OPINION & ORDER In an October 31, 2004 equity purchase agreement, Ingersoll Rand Company agreed to defend, indemnify, and hold Dresser-Rand Company harmless for “Asbestos Liabilities” arising prior to the agreement’s closing date. Dresser brought this suit asserting that those liabilities included asbestos-related workers’ compensation claims. Ingersoll contends the agreement covers only third-party product liability claims. The Court does not reach the merits of these arguments because it lacks subject matter jurisdiction. By stipulation of the parties, Dresser has dismissed with prejudice all claims related to past workers’ compensation claims. All it seeks now is a declaration pertaining to hypothetical claims that might arise in the future. The Court lacks power under Article III of the Constitution to issue an advisory opinion along these lines. It therefore grants Ingersoll’s motion for summary judgment, denies Dresser’s motion for summary judgment, and dismisses the declaratory judgment claim without prejudice. I. Background Dresser Industries, Inc., and Ingersoll Rand Corporation formed Dresser-Rand Companyas a joint venture in 1986. Defendants’ Response to Plaintiffs’ Rule 56.1 Statement (“First Plf. 56.1″), Dkt. No. 72, 1. In 2004, FRC Acquisitions purchased Ingersoll Rand Corporation’s interest in Dresser-Rand Company. Id. 8. Ingersoll Rand Corporation agreed in the equity purchase agreement “to indemnify, defend and hold the Buyers and their Affiliates…harmless from and in respect of and and all losses, claims, liabilities, damages, fines, penalties, costs…that they may incur arising out of, relating to, or due to any…Asbestos Liabilities….” Id. 10. The agreement defined “Asbestos Liabilities” as “to the extent related to the period prior to the Closing [October 31, 2004], (i) any claim…against Dresser-Rand Group…related to or arising from the sale or use of any Product containing asbestos, or (ii) any claim or litigation by any Person based on personal injury caused by the presence of asbestos containing material…at any location formerly owned, leased, or operated by the Dresser-Rand Group…at any location at which Dresser-Rand Group…has or is alleged to have disposed or arranged for the disposal of any actual or alleged asbestos containing material.” Declaration of Jonathan M. Pierce, Ex. B (“Equity Purchase Agreement”), Dkt. No. 69-1, at 75; see First Plf. 56.1 11. The parties dispute the bearing of two additional contracts on their liability for asbestos-related workers’ compensation claims. Under the organization agreement for Dresser-Rand Company, the company agreed to “assume liability for all workers’ compensation benefits to employees of the Acquired Businesses except for those workers’ compensation benefits for disabilities resulting from an accident or last exposure to occupational disease which occurred on or prior to the Closing Date [December 31, 1986].” First Plf. 56.1 3. The parties also executed an agreement regarding assumption of insurance obligations, effective October 29, 2004, which transferred to Dresser-Rand Company certain insurance policy obligations, including for workers’ compensation claims. Id.
17-18, 20-21. For the first time in May 2014, Dresser sent a letter to Ingersoll asserting that the equity purchase agreement required Ingersoll to defend, indemnify, and hold it harmless for asbestos-related workers’ compensation claims. Id.
