UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

┐ NISSAN NORTH AMERICA, INC., │ Plaintiff-Appellant, │ > No. 22-5469 │ v. │ │ CONTINENTAL AUTOMOTIVE SYSTEMS, INC., successor │ to Continental Teves, Inc., │ Defendant-Appellee. │ ┘

Appeal from the United States District Court for the Middle District of Tennessee at Nashville. No. 3:19-cv-00396—Aleta Arthur Trauger, District Judge.

Argued: December 12, 2023

Decided and Filed: February 6, 2024

Before: MOORE, CLAY, and NALBANDIAN, Circuit Judges.

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COUNSEL ARGUED: Eugene N. Bulso Jr., BULSO PLC, Brentwood, Tennessee, for Appellant. Herbert C. Donovan, BROOKS WILKINS SHARKEY & TURCO, Birmingham, Michigan, for Appellee. ON BRIEF: Eugene N. Bulso Jr., Paul J. Krog, BULSO PLC, Brentwood, Tennessee, for Appellant. Herbert C. Donovan, Jason D. Killips, Andrew B. Fromm, BROOKS WILKINS SHARKEY & TURCO, Birmingham, Michigan, for Appellee.

CLAY, J., delivered the opinion of the court in which MOORE and NALBANDIAN, JJ., joined. NALBANDIAN, J. (pp. 16–18), delivered a separate concurring opinion. No. 22-5469 Nissan N. Am., Inc. v. Continental Auto. Sys. Page 2

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OPINION _________________

CLAY, Circuit Judge. This is an indemnification action between Nissan, a car producer, and Continental, a brake parts supplier, for the amount of a jury award from a products liability case in California. After a car accident involving a Nissan vehicle, several plaintiffs brought an action alleging defects in the vehicle’s braking system against Nissan and Continental. After Continental settled and Nissan proceeded to trial, the jury determined that the design of the vehicle’s braking system caused harm to the plaintiffs. Accordingly, the jury returned a verdict in favor of the plaintiffs, awarding them $24 million in damages. During the litigation, Nissan incurred another $6 million in attorney fees and costs.

Following the California jury’s verdict, Nissan brought this action against Continental, seeking indemnification for the jury award and its attorney fees and costs based on a provision in the contract between the parties. Both Nissan and Continental moved for summary judgment. The district court granted Continental’s motion for summary judgment in full. Nissan appeals that ruling. For the reasons set forth below, we AFFIRM the district court’s order granting summary judgment to Continental.

BACKGROUND A. The California Case

On August 29, 2012, Solomon Mathenge was driving his 2004 Infiniti QX56 in California when he struck another vehicle in an intersection, killing its three occupants. The decedents’ surviving relatives filed several lawsuits, which were ultimately consolidated into a single proceeding (“the California Case”). The California Case involved products liability claims against both Nissan, which designed and produced the vehicle, and Continental, which supplied relevant parts of the braking system. Before trial, Continental, but not Nissan, settle