2002 Decisions

Opinions of the United

States Court of Appeals

for the Third Circuit

2-1-2002

Coltec Ind Inc v. Hobgood

Precedential or Non-Precedential:

Docket 0-2458

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Recommended Citation

"Coltec Ind Inc v. Hobgood" (2002). 2002 Decisions. Paper 88.

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Filed February 1, 2002 

UNITED STATES COURT OF APPEALS 

FOR THE THIRD CIRCUIT 

No. 00-2458 

COLTEC INDUSTRIES, INC., a Pennsylvania Corporation; 

FOUR LEAF COAL COMPANY, INC., a Tennessee 

Corporation; L.G. WASSON COAL MINING CORP., an 

Indiana Corporation, 

 Appellants 

v. 

WILLIAM P. HOBGOOD; MICHAEL H. HOLLAND; MARTY 

HUDSON; THOMAS O.S. RAND; ELLIOT A. SEGAL; 

CARLTON R. SICKLES; GAIL R. WILENSKY, as TRUSTEES 

OF THE UNITED MINE WORKERS OF AMERICA 

COMBINED FUND; UNITED MINE WORKERS OF 

AMERICA COMBINED BENEFIT TRUST; 

UNITED STATES OF AMERICA 

 (Intervenor in D.C.) 

On Appeal from the United States District Court 

for the Western District of Pennsylvania 

(D.C. Civil No. 93-cv-01955) 

District Judge: Hon. D. Brooks Smith, Chief Judge 
No. 00-4385 

COLTEC INDUSTRIES, INC., a Pennsylvania Corporation; 

FOUR LEAF COAL COMPANY, INC., a Tennessee 

Corporation; L.G. WASSON COAL MINING CORP., an 

Indiana Corporation 

v. 

WILLIAM P. HOBGOOD; MICHAEL H. HOLLAND; MARTY 

HUDSON; THOMAS O.S. RAND; ELLIOT A. SEGAL; 

CARLTON R. SICKLES; GAIL R. WILENSKY, as TRUSTEES 

OF THE UNITED MINE WORKERS OF AMERICA 

COMBINED FIND; UNITED MINE WORKERS OF AMERICA 

COMBINED BENEFIT FUND; 

UNITED STATES OF AMERICA 

 (Intervenor in D.C.) 

Coltec Industries, Inc., 

 Appellant 

On Appeal from the United States District Court 

for the Western District of Pennsylvania 

(D.C. Civil No. 93-cv-01955) 

District Judge: Hon. D. Brooks Smith, Chief Judge 

Argued September 19, 2001 

Before: SLOVITER, NYGAARD and McKEE, Circuit Judges 

(Filed February 1, 2002) 

 2 
 George E. McGrann (Argued) 

 Schnader, Harrison, Segal & Lewis 

 Pittsburgh, PA 15222 

 William H. Powderly, III 

 Metz, Schermer & Lewis 

 Pittsburgh, PA 15222 

 Attorneys for Appellant 

 Coltec Industries, Inc. 

 Peter Buscemi (Argued) 

 Morgan, Lewis & Bockius 

 Washington, D.C. 20036 

 Attorney for Appellees 

 William P. Hobgood, Michael H. 

 Holland, Marty D. Hudson, 

 Thomas O.S. Rand, Elliot A. Segal, 

 Carlton R. Sickles, and Gail R. 

 Wilensky, as Trustees of the 

 United Mine Workers of America, 

 United Mine Workers of America 

 Combined Benefit Fund 

 Mark B. Stern 

 Jonathan H. Levy (Argued) 

 United States Department of Justice 

 Civil Division, Appellate Staff 

 Washington, D.C. 20530 

 Attorneys for Appellee 

 United States 

OPINION OF THE COURT 

SLOVITER, Circuit Judge: 

In this appeal, Coltec Industries, Inc. ("Coltec") seeks to 

extricate itself from its voluntary dismissal with prejudice of 

its claim against the United Mine Workers of America 

Combined Benefit Fund and its trustees (collectively"the 

Fund") that asserted that the Coal Industry Retiree Health 

Benefit Act of 1992 (Coal Act), 26 U.S.C. SS 9701-9722 

 3 
(2001), was unconstitutional. Subsequent to that dismissal, 

the Supreme Court in Eastern Enterprises v. Apfel, 524 U.S. 

498 (1997), declared the Coal Act unconstitutional as 

applied to companies in situations similar to Coltec. Coltec 

then filed motions in the District Court under Federal Rule 

of Civil Procedure 60(b) seeking to reinstate its 

constitutional claims. The District Court viewed Coltec as 

seeking to escape the effects of its earlier agreements in 

order to benefit from the ruling in Eastern and denied 

Coltec's attempt to reassert its constitutional claims or to 

have its liability for Coal Act premiums reduced to zero. The 

District Court also ordered Coltec to pay to the Fund 

$7,129,090.97 in premiums and interest. Coltec appeals 

the rulings of the District Court. 

I. 

BACKGROUND 

Congress enacted the Coal Act to resolve the imminent 

insolvency of multi-employer trusts created by coalindustry agreements to provide health benefits for coal 

miners and their dependents. The background of the Coal 

Act is thoroughly reviewed in Eastern Enterprises v. Apfel, 

524 U.S. 498, 504-14 (1997), and thereafter in Unity Real 

Estate Co. v. Hudson, 178 F.3d 649, 653-54 (3d Cir. 1999), 

and in Blue Diamond Coal Co. v. Trustees of the UMWA 

Combined Benefit Fund, 249 F.3d 519, 521-22 (6th Cir. 

2001). We thus summarize only the particular provisions 

and facts relevant to the case before us. 

The Coal Act merged existing trusts into the appellee 

United Mine Workers of America Combined Benefit Fund 

and charged the Fund's trustees with collecting premiums 

from the former employers of eligible retirees and using 

those premiums to pay the retirees' benefits. Under the Act, 

the Commissioner of Social Security assigns retirees to 

their former employers, and the Fund charges premiums 

based on these assignments. 

Coltec was assigned 249 retirees as of February 1, 1993, 

and the Fund assessed premiums against the company,

which made its first two monthly payments (totaling

 4 
$139,496.36), under protest.1 App. at 232. That November, 

Coltec and two other companies, Four Leaf Coal Co. and 

L.G. Wasson Coal Mining Corp., sued the Fund seeking 

declaratory and injunctive relief (including a 

contemporaneous motion for a temporary restraining order) 

from further assessments of Coal Act premiums against 

them. App. at 19-42. The first four counts of the complaint 

claimed that the Act was unconstitutional as applied to 

them under the Fifth Amendment's takings and due 

process clauses because the plaintiff companies had not 

signed the relevant agreements. They later added a fifth 

count alleging errors in the assignments of beneficiaries to 

them. 

In December 1993, the parties executed an agreement

(the "Agreement"), App. at 236-37, under which the 

plaintiffs agreed to withdraw their request for a temporary 

restraining order. Coltec agreed to establish an escrow 

account into which it would deposit all premiums due 

during the pendency of its preliminary injunction motion. 

The terms were established in a contemporaneous separate 

written agreement (the "Escrow Agreement"). App. at 232- 

35. In return, the Fund agreed to deem Coltec's payments 

into escrow as payments to the Fund and not to treat the 

other plaintiffs' failure to pay as a default.2 The Agreement 

provided that the escrow funds, plus interest, would be 

disbursed to the Fund if the injunction motion was denied 

or to Coltec if it was granted. 

In January 1994, the Fund answered the complaint and 

counterclaimed, seeking, inter alia, a declaration that the 

Coal Act was constitutional. Later that month, the United 

States intervened to defend the Act's constitutionality. In 

_________________________________________________________________ 

1. Coltec paid under protest on the ground that the Coal Act was 

unconstitutional as applied to it because it did not participate in the 

negotiations for the 1974 or any subsequent National Bituminous Coal 

Wage Agreements and did not in any other way agree to make 

contributions under these agreements. App. at 24. 

2. Although the complaint was filed by all three coal companies as 

plaintiffs, and they all entered into the Agreement (but not the Escrow 

Agreement), depending on the context we will refer only to Coltec as its 

claims are the only ones at issue in this appeal. 

 5 
May 1996, Coltec and the other two plaintiffs withdrew 

their preliminary injunction motion, and the District Court 

dismissed that motion. App. at 126. 

Meanwhile, several courts of appeals, including this one, 

held that the Coal Act was constitutional as applied to coal 

operators similarly situated to Coltec. See Eastern

Enterprises v. Chater, 110 F.3d 150 (1st Cir. 1997); Holland 

v. Keenan Trucking Co., 102 F.3d 736 (4th Cir. 1996); 

Carbon Fuel Co. v. USX Corp., 100 F.3d 1124 (4th Cir. 

1996); Lindsey Coal Mining Co. v. Chater, 90 F.3d 688 (3d 

Cir. 1996); Blue Diamond Coal Co. v. Shalala (In re Blue 

Diamond Coal Co.), 79 F.3d 516 (6th Cir. 1996); Davon, Inc. 

v. Shalala, 75 F.3d 1114 (7th Cir. 1996); LTV Steel Co. v. 

Shalala (In re Chateaugay Corp.), 53 F.3d 478 (2d Cir. 

1995). The Supreme Court had denied certiorari in Blue 

Diamond, 519 U.S. 516 (1997), Davon, 519 U.S. 808 (1996), 

and Chateaugay, 516 U.S. 913 (1995). Constitutional

challenges by other coal companies were still pending when 

the plaintiff companies initiated settlement negotiations 

with the Fund. See, e.g., Eastern Enterprises, 110 F.3d 150, 

rev'd, 524 U.S. 498 (1998); Mary Helen Coal Corp. v. 

Hudson, 976 F. Supp. 366 (E.D. Va. 1997), rev'd, 164 F.3d 

624 (4th Cir. 1998). 

On June 30, 1997, prior to the resolution of the pending 

constitutional challenges in other cases, the parties in this 

case signed a stipulation (the "Stipulation") which

referenced a decision by the Alabama federal court that 

resolved a dispute as to the amount of premiums to be 

assessed under the Coal Act. That decision was affirmed by 

the Eleventh Circuit. National Coal Ass'n v. Chater, No. 

CV94-H-780-S, 1995 WL 1052240 (N.D. Ala.), aff'd, 81 

F.3d 1077 (11th Cir. 1996) ("NCA"). The Stipulation also 

referenced the then-pending follow-up case, National Mining 

Ass'n v. Chater, No. CV-96-N-1385-S (N.D. Ala. 1996) 

("NMA"), in which coal companies sought a refund of the 

differential between the amount they had paid over a period 

of several years and the amount they would have paid 

under the NCA formula (the "premium differential"). The 

Stipulation stated: 

 plaintiffs seek either to obtain the benefits of the NMA 

 litigation, should the outcome be favorable to the 

 6 
 plaintiffs in that action, or to retain the right to litigate 

 the issue themselves should the outcome of the NMA 

 litigation be unfavorable to the plaintiffs in that case. 

App. at 128. 

Specifically, the Stipulation provided that: (1) plaintiffs 

would amend their complaint to state a new claim seeking 

the premium differential, (2) defendants would not oppose 

this amendment, (3) plaintiffs would dismiss with prejudice 

their five existing claims, (4) the parties would ask the court 

to stay the premium differential claim pending resolution of 

the NMA litigation, and (5) upon a final judgment in NMA: 

 a) if the said final judgment . . . is favorable to 

 plaintiffs in that case, then [the Fund] will afford 

 plaintiffs in this case the same treatment of [its] new 

 claim . . . as is afforded to the plaintiffs in the NMA 

 litigation; and b) if the said final judgment . . . is 

 favorable to defendants in that case, the stay imposed 

 on the new claim for relief . . . will be lifted, and 

 plaintiffs will be free to pursue that claim . . . and [the 

 Fund] will be free to defend . . . against that claim. 

App. at 129-30. In other words, the plaintiff companies 

would get the benefit of any decision determining that their 

premiums should have been lower but could litigate that 

point if the Alabama court found otherwise. Pursuant to the 

Stipulation, the plaintiff companies amended their 

complaint to include a new sixth count that concerned the 

premium differential issue, App. at 132-38, 147-53, and 

dismissed the first five counts with prejudice. The District 

Court "so ordered" the Stipulation on July 2, 1997. The 

District Court then granted the parties' joint motion to stay 

this case pending the resolution of NMA. 

On October 20, 1997, the Supreme Court granted 

certiorari from the decision of the Court of Appeals for the 

First Circuit holding the Coal Act constitutional. Eastern 

Enterprises v. Apfel, 522 U.S. 931 (1997) (granting writ of 

certiorari). On June 25, 1998, the Court found the Coal Act 

unconstitutional as applied to companies which had not 

signed relevant coal-industry agreements. Eastern, 524 U.S. 

498 (1998). The decision in Eastern was"splintered." Unity 

Real Estate Co., 178 F.3d at 658. Five Justices found the 

 7 
Act unconstitutional as applied to companies who, like 

Eastern and Coltec, had not signed the relevant coalindustry agreements. Only four of those Justices believed 

that, applied to such companies, the Act was an 

unconstitutional taking, Eastern, 524 U.S. at 529-37 

(plurality opinion), while the fifth believed the Act violated 

due process but was not a taking, id. at 539-50 (Kennedy, 

J., concurring and dissenting). The other four Justices 

would have held that the Coal Act was constitutional as 

applied to such companies. Id. at 550-53 (Stevens, J., 

dissenting); id. at 553-68 (Breyer, J., dissenting). 

Shortly after Eastern was decided, the plaintiff companies 

in this case filed three motions in an attempt to avoid Coal 

Act liability. The first motion requested leave to file a new 

complaint restating the dismissed constitutional claims and 

altering the sixth count to claim zero premium liability. The 

second asked for relief under Federal Rule of Civil

Procedure 60(b)(5) or (6) from the dismissal of the first five 

counts of the complaint which challenged the 

constitutionality of the Coal Act. The third motion sought to 

lift the stay of count six (the premium differential). App. at 

155-87. On November 9, 1998, while the motions were

pending, the Social Security Administration wrote to Coltec 

voiding Coltec's assignments in light of Eastern (the "SSA 

letter"). App. at 201. 

The District Court denied the three motions on January 

25, 1999. App. at 188-95. The District Court held that the 

Eastern decision did not provide a basis for relieving Coltec 

of the consequences of its bargain. The court also denied 

Coltec's subsequent motion for "limited reconsideration" 

based on the SSA letter, finding that the letter, which 

Coltec received before the January order, was not new 

evidence, and that Coltec's reliance on the letter was merely 

another attempt to reassert the claims it had bargained 

away. App. at 204. 

In May 1999, the NMA parties reached a settlement with 

the Fund under which the Fund agreed to pay back the 

premium differential without interest. Supp. App. at 388- 

93. The Fund, which had agreed in the Stipulation to give 

Coltec the benefit of NMA if the coal companies were 

successful in that litigation, offered to offset Coltec's 

 8 
premium differential against Coltec's release of the escrow 

money, but Coltec denied any liability. Supp. App. at 394- 

95, 400-03. The Fund then filed a motion asking the

District Court to order disbursement of the funds that were 

believed to be in escrow, App. at 219-20, at which time 

Coltec first revealed that it had not in fact established an 

escrow account as it had represented. App. at 287-88. The 

District Court granted the Fund's motion on July 20, 2000 

and ordered Coltec to pay directly to the Fund over $7 

million in premiums and interest3 which should have been 

in escrow. App. at 297-303. Coltec timely appealed. 4 

Thereafter, the District Court directed the parties to file 

dispositive motions.5 It ruled on those motions on 

December 4, 2000, issuing a final judgment dismissing the 

Fund's counterclaims as moot and granting Coltec 

summary judgment on its premium differential claim. App. 

at 370-78. Specifically, the District Court found that Coltec 

had made a bargain to forego all challenges to its 

underlying Coal Act premium liability in exchange for the 

opportunity to (1) claim the premium differential and (2) 

gain the benefit of a favorable NMA result while (3) retaining 

the right to litigate the premium differential issue itself 

should the NMA outcome be unfavorable to its position. 

The court also reiterated its understanding of the parties' 

deal when it granted the Fund's motion to order 

disbursement of the escrow funds. It rejected Coltec's 

argument that the Fund had no right to premiums due to 

the SSA letter, treating it as another effort by Coltec to 

renege on its concession of liability in the Stipulation. In 

response to Coltec's argument that the Agreement required 

denial of Coltec's initial injunction motion to trigger 

disbursement of the escrow to the Fund, the District Court 

found that Coltec's withdrawal and its dismissal of its 

_________________________________________________________________ 

3. The order allowed Coltec to offset its payment by the amount of the 

premium differential (approximately $150,000). 

4. We need not decide if we have jurisdiction over that appeal because it 

has been consolidated with Coltec's later appeal of the final judgment. 

5. Around this time, Four Leaf and Wasson settled with the Fund, 

although the District Court acknowledged that nothing had been entered 

into the record regarding these settlements. App. at 314, 371 n.2. 

 9 
injunction motion satisfied this condition. Morever, the 

court held that Coltec's failure to make the agreed upon 

payments into escrow did not excuse its obligation to pay 

the amount that should have been (and was represented to 

be) in escrow.6 

The District Court held that because the NMA result was 

undisputedly favorable to Coltec, the Stipulation limited the 

relief to that afforded the NMA plaintiffs, which necessarily 

meant that count six was limited to the premium 

differential and that Coltec could not use count six as a 

vehicle for recalculating its premiums to zero. The court did 

award Coltec a $152,717.92 offset against the money it 

owed the Fund and stayed the judgment pending Coltec's 

appeal, which this court consolidated with the company's 

earlier appeal.7 

II. 

JURISDICTION AND STANDARD 

The District Court had federal question jurisdiction and 

this court has jurisdiction under 28 U.S.C. S 1291. The 

parties disagree as to the standard of review we should 

apply to the District Court's treatment of the Stipulation, 

with the Fund advocating a clearly erroneous standard and 

Coltec advocating a plenary standard. We note that our 

result in this case would be the same under either 

standard. This court applies plenary review to a district 

court's construction of settlement agreements, but should 

_________________________________________________________________ 

6. We note our surprise that there is no reference in the record to any 

sanction imposed by the District Court on Coltec or its attorney for what 

appears to be years of falsely representing the establishment and 

existence of an escrow fund, although the District Court did find the 

conduct "troubling." App. at 302 n.1. 

7. On March 27, 2001, the Fund wrote to Coltec and Wasson, offering a 

partial refund of the premiums they had paid, pursuant to a fund set up 

by Congress for partially reimbursing companies in their position in the 

wake of Eastern. Letter from George E. McGrann, Attorney for Coltec, to 

the Court (May 9, 2001) (enclosing letter from Carl F. Tennille, 

Comptroller for Health and Retirement Funds (March 27, 2001)) (on file 

in Clerk's office). 

 10 
review a district court's interpretation of settlement 

agreements, as well as any underlying factual findings, for 

clear error, as it would in reviewing a district court's 

treatment of any other contract. See, e.g., In re Cendant 

Corp. Prides Litig., 233 F.3d 188, 193 (3d Cir. 2000) 

("[B]asic contract principles . . . apply to settlement 

agreements [and] . . . contract interpretation is a question 

of fact, [thus] . . . review is according to the clearly 

erroneous standard. In contrast, contract construction, that 

is, the legal operation of the contract, is a question of law 

mandating plenary review."). We review the denial of Rule 

60(b) relief for an abuse of discretion. Rolo v. City Investing 

Co. Liquidating Trust, 155 F.3d 644, 653 (3d Cir. 1998).8 

III. 

DISCUSSION 

On appeal, Coltec makes several challenges to the 

District Court's rulings. Primarily, however, the company 

asserts that the District Court misinterpreted the 

Stipulation, abused its discretion in denying the Rule 60(b) 

motion, and had no basis to award money to the Fund. 

Coltec seeks reversal of the $7,129,090.97 award to the 

Fund and asks us to instruct the District Court to order the 

Fund to refund the two premiums Coltec paid, with 

interest. In the alternative, Coltec asks this court to remand 

for another recalculation of its premium differential, but it 

_________________________________________________________________ 

8. Coltec suggests review is plenary when a district court does not 

exercise its discretion, citing, inter alia, Twelve John Does v. District 

of 

Columbia, 841 F.2d 1133, 1138 (D.C. Cir. 1988), for the proposition that 

a denial of Rule 60(b) relief should be reversed if it is based on an 

error 

of law. This is consistent with the abuse of discretion standard. See, 

e.g., 

Stokors S.A. v. Morrison, 147 F.3d 759, 761 (8th Cir. 1998) ("A district 

court necessarily abuses its discretion if it bases its decision on an 

erroneous view of controlling law."). Coltec also argues courts have no 

discretion to deny a Rule 60(b) motion which is based on the 

unconstitutionality of the underlying judgment. See Boughner v. Sec'y of 

Health, Educ. & Welfare, 572 F.2d 976, 977 (3d Cir. 1978). The language 

Coltec relies on is dictum. This court reviewed such a denial for abuse 

of discretion in Marshall v. Board of Education , 575 F.2d 417, 422-24 (3d 

Cir. 1978). 

 11 
does not respond to the Fund's assertions (1) that Coltec 

waived this issue by not raising it in the District Court and 

(2) that the credit is correctly calculated. The Fund defends 

the District Court's understanding of the parties' agreement 

and, along with the United States, asserts that the court 

properly denied Rule 60(b) relief.9 

A. Coltec's Coal Act Liability 

Coltec contends that it should prevail on this appeal even 

without the constitutional claims it voluntarily dismissed 

because its Coal Act liability is zero. Coltec argues that in 

light of the Stipulation the District Court abused its 

discretion in declining to lift the stay on count six and 

erred in holding that its resolution of that count was 

limited to the two options in the Stipulation. 

It is manifest that Coltec explicitly agreed in the

Stipulation to dismiss with prejudice its first five counts, 

which stated constitutional challenges to the Coal Act and 

a statutory challenge to the company's assignments,

thereby forfeiting these avenues of contesting its underlying 

liability. The District Court "so ordered" the Stipulation and 

the related dismissal and stay orders. In exchange for 

Coltec's abandonment of its challenges to its liability, the 

Fund agreed that Coltec could challenge the amount of its 

assessments by adding "a new claim for relief that will seek 

to reduce, by the amount of the premium differential[from 

NCA], the Coal Act premiums assessed against plaintiffs by 

[the Fund]." App. at 129. The plain language of the

Stipulation thus confined the scope of this new sixth count. 

Coltec clearly understood this because its sixth count 

was narrowly drawn, alleging only that certain offsets due 

under the Coal Act were under-calculated, resulting in the 

premium differential, and requesting that the court order 

the Fund to recalculate its pre-1996 premiums according to 

the NCA method10 and release the premium differential plus 

interest to Coltec from the company's payments in escrow. 

As contemplated by the Stipulation, the sixth count did not 

_________________________________________________________________ 

9. The United States takes no position regarding the money judgment. 

Br. of United States at 10 n.1. 

10. From 1996 on, the Fund assessed all premiums according to NCA. 

 12 
challenge either Coltec's assignments or its underlying 

premium liability based on these assignments. 

Moreover, the Stipulation restricted the District Court's 

ultimate resolution of the sixth count. It provided that the 

parties would ask to stay count six pending the resolution 

of NMA and then, if the resolution was favorable to the NMA 

plaintiffs, the Fund would give Coltec the same treatment 

regarding its premium differential claim as the NMA

plaintiffs received.11 It also provided that if the outcome 

were favorable to the Fund, the stay on the sixth count 

would be lifted and the parties would be free to litigate the 

premium differential issue. The District Court's stay order 

recited this language. App. at 145-46. By voluntary

agreement and subsequent court order, Coltec's sole

remaining cause of action is confined to seeking the 

premium differential which the Fund has offered Coltec. 

The Stipulation precludes Coltec from contesting its 

underlying liability for Coal Act premiums. For this reason, 

Coltec cannot use count six to state a claim for zero liability 

or to request a refund of its two premium payments, and 

nothing in the SSA letter requires otherwise. Thus, the 

District Court did not abuse its discretion in failing to lift 

the stay and properly denied Coltec's summary judgment 

request for relief beyond that afforded the NMA plaintiffs. 

B. Coltec's Rule 60(b) Motion 

"The general purpose of Rule 60(b) . . . is to strike a 

proper balance between the conflicting principles that 

litigation must be brought to an end and that justice must 

be done." Boughner v. Sec'y of Health, Educ. & Welfare, 572 

F.2d 976, 977 (3d Cir. 1978). Coltec contends that the 

denial of relief in this case was an abuse of discretion and 

that relief is warranted under either Rule 60(b)(5) or 

60(b)(6). The relevant portions of the rule provide: 

 (b) On motion and upon such terms as are just, the 

 court may relieve a party or a party's legal

 representative from a final judgment, order, or 

 proceeding for the following reasons: . . . 

_________________________________________________________________ 

11. On appeal, Coltec does not contest that under the Stipulation the 

settlement terminating the NMA case was a resolution favorable to the 

NMA plaintiffs. 

 13 
 (5) the judgment has been satisfied, released, or 

 discharged, or a prior judgment upon which it is based 

 has been reversed or otherwise vacated, or it is no 

 longer equitable that the judgment should have 

 prospective application; or 

 (6) any other reason justifying relief from the 

 operation of the judgment. 

Fed. R. Civ. P. 60.12 Coltec based its motion in the District 

Court for relief from the dismissal with prejudice of the first 

five counts of its complaint on these subsections, and now 

appeals the District Court's denial of this motion.

1. Subsection (5) 

This court has held that "[t]he definitional limitation in 

subsection (5) is significant in that it empowers a court to 

modify a judgment only if it is `prospective,' or executory." 

Marshall v. Bd. of Educ, 575 F.2d 417, 425 (3d Cir. 1978). 

The District Court held that its dismissal with prejudice of 

the first five counts does not satisfy the "prospective" 

requirement of this section. Coltec argues that because 

there was no money judgment against it at the time of its 

Rule 60(b) motion, an order allowing it to reassert its 

constitutional claims would have resulted in a finding that 

it had no Coal Act liability, which would have given it relief 

from the prospective application of the Stipulation. It 

asserts that, therefore, the District Court's finding that the 

dismissal was not prospective was erroneous and that the 

court abused its discretion by failing to weigh the equities 

of the company's motion. 

As an initial matter, Coltec's motion asked for relief from 

_________________________________________________________________ 

12. The United States argues that Coltec's Rule 60(b) motion is moot 

because the motion seeks to reinstate claims challenging the 

constitutionality of the Coal Act despite the fact that the government has 

already declared Coltec's assignments void and agreed that further 

assessments against Coltec are inappropriate. However, if we found the 

District Court abused its discretion in denying Coltec's request for Rule 

60(b) relief, it could affect Coltec's right to the premium payments it 

made (and was supposed to put in escrow). So, while the question of the 

Act's constitutionality as applied to Coltec may be moot, Coltec's appeal 

of the denial of its Rule 60(b) motion is not. 

 14 
the dismissal order, not from the Stipulation. Courts have 

generally held that dismissals with prejudice are not 

prospective within the meaning of Rule 60(b)(5). See, e.g., 

Maraziti v. Thorpe, 52 F.3d 252, 254 (9th Cir. 1995); 

Schwartz v. United States, 976 F.2d 213, 218 (4th Cir. 

1992); Picco v. Global Marine Drilling Co., 900 F.2d 846, 851 

(5th Cir. 1990); Twelve John Does v. District of Columbia, 

841 F.2d 1133, 1139-40 (D.C. Cir. 1988). Coltec cites no 

authority to the contrary. Instead, Coltec argues that the 

prospective effect of the dismissal prevents it from 

reasserting its constitutional claims and defenses. However, 

as the government notes, this collateral estoppel effect is 

common to all judgments. If this were enough to satisfy 

Rule 60(b)(5)'s threshold requirement, then the Rule's 

requirement of "prospective application" would be 

meaningless. 

Numerous courts have explicitly rejected this argument. 

See, e.g., Maraziti, 52 F.3d at 254 ("The construction . . . to 

the effect that a judgment has prospective effect so long as 

the parties are bound by it, would read the word 

`prospective' out of the rule.") (quotation omitted); Picco, 900 

F.2d at 851 ("The only arguably prospective effect of the . . . 

dismissal is that it precludes relitigation of the issues 

decided, which clearly is not enough."); Gibbs v. Maxwell 

House, 738 F.2d 1153, 1156 (11th Cir. 1984) ("That 

plaintiff remains bound by the dismissal is not a 

`prospective effect' within the meaning of rule 60(b)(5) any 

more than if plaintiff were continuing to feel the effects of 

a money judgment against him."). 

Coltec asserts that the prospective effect it describes is 

narrower than the collateral estoppel effect at issue in the 

above cases because the dismissal in this case was 

executory. This differs, it contends, from the judgment for 

monetary damages that had been paid and which this court 

determined was not prospective in Marshall, 575 F.2d 417.13 

_________________________________________________________________ 

13. Coltec also analogizes the District Court's interpretation of the 

Stipulation in this case to the judgment in United States v. Kayser-Roth 

Corp., 103 F. Supp. 2d 74, 79-80 (D.R.I. 2000) (judgment prospective as 

to damages when it fixed liability for waste clean-up but left amount of 

liability dependent on future events). But, as noted above, Coltec's Rule 

60(b) motion sought only to vacate the dismissal, not the Stipulation. 

 15 
However, although the court in Marshall sustained the 

denial of Rule 60(b) relief when the judgment had already 

been satisfied, the court explicitly noted that even if the 

judgment had not yet been satisfied, it would not qualify as 

prospective under Rule 60(b)(5) because "[a]`prospective' 

injunction envisions a restraint of future conduct, not an 

order to remedy past wrongs when the compensation 

payment is withheld from the beneficiaries until some 

subsequent date." Marshall, 575 F.2d at 425 n.27. 

In fact, all of the cases Coltec cites which granted Rule 

60(b)(5) relief involved injunctions or consent decrees 

regulating ongoing behavior. See Agostini v. Felton, 521 

U.S. 203, 212 (1997) (injunction preventing certain manner 

of delivering publicly funded services to parochial school 

students); Rufo v. Inmates of Suffolk County Jail, 502 U.S. 

367, 374-75 (1992) (consent decree mandating construction 

of new prison according to specific guidelines); Bellevue 

Manor Assocs. v. United States, 165 F.3d 1249, 1251 (9th 

Cir. 1999) (injunction mandating use of specific rentsubsidy calculation method); Marshall, 575 F.2d 417, 419 

(injunction requiring compliance with federal wage-andhour law). 

Coltec's point that judgments are prospective when they 

are executory is not in dispute.14 There was nothing 

executory about the dismissal with prejudice of counts one 

through five. Even though there was no money judgment 

against Coltec at the time of its motion, it had previously 

assured the District Court that it was depositing into the 

escrow account the Coal Act premiums as they were due. 

See, e.g., App. at 151 ("Plaintiffs have held under escrow 

certain sums assessed to them for premiums for plan years 

February 1, 1993, October 1, 1993, and October 1, 1995."); 

App. at 170 (same); and App. at 198 ("[Coltec] has paid its 

_________________________________________________________________ 

14. The United States cites a series of cases in support of this 

proposition. See, e.g., Cincinnati Ins. Co. v. Flanders Elec. Motor Serv., 

Inc., 131 F.3d 625, 630 (7th Cir. 1997) (finding judgment not prospective 

that interpreted contract and continued to affect rights and duties of 

parties, and stating "[j]udgments are prospective when they are 

`executory' or `involve the supervision of changing conduct or 

conditions.' ") (quoting Twelve John Does , 841 F.2d at 1138); Maraziti, 

52 

F.3d 252, 254 (same). 

 16 
Coal Act assessments since 1993 into an escrow account 

pending the resolution of the respective rights of the 

parties, and such monies remain in escrow. This escrow 

fund contains several million dollars."). It is disingenuous 

-- in light of Coltec's multiple false statements to both the 

District Court and the Fund about its escrow payments -- 

for Coltec to attempt to use its failure to make the promised 

payments to its own advantage. Therefore, the District 

Court did not abuse its discretion in finding that the 

dismissal did not satisfy Rule 60(b)(5)'s threshold

requirement of prospective effect. 

2. Subsection (6) 

Rule 60(b)(6) is a catchall provision which allows a court 

to relieve a party from the effects of an order for"any other 

reason justifying relief from the operation of the judgment." 

Fed. R. Civ. P. 60(b)(6). However, "[t]his court has 

consistently held that the Rule 60(b)(6) ground for relief 

from judgment provides for extraordinary relief and may 

only be invoked upon a showing of exceptional 

circumstances." In re Fine Paper Antitrust Litig., 840 F.2d 

188 (3d Cir. 1988) (quotation omitted); see also United 

States Steel Corp. v. Fraternal Ass'n of Steel Haulers, 601 

F.2d 1269, 1274 (3d Cir. 1979); Marshall, 575 F.3d at 425. 

In rejecting Coltec's Rule 60(b)(6) motion, the District 

Court relied in large part on the fact that a change in law 

subsequent to the challenged order rarely justifies Rule 

60(b)(6) relief. See Agostini, 521 U.S. at 239; Cincinnati Ins. 

Co., 131 F.3d at 628-29; Marshall, 575 F.3d at 425-26. In 

addition, as to the equities of Coltec's motion, the District 

Court found the company was trying to escape the effects 

of a bargain it regretted in hindsight and held that there 

were no exceptional circumstance that would justify

allowing Coltec to renege on its deal. 

Coltec acknowledges that its decision voluntarily to 

dismiss its constitutional claims is an equitable factor 

militating against Rule 60(b)(6) relief,15 but argues that the 

_________________________________________________________________ 

15. Alternatively, Coltec appears to argue that the fact the court did not 

consider the merits of its constitutional claims in granting the dismissal 

at issue militates in favor of Rule 60(b) relief, citing Lasky v. 

Continental 

 17 
District Court abused its discretion by giving determinative 

weight to this factor. Likewise, Coltec concedes that a 

change in decisional law is not alone sufficient to justify 

Rule 60(b) relief, but contends that the District Court 

abused its discretion by erroneously concluding that a 

change in law cannot support such relief and declining 

further to consider the equities of the company's motion. 

Coltec underscores that the new law in this case was a 

Supreme Court decision based on a finding of 

unconstitutionality. 

In its ruling denying Rule 60(b) relief, the District Court 

noted that decisional law cannot alone justify such relief 

and that Coltec had consented to the dismissal. See, e.g., 

App. at 190 ("Failing to litigate to its conclusion a matter 

that could have been pursued . . . all the way to the 

Supreme Court does not constitute an exceptional 

circumstance."); App. at 193 ("[A] change in the decisional 

law after judgment is entered . . . is not considered 

exceptional and does not justify relief."). However, the 

District Court considered other equitable factors in the 

remainder of its opinion, most notably the content and 

context of the parties' agreement leading to the dismissal. 

Even if the District Court could have been more explicit in 

its analysis of the equitable factors, it did not abuse its 

discretion, particularly since it focused on the principal 

issue of whether Coltec should be excused from the effects 

of a deal it voluntarily made. 

_________________________________________________________________ 

Products Corp., 804 F.2d 250, 256 n.10 (3d Cir. 1986) ("[I]f relief is 

sought from a default judgment or a judgment of dismissal where there 

has been no consideration of the merits, [the court should consider] 

whether in the particular case the interest of deciding cases on the 

merits outweighs the interest in orderly procedure and in the finality of 

judgments, and whether there is merit in the defense or claim, as the 

case may be.") (quotation omitted). 

In light of the voluminous case law mandating a high hurdle for Rule 

60(b) relief from consensual orders, see, e.g. , Rufo, 502 U.S. at 383, 

Bellevue, 165 F.3d at 1253 n.4, Phila. Welfare Rights Org. v. Shapp, 602 

F.2d 1114, 1119-20 (3d Cir. 1979), this dictum from Lasky is better 

understood as applying to adjudications on procedural grounds rather 

than consensual orders like the dismissal in this case. 

 18 
For purposes of an equitable analysis, the dismissal in 

this case should be viewed in the context of the Stipulation 

which precipitated it. As the District Court noted, the 

parties to the Stipulation clearly knew how to provide for 

contingencies such as future case law (i.e., NMA ) and knew 

that there were still pending constitutional challenges to 

the Coal Act. Coltec decided not to condition the dismissal 

of its constitutional claims on the ultimate outcome of 

these challenges, but deliberately forfeited its still viable 

constitutional claims, apparently because it believed they 

were unlikely to be successful in light of then-existing case 

law. It did so in exchange for valuable consideration in the 

form of a chance to pursue without litigation its premium 

differential claim, which it presumably believed it had a 

better chance of winning. In retrospect in light of the 

Supreme Court's decision in Eastern, Coltec may wish that 

it had not made this deal, but courts have not looked 

favorably on the entreaties of parties trying to escape the 

consequences of their own "counseled and knowledgeable" 

decisions. Fine Paper, 840 F.2d at 195. 

Coltec's situation is analogous to the circumstances of 

other Rule 60(b) movants whose motions courts have 

denied in large part because of their deliberate decisions 

not to appeal unfavorable adjudications. See, e.g., id. at 

188 (involving attorneys who chose not to appeal fee award 

others appealed); Marshall, 575 F.2d at 420 (involving 

school board that paid judgment after appeal rather than 

petitioning for certiorari). The Supreme Court addressed 

this situation in Ackermann v. United States, 340 U.S. 193 

(1950), which involved the denaturalization of two 

naturalized German citizens during World War II. For 

monetary reasons, Ackermann declined to appeal, believing 

the issue would be resolved after the war. When the appeal 

of his brother-in-law, Keilbar, was successful, Ackermann 

filed for Rule 60(b) relief from his denaturalization. The 

Supreme Court held such relief was appropriately denied, 

explaining: 

 Petitioner made a considered choice not to appeal, 

 apparently because he did not feel that an appeal 

 would prove to be worth what he thought was a 

 required sacrifice of his home. His choice was a risk, 

 19 
 but calculated and deliberate and such as follows a 

 free choice. Petitioner cannot be relieved of such a 

 choice because hindsight seems to indicate to him that 

 his decision not to appeal was probably wrong, 

 considering the outcome of the Keilbar case. There 

 must be an end to litigation someday, and free, 

 calculated, deliberate choices are not to be relieved 

 from. 

Id. at 198. 

Likewise, even if Coltec's decision to settle was 

improvident in hindsight, the decision has been made and 

cannot be revisited. Cf. Schwartz, 976 F.2d at 218 ("We find 

no meaningful distinction between a motion asking for relief 

from a decision not to appeal, as in Ackermann , and one 

that asks for relief from a decision to settle, as in this 

case."). The Court contrasted Ackermann's case to that of 

the successful Rule 60(b) petitioner in Klapprott v. United 

States, 335 U.S. 601 (1949), who also had failed to defend 

denaturalization charges but who had been in custody, 

sick, unable to procure counsel despite efforts to do so, and 

preoccupied by efforts to protect himself against grave 

criminal charges. Ackermann, 340 U.S. at 199-200. The 

Court observed, "By no stretch of imagination can the 

voluntary, deliberate, free, untrammeled choice of petitioner 

not to appeal compare with the Klapprott situation." Id. at 

200. The District Court did not err in determining that 

Coltec similarly must bear the consequences of its 

informed, counseled and voluntary decision. 

Our decision in Boughner, 572 F.2d 976, which Coltec 

cites, granting Rule 60(b) relief, is distinguishable from the 

facts of the present case. The Boughner appellants had lost 

summary judgment motions because their attorney, who 

failed to file opposing papers, was inexcusably negligent. Id. 

at 977. Coltec, unlike these litigants, deliberately chose to 

negotiate away its constitutional claims while actively 

represented by competent counsel. 

Coltec also argues that it should not be punished for 

serving the interests of judicial economy by bowing to the 

weight of then-existing decisional law holding the Coal Act 

constitutional instead of continuing constitutional litigation 

 20 
would have been borderline frivolous. It appeals to this 

court's sense of justice, claiming that it is fundamentally 

unfair for it to be forced to pay unconstitutional Coal Act 

premiums when the government has waived the premiums 

of companies that had not yet paid the premiums and

refunded premiums of companies that settled before 

Eastern. See Blue Diamond Coal Co. v. Trustees of the 

UMWA Combined Benefit Fund, 249 F.3d 519, 523 (6th Cir. 

2001). 

The Fund responds that Coltec is not similarly situated 

to the companies that did not settle because Coltec got the 

benefit of its bargain and, had Eastern turned out 

differently, it might have been in a better position than 

companies that did not settle. We agree. Enforcing Coltec's 

bargain is not a punishment and is not unfair. Moreover, 

this court has already rejected such disparate treatment of 

"similarly" situated parties as a basis for Rule 60(b) relief. 

We stated, "The only showing made in support of Rule 60(b) 

relief in this case is that litigants who pursued appellate 

remedies fared better than litigants who did not. The 

Marshall case explicitly forecloses Rule 60(b) relief on that 

ground." Fine Paper, 840 F.2d at 194. 

The United States further contends that if Coltec prevails, 

the government will have no incentive to settle 

constitutional cases. The government persuasively argues 

that if Coltec is allowed to renege on the Stipulation and 

the Agreement, then: 

 any settlement involving the abandonment of 

 constitutional claims would be illusory [and][a]ny 

 party that bargained away constitutional claims that 

 later turned out to have merit could renege on its 

 agreement. As a result, the United States would have 

 no incentive to enter into settlement agreements in 

 [such] cases, and litigants would lose the ability to 

 trade constitutional claims -- even highly questionable 

 ones -- for valuable consideration. [Further,] . . . the 

 courts would be inundated with constitutional claims 

 which could no longer be settled as well as parties 

 seeking to reopen long-closed cases based on more 

 recent precedent. 

 21 
Br. of United States at 12. 

Finally, Coltec claims that the Fund will suffer no undue 

prejudice if Rule 60(b) relief is granted. To the contrary, the 

Fund would in fact lose the benefit of the bargain it made 

with Coltec. Like Coltec, the Fund took a deliberate risk -- 

which in fact materialized when it lost NMA-- in exchange 

for a particular benefit, the security of the contemplated 

escrow. If Coltec were to prevail, the Fund would be 

prejudiced by losing the benefit it earned. For these 

reasons, the District Court did not abuse its discretion by 

failing to grant Coltec's Rule 60(b) motion.16 

3. Other Post-Eastern Rulings on Rule 60(b) Motions by 

 Coal Companies 

Our conclusion that the District Court properly denied 

Coltec's Rule 60(b) motion is in line with the decisions of 

the other courts that denied relief sought by companies 

which settled or paid premiums pursuant to final 

judgments before Eastern. In Blue Diamond Coal, a coal 

company that had paid the Coal Act premiums it owed after 

unsuccessfully litigating its constitutional claims all the 

way to the Supreme Court, Blue Diamond Coal Co. v. 

Chater, 519 U.S. 1055 (1997) (denying writ of certiorari), 

moved for Rule 60(b)(6) relief. The district court granted 

relief, Blue Diamond Coal Co. v. Shalala (In re Blue Diamond 

Coal Co.), No. 3:93-CV-473, 1998 U.S. Dist. LEXIS 22711 

(E.D. Tenn. Nov. 4, 1998), but the Court of Appeals for the 

Sixth Circuit reversed, stating that a change in decisional 

law, even when based on constitutional principles, is 

generally insufficient to justify Rule 60(b)(6) relief. Blue 

Diamond Coal Co., 249 F.3d at 524. It rejected the district 

court's analogy to a line of cases which establishes that 

post-judgment relief may be granted when litigants involved 

in the same transaction or injury get divergent judgments 

_________________________________________________________________ 

16. Additionally, the District Court's denial of Coltec's motion for 

reconsideration based on the SSA letter was not an abuse of discretion. 

The letter was not "new evidence" in that Coltec received it while the 

Rule 60(b) motion was under consideration by the court. Moreover, the 

District Court did not abuse its discretion because the letter is an 

extension of the Eastern decision; to the extent Eastern does not justify 

Rule 60(b) relief, neither does the SSA letter. 

 22 
due to a change in decisional law, see id. at 525, because 

those cases involve "transactions with a much tighter nexus 

. . . than a law passed by Congress to regulate the payment 

of medical health benefits to the retirees of an entire 

industry." Id. at 526. It also found that the equities favored 

denial of relief, citing the general interest in finality. The 

Court of Appeals noted that the judgment had been fully 

executed before Eastern was decided. See also Templeton 

Coal Co. v. Apfel, No. 93-158 (S.D. Ind. Nov. 17, 1999) 

(denying Rule 60(b)(6) relief to coal company that had lost 

its constitutional challenge in district and circuit court and 

filed a petition for certiorari which was denied by the 

Supreme Court); Davon, Inc. v. Apfel, No. 93-198 (S.D. Ind. 

Nov. 17, 1999) (same). 

The case with the facts most similar to this one is

Holland v. Virginia Lee Co., 188 F.R.D. 241 (W.D. Va. 1999). 

Virginia Lee had paid the Fund a set amount in settlement 

of all past and future premium liability before there was 

any binding law in the Fourth Circuit as to the 

constitutionality of the Coal Act. The district court in 

Virginia Lee denied the company's Rule 60(b)(6) motion, 

finding that it had no grounds for relief from its voluntary 

settlement and could not otherwise show extraordinary 

circumstances. The court emphasized the extraordinary 

nature of subsection (6) relief, noting that a change in law 

does not, alone, justify such relief, even when the change is 

based on constitutional principles, and it rejected various 

fairness arguments similar to those made by Coltec here. 

Id. at 254-55. The court also rejected the companies' 

argument that their SSA letters justified relief, finding that 

these letters were not meant to affect final judgments and 

that, in any case, the SSA does not have the authority to do 

so. Id. at 256; see also Lindsey Coal Mining Co. Liquidating 

Trust v. Apfel, No. 94-143 (W.D. Pa. Aug. 4, 1999) (denying 

relief to a coal company that lost its constitutional 

challenge in district and appeals court and did not petition 

for certiorari, based in part on the District Court's denial 

here). 

 23 
C. The District Court's Award of Seven Million Dollars to 

 the Fund 

Coltec argues that the District Court had no "jurisdiction" 

to award monetary damages to the Fund because the Fund 

did not request any monetary damages and did not prevail 

on its one declaratory judgment counterclaim.17 In 

response, the Fund points out that it asked for such relief 

as was just, and argues that the judgment is authorized by 

Federal Rule of Civil Procedure 54(c) which provides that 

"every final judgment shall grant the relief to which the 

party in whose favor it is rendered is entitled, even if the 

party has not demanded such relief in the party's 

pleadings." Fed. R. Civ. P. 54(c); see also Kirby v. HUD, 745 

F.2d 204, 207 (3d Cir. 1984) ("As long as the plaintiffs have 

stated a claim for relief, it is the court's obligation to grant 

the relief to which the prevailing party is entitled whether 

it has been specifically demanded or not."). 

In awarding the Fund some seven million dollars, the 

District Court enforced the "so ordered" Stipulation and the 

Agreement, and the court certainly had the authority to do 

so. See Halderman v. Pennhurst State Sch. & Hosp., 901 

F.2d 311, 317 (3d Cir. 1990) (holding that courts have 

jurisdiction to enforce settlement agreements incorporated 

into orders); Washington Hosp. v. White, 889 F.2d 1294, 

1299 n.9 (3d Cir. 1989) (holding that the fact that court 

had "so ordered" stipulation gave document"the same

effect as a consent order or consent decree" and gave the 

court jurisdiction to enforce it). As the Fund argues, its 

entitlement to pre-Eastern premiums arises from the

Agreement, not the Coal Act. This renders irrelevant 

Coltec's lengthy discussion of the court's lack of authority 

under the Coal Act to impose liability on it. The real issue 

is whether the Stipulation, in conjunction with the

Agreement, which was "so ordered," authorizes the 

judgment imposed by the court. 

_________________________________________________________________ 

17. Coltec also asserts it would be illegal for it to pay the Fund without 

Coal Act liability, under the Labor Management Relations Act S 302, 29 

U.S.C. S 186 (barring employer gifts to labor organizations). However, 

S 302(c)(2) exempts "payment . . . of any money . . . in satisfaction of a 

judgment of any court . . . or in compromise, adjustment, settlement, or 

release of any claim." 29 U.S.C. S 186(c)(2). 

 24 
Coltec contends that the Stipulation does not provide a 

basis for the award. It asserts that the document is 

unambiguous and very limited, arguing that no language in 

the Stipulation can be construed as an admission of

liability, an acknowledgment that any of its retiree 

assignments or premium assessments are valid, or an

agreement to make premium payments. It claims that the 

District Court erroneously augmented the plain meaning of 

the Stipulation by resorting to the "context" of the 

document when there had been no showing of any 

ambiguity. We reject this contention. As we previously 

noted, the language of the Agreement and Stipulation 

supports the District Court's interpretation of the parties' 

deal. Simply put, the Fund is entitled to the money

pursuant to the parties' bargain. 

The District Court's finding that the Fund was, in these 

circumstances, entitled to the disbursement it requested is 

unexceptional. Coltec argues, however, that the Agreement 

and the Stipulation reference "Coal Act premiums" and 

that, in light of the SSA letter, it did not have any statutory 

premium liability at the time of the judgment. This

argument is easily disposed of because the premiums

referred to in the Stipulation and the Agreement clearly 

refer to the premiums due before Eastern was decided. App. 

at 232. 

IV. 

CONCLUSION 

In sum, Coltec made a binding agreement with the Fund 

when it signed the Agreement, the Escrow Agreement, and 

the Stipulation. The District Court found no basis in the 

Supreme Court's ruling in Eastern to allow Coltec to back 

out of its agreements, nor do we. Because Coltec failed to 

open and maintain the escrow account as represented to 

the court and to the Fund, Coltec does not deserve relief 

from the agreements it freely entered. 

For the reasons described herein, the order and the

judgment of the District Court are affirmed. 

 25 
A True Copy: 

Teste: 

 Clerk of the United States Court of Appeals 

 for the Third Circuit 

 26