .” In re Johns- Manville Corp., 517 F. 3d 52, 68 (C A2 20 08).

2 The Cour t of Appeal s notedthat the Ban k r u ptc yCour thad not c o n sidered whether the various actions atissue wereproperlyclassified as ins u rer a c t i on s or indepe ndent ac tions, a n d it r e mande dforthe Bank

r u ptc yCou r t t ou n d er take th is asse ssmen t.4 TRAVEL ERS INDEMNITY CO. v. BAILEY S TEVENS , J., di s s e nting concludes that the 198 6 injunction unambiguously barred independen t actions an d that the Bankru ptcy Court’s 200 4 order simply clarified, and did no t enlarge, the scope of that injunction. Based on that premise, the Court holds that respondents are challenging the Bankru ptcy Court ’ s authority to have issued the injunction in 1986, and it deems the challenge an impermissible collater a l attac k

. I disagree with both the Court’s un derstandingof the 1986 injunction and its attendant res judicata analysis. II The 1986 order of the Bankru ptcy Court approving the insurance settlement agreements (Insurance Settlement Order), which was incorporated byreference in the order confirming Manville’s plan of reorganization, includes three related protecti ons fo r Manville’s insurers, each focused on the company’s insuran c e policies. It releases the insurers from all “Policy Claims,” channels thes e 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 I n surance Settlement Order defines “Policy Claims” as: “any and all claims, d e mands, allegations, d u ties, li

abilities an d obligations (whether or not presently known) whi c h have bee n , or could have been, or might be, asserted by any Person against any or all m e mbers of the [Manville] Group or against any or all members of the Settling Insurer Group based upon, arising ou t of or relating to any or all of the Policies .” Id. , at 439a (emphasis added). 3

——————

3 As the Court notes, the order conf irming Manville’s reorganization planc o n t ain s anaddit i on al in ju n c tionbar r i n gc l aims ag ain s t t h e settl ing insurance companies. Ante , at 4, n

. 1. Th e lan g u a g ein th at or deren join s on lyin su r e ra c tion s. See App. to Pet. forC e r t . 286a– 28 8 a5 Cite as: 55 7 U

. S. ____ (2009) S TEVENS , J., di s s e nting Focusing on the italicized phras e , and particularly the term “relating to,” the Court decla r es that this language “is not even remotely amenabl e”to a construction tha t excludes independent actions and “clearly reaches factual assertions that relate in a more comprehensive way to Travelers’ dealings with Manville. ” Ante , at 1 0–11. Thus, it conclude s that “the plain terms of [the] court order unambiguously” bar independent actions. Ante, at 12. The Court doth protest too much. Inde ed, despite its insistence that the definition of “Policy Claims” is unam

biguous, the Court quickly conclu des that it cannot apply the “based upon, arising out of or relating to” language literally because there i s a “cu toff a tsome point, where the connection between the insurer’s action complained of and the insurance coverage would be thin to the point of ab

surd.” An te, at 11. Presumably, for instance, the Court would not deem enjoi n ed a st ate

- law claim for personal injuries caused by a Travel ers’ agent’s reckless driving while en route to the c o urthouse to defend M anville even though, in a literal s e nse, this s u it relates to (perhaps even arises out of) Traveler s’ performance of its po licy obligations to Manville. The Court determines that it need not “stake out the ultimate bounds of the injunction” because it can rely on the Bankrup tcy Co urt’s “unco n tested fact ual findings” that the particularindependent actions at issue fall within the category tha tit 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 mus t lookbeyond the four co rners of the Insurance Settlement

—————— (enj oining a c tions a g a i ns t s e ttling ins u ra ncecomp a n ies s eeking, direct ly orindi rect ly, t o reco ver o no rwit h res p ectt oa“ C la im , Int e res t , or Other Asbe stos Obliga t io n”); id. , at 56 a , n . 6 (defin in g “Oth erAs bes

tos Obliga t ion” as an obl i ga tion arisin g direct ly orindir e ct ly froma c t s or omissions o f a debtor). T h e part ies a ccordingly fo cus on whet he r t h e Insurance Set t lement Agreement enjoins independ ent actions.6 TRAVEL ERS INDEMNITY CO. v. BAILEY S TEVENS , J., di s s e nting Orderto as certain its meaning , however, the Bankrupt c y Court’s fa ctual findings in 2004 are not the best guide. I would instead construe the order with ref e rence to the limits of the Bankru ptcy Court’s authority—limits that were well understood by the insurers during the original settlement negotiations—and wit hreference to the Court of Appeals’ interpreta tion of the Insurance Settlement Order when it upheld it against a jurisdictional challen g e in 1988. We shouldnot lightl yassume that the Bankruptcy Court entered an order that exceeded its authority. When a bankruptcy proceedi n g is commenced, the bankruptcy court acqui res control of the debtor’s assets a n d the power to discharge its debts. A bankruptcy court h a s no auth o r ity, however, to adjudicate, se ttle, or enjoinclaims against nondebtors that do not affect the d e btor’s estate. Becaus e Travelers’ insurance policies we re a significa n t asset of t h e Manville b ankruptcy 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 claim s agains t nondebtors like Travelers that had no impact on the bankru ptcy estate. Thus, even accepting the Bankru ptcy Court’s representation in 2004 that it ha d “meant to provide the broadest protectio n possible” to the settling insurers, App. to P e t. for Cer t

. 172a, such relief couldnot include protection from inde

pendent actions. That the Bankrup tcy Court was without authority t o enjoin inde pendent actions was well understood by bo th Manville a n d Travelers during their settlement negotia

tions. In M anville’s memorandum in support of the Insur

ance Settlement Agre ement, it c l arified that it did “not seek to hav e [the Ban k rup tcy] C o urt release its Settling Insurers from claims by third p a rties based on the In

surer’s owntortious misconduct t o wards the third part y” but rather sought only to release the insurers “from the7 Cite as: 55 7 U

. S. ____ (2009) S TEVENS , J., di s s e nting rights Manville might itself have against them or right s derivative of Manville’s rights under the policies being compromised and settl ed.” App. for Respondent Chub b Indemnity Insurance Co. 5a. This understanding reflected not only th e basic factthat the settlement was betwee n Manville a n d its insurers (and not third parties), but als o the parties’ k n owledge that the “Second Circuit [had held] that the bankruptcy courts la ck power to discharge ‘inde

pendent’ cl aims of third parties a g ainst nondebtors.” Id. , at 5a–6a. Travelers similarly acknowledge dthe limits of the Bankru ptc yCourt’s power. Notin gthat“[t]h e court has in rem jurisdiction over the Policies and thus the power to enter appr opriate orders to prot ect that ju risdiction,” it stated that“the injunction is int e nded onlyto restrain claims against the res ( i.e. , the Policies) which are or may be asserted, against t h e SettlingInsurers.” Id. , at 13a– 14a; 4see als o id. , at 10 a (memora n dum of the legal repr e sentative of the Bankruptcy Court noting that “[a]ll par

ties seem t o agree that any injun ction, channeling order and release is limited to this Court’s jurisdic tion over the res”). In sh ort, it was a p parent to t h e settling parties, and no doubt also to the Bankru ptc yCourt, th at the cour t lacked the power to enjoin third-party cl aims again s t nondebtors that did notaffect 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, unders t ood these l i mits of theBank ruptcy Court’s authority. MacArthu rCorporation, a Manville asbestos distributor, claimed to be a coins u red under Manville’s insurance policies byvirtue of “vendor en

-

——————

4 This stateme n t of Travelers’ inte nt b e lies the Ba nkru ptcy Court’s su g g e stionth at en join in gi n depen d en t ac tion s w a s a n e c e ssar yc o ndi

tion of Travelers’ contribution to th e Manville est a te. S ee App. to Pe t

. forCer t . 170a–17 3a.8 TRAVEL ERS INDEMNITY CO. v. BAILEY S TEVENS , J., di s s e nting dorsements” in those policies entitling distributors t o insurance coverage for claims arising from t h eir sale of Manville products. MacArthur argued that the Bank

ruptc yCou rt lacked authority t o issue the Insurance Settlement Order, which prevented it from suing the insurers, because this order con s tituted a de facto di s charge in b ankrup tcy of nondebtor par t ies not entitled to Chapter 11 protection. In rejecting MacAr t hur’s argu

ment, the Court of Appeals did not hold that the Bank

ruptc y Court possessed the autho rity 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 Bankrup t cy Cour t’s order, whic h precluded “ o nly those suits against the settl ing insurer s that arise out of or rela te to Manvi lle’s insura nce 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 cla i ms because “MacArth ur’s rights as an insured vendor are completely derivative o f Manville’s rights as th e primary i n sured.” Id. , at 92. Just as asbes

tos victims were “barred fromasserting direct actions against the insurers,” so too was MacArthu rbarred be

cause “ in both instanc es, third p a r tie sse ek to collect out of the proce e dsof Manv ill e’sinsur a nc e polici es onthebasi s 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 esta te, the Bank

ruptcy Cou rt had “pro perly issued the orders pursuant to its equitab l e and sta t utory powers to dis p ose of the debtor’s pr operty free and clearof third-p a rty intere sts and to channel those interests to the proceeds thereb y created.” Id ., at 91. As the Court of Appea l s recognized in the instant pro

ceedings, its earlier interpre tatio nof the Insurance Set

tlement Or der in MacArthur did not and does not extend9 Cite as: 55 7 U

. S. ____ (2009) S TEVENS , J., di s s e nting to the independent actions at issue in the instant suit: “Travelers candidly a d mits thatboth the statutory a n d common law claims se ek damages from Trave l ers that a r e unrela t edto the pol i cy proceeds, q u ite unlik e the claims i n MacArthur

. . . where p l aintiffs sought indemnification or compensation for the tortious wrongs of Manville to be paid out of the proceeds of Manvil le’s insuran c e policies.” In re Johns-Manville Corp., 517 F. 3d 52, 63 (CA2 2008). Also in cont rast to M a cArthur , “th e claims at issue here do not seek to collect on the basis of Manville’s conduct. .

. . Instead, the Plaintiffs seek to rec o ver directl y from Tra v elers, ano n-debtor insurer, for i t s own alle ged miscon

duct.” Ibid

. The Court of Appeals’ interpretati on of the 1 986 Insur

ance Settlement Orde r as enjoining only insurer actions and not independent actions is further supported by a statutory provision patternedafter the Manville settle

ment. In the Bankru ptcy Reform Act of 1 994, Congress adopted 11 U. S. C. § 524(g) to expressly a u thorize the approach of the Manville bankruptcy in future asbestos

related bankruptcies. In gr anting bankruptcy courts th e power to pr ovide injunctive re lief to nondebtors, Congress stated that courts may bar an action directed against a third part ywho “is alleged to be directly or indirectl y liable for the conduct of, claims against, or demands on th e 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 make s clear, the statute permits a bankruptcy court to enjoin a ctions seek i n g to proceed against a nondebtor insurer for a debtor’s wrongdoi ng, but it does not confer power to e n join independent acti ons arising out of the insurer’s own wrongdoing. See generally In re Combus ti on Engine erin g

, Inc. , 391 F. 3d 190, 235, n. 47(CA3 2004) (explaining that §524(g), like the Manville i n junction, is10 TRAVEL ERS INDEMNITY CO. v. BAILEY S TEVENS , J., di s s e nting limited to insurer act i ons). Had Congress interprete d “Policy Clai ms” in the manner the Court does today, and had it sought to codify that defini tion, it would have used broader language. Finally, it is worth asking why Travelers paid more than $400 millionin 2 004 to three new settl ement 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 1986injunction were as clear as the Cou rt assumes, surely Travelers would not have paid $445 million—m o re than fiv e times the amount of i t s initial cont ribution to the Manville Trust—to obtain a redundant piece of paper. In sum, I believe the 1986 Insurance Settlem ent Order did not enjo in independent actions of the sort gi ving rise to these proceedings. A contrar yconclusion ignores the limits of the Bankru pt cy Court’s authority, t h e Court of Appeals’ interpretatio nof the or der upheld on direct re

view in 198 8, Congress ’ approv al of the Manvi lle 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 attac kis predicatedon its deter

mination that the 1986 Insurance Settlement Orde r plainly enj o ined theirindepende n t actions. See ante , at 13–14. Because I disagree with this premise, I also dis

agree with the Court’s preclusion analysis. In challengin g the Bankru ptcy Court’s 2004 order “clarifying” the scope of the Insurance Settlement Order, r e spondents were in fact timely appealing an order that re w rot ethe scope of th e 1986 injunctions. Th eir objection could not have been raised on direct appea lof the 1986 order because it wa s not an objection to anything in that order. And, of course,11 Cite as: 55 7 U

. S. ____ (2009) S TEVENS , J., di s s e nting the Court of Appeals did not rul e on a chal lenge to th e enjoining of independent acti ons during dire ct review, a s the Court ack n owledges. See ante , at 14, n

. 5. To the contrary, it interprete d the 1986 order as reaching only insurer actions. Thus, there neither was nor reasonably could have been a prior challen g e that th e 1986 order impermissibly enjoined independent actions. Because the Court reg a rds respon dents’ chall e nge as a collateral attac k , it brushes aside their jurisdictional objection to the Bankruptcy Court’s 2004 order on the ground tha t“the Ban k rup tcyCo urt plainlyhad jurisd ic

tion to interpret and e n force its own prior or ders.” Ante , at 13. But neither res p ondents nor the Court of Appeals contested that point. Rather, res p ondents argued that the Bankru ptc yCourt was not mere ly interpreting and enforc

ing its prior orders and that it had no jurisdiction to enjoin the independent actio n s when it approved the 2004 s e t

tlements. The Court of Appeals accordingl y examined whether th e 2004 order improper ly expanded the scope of the 1986 injunction a n d concluded that i t did, thereb y enjoining claims that were be yond the Bankru ptcyCour t’s power to enjoin. In my view, the judgment of the Court of Appeals was correct. Th e 1986 Insurance Settl ement Orde r did not bar independent actions, and the B ankrup tcy Court lac k ed any basis for enjoinin g those acti ons in 200 4. The inde

pendent actions have no effect on the bankru ptcy estate, and “bankruptcy courts have nojurisdiction over proceed

ings that have no effect on the debtor.” Celo tex Corp. v. Edwa rds , 5 14 U. S. 30 0, 309, n. 6 (1995). The Court of Appeals th us correctl y conclude d that the Bankrupt cy Court had impermissib l y enjoined “claims against Travel

ers that were predicated, as a matter of s t ate law, on Travelers’ own alleged miscon duct and were unrelated to Manville’s insurance policy proceeds and the resof the Manville es tate.” 517 F. 3d, at 68.12 TRAVEL ERS INDEMNITY CO. v. BAILEY S TEVENS , J., di s s e nting IV Because I am persuaded that th e 1986 Ins u rance Set

tlement Or der did not encompass independent actions an d that that Bankru ptcy Court im properly e n joined such actions in 2 004, I respectfully dissent.