ML20072H818
| ML20072H818 | |
| Person / Time | |
|---|---|
| Site: | Crane  |
| Issue date: | 07/21/1981 |
| From: | Joshua Wilson GENERAL PUBLIC UTILITIES CORP. |
| To: | |
| References | |
| TASK-10, TASK-GB NUDOCS 8306290759 | |
| Download: ML20072H818 (152) | |
Text
.
jenn UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
______________________________________________x
,e GENERAL PUBLIC UTILITIES CORPORATION, JERSEY CENTRAL POWER & LIGHT COMPANY, METROPOLITAN EDISON COMPANY and PENNSYLVANIA ELECTRIC COMPANY, a
Plaintiffs,
-against-
_THE BABCOCK & WILCOX COMPANY and J.
RAY McDERMOTT & CO.,
INC.,
Defendants.
- _____________________________________________x Deposition of JOHN WILSON taken by the Defendants pursuant to Stipulation, at the offices of Davis, Polk &
Wardwell, Esgs., One Chase Manhattan Plaza, I
New York, New York, on July 21, 1981 at 9:45 o'c1cck a.m.,
before Robert Capuzelo, a Shorthand Reporter and Notary Public within and for the State of New York.
DOYLE REPORTING. INC.
CERTIFIED STENoTYPE REPORTERS
{
369 LE xlN GTO N AVENUE WALTER SHAPIRO, C.S.R.
NEW Yon x, N.Y.
10o17 CH ARLES SH APIRO,' C.S.R.
TELE PHO N E 212 - 867 8220 8306290759 810721 PDR ADOCK 05000289 y
1 l
(V UNITED STATES DISTRICT COURT i
I SOUTHERN DISTRICT OF NEW YORK
_________________________________________x
']
GENERAL PUBLIC UTILITIES CORPORATION, JERSEY CENTRAL POWER & LIGHT COMPANY, METROPOLITAN EDISON COMPANY and PENNSYLVANIA ELECTRIC COMPANY, Plaintiffs,
- 80 Civ. 16 fl3 (RO)
-against-
- AFFIDAVIT, THE BABCOCK & WILCOX COMPANY and J. RAY McDERMOTT & CO.,
INC.,
Defendants.
, _________________________________________x l
STATE OF PENNSYLVANIA)
- ss.:
COUNTY OF DAUPHIN
)
(
)
I have read the transcript of my deposition taken on
~
' July 21, 1981 and together with the attached corrections, it i
! is accurate to the best of my knowledge and belief.
f*f&!
/
/ John F.
Wilson Signed and sworn to before me this
/
4/
day of December, 1981.
3 v
I
, s Y
&/
Notary /.dublic l
CATHY L BREY. ?:ota.y Public Lencenderry Tw3., cau;Nn Cou,ty. Pa.
My Commissica Empires Oct. 24,1933 i
l l
f f
i it i
/
1
'_,/
Corrections to Deposition of John F. Wilson July 21, 1981 Page Line Correction
- 1
" John P. Wilson" should read
" John F. Wilson"
'~
5 2
"Burkes" should read "Berks" 6
- 18 "Neidic" should read "Neidig"
~
6 23 "Neidic" should read "Neidig" 11 9
," policy" should read " pole" Il 18 "responbilities" should read
" responsibilities" 12 12 "Med Ed" should read " Met Ed"
~N 12 17.
" direction" should read " distribution"
's,)
14 8
"McConoughey" should read "McConaghy" 14 10
" relieved" should read " relied upon" 14 2d "McConoughey" should read "McConaghy" 15 4
"McConoughey" should read "McConaghy" i
l l
l 15 23
" Fox" should read "Potts" 16 10 "architecht engineer" should read "architecht/ engineer" t
17 24
" System" should read " system" l
20 11
" Fox" should read "Potts" 21 3
"Muir" should read "Meer" 21 8
"Beauman" should read " Bowman"
- Unless otherwise stated, each correction is being made to correct errors in typing or hearing by the reporter.
Page Line Correction 24 24 "Wirtz" should read "Werts"
(
O 25 2
"Wirtz's" should read "Werts'"
25 18 "Wirtz" should read "Werts"
)
26 3
"Med Ed" should read " Met Ed" 27 6
" insureds" should read " insured's" 27 9
"Garrity" should read "Gerety" 28 1
" coverage." should read " coverage?"
29
-17 "Med Ed" should read " Met Ed" 29 21 "Med Ed" should read " Met Ed" 31 19 "MI-1" should read "TMI-1" 31 20 "the MI-2" should read "TMI-2".
35 9
In order to make my answer correct,
" banker" should read " teacher".
(~',
36 9
"the MI" should read "TMI" m;
38 3
" Bleaker" should read "Blecher" 38 4
" Bleaker" should read "Blecher" 38 5.,
"Gurein" should read "Guerin" 39 22 After " relates to" delete "the".
39 23 "MI-1" should read "TMI-1" 42 9
The answer provided is predicated on the following correction to this question:
" resumed" should read " assumed".
43 17
" purpose" should read " procurement"
,.)
45 5
"am jur" should read "Am. Jur."
45 5
" architect, engineering" should read
" architect / engineering 45 8
"Special nuclear conditions of sale" should read "Special Nuclear Conditions of Sale"
~
45 10 "of" should read "or" Page Line Correction
/-
49 6
"or the property site" should read "or the property on site" 49 7-8
" owner's property site" should read " owner's property on site"
')
49 14
" policy property" should read
" property policy" 49 17 "tention" should read " intention" 50 13 "what property" should read "that property" 50 16 "in indemnity" should read "in an indemnity" 52 8
" control" should read " controlled" 53 2
" include" should read " included" 53 5
" covered" should read " covered;"
53 16 "NAERP" should read "MAERP" 53 19 "I believe NELIA" should read
~
"I believe NEL-PIA" v
53 21 "they" should read "there" 55 7
"they" should read "there" 56 4
" Exhibit" should read "Section" 61 24 "BPU" should read "GPU" 67 6
" printed boiler maintenance" should read " printed boilerplate" 69 11
" drawing" should read " drawings" 71 12 "Exhibig" should read " Exhibit" 72 10 The answer given is incorrect.
It should be " Electric Power Research Institute".
73 8
" consent.
The" should read
" consent, the" 74 18
" Millin" should read "Mullin"
B Page Line Correction I )
75 16 "227" should read "217" 79 17 "scribner" should read " scrivener" 84 15
" attachment" should read " attached" 85 15 "228" should read "218" 86 3
"228" should read "218" 103 12 In order to clarify the answer, the following change should be made:
" requested any property" should read
" requested clarification on the meaning of the words 'any property'."
103 17 "What is" should read "Was it" 105 18 "Guerun" should read "Guerin" 116 6
" government or body" should read
" governmental body" 116 22 "Any" should read "A"
(
)
119 17-
"its" should read "it's" v
120 19 "punative" should read " punitive" 120 21 "punative" should read " punitive" 121 7'
"punative" should read " punitive" 121 9
"punative" should read " punitive" 122 9,
The answer may stand if question 11-12 which is transcribed is changed as follows:
"in granted at the Price Anderson" should read "is granted at the time Price Anderson" and, " coming or
-}
possible repeal by Price Anderson" should read " Congress or possible repeal of Price Anderson".
126 10 "1976" should read "1975" 127 7
"1976" should read "1975" 127 10 "a 4-61" should read "A4-61" 127 15 "1976" should read "1975" Page Line Correction 129 11 "H.
G. Miller to Mr. Hetrick"
(
)
should read "J.
G.
Miller from
\\ '
Mr. Hetrick" 129 14
" recollection" should read " recollect"
'}
139 10 "1976" should read "1975" 139 14-15 The answer provided is predicated on the following correction to this question where a word was apparently missed in transcription:
"you imply" should read "it implies" and "a contract" should read "a good contract".
144 Ex. 220 "1976" should read "1978" 144 Ex. 224 "1976" should read "1975" 145 Ex. 225 "1976" should read "1975" 145 Ex. 226 "Mr.
Huerin" should read "Mr.
Guerin" 145 Ex. 227 "H.
G. Miller to Mr. Hetrick" should read "J.
G. Miller from
/
1 Mr. Hetrick" Q'
I i
l l
i a
1 2
r 2
Appe arance s :
O U
3 KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, ESQS.
Attorneys for Plaintiffs 4
425 Park Avenue New York, New York BY:
DAVID KLINGSBERG, ESQ.,
6
-and-PATRICIA HENNESSEY, ESQ.,
7 of Counsel 8
9 DAVIS, POLK & WARDWELL, ESQS.
Attorneys for Defendants 10 One Chase Manhattan Plaza New York, New York 11 BY:
ROBERT F.
- WISE, JR.,
ESQ.,
12
-and-RICHARD PU, ESQ.,
13 of Counsel p
V 14 15 16 000 1
17 18 19 IT IS HEREBY STIPULATED AND AGREED l
20 by and among the attorneys for the 21 respective parties hereto that the sealing, 22 filing and certification of the within 23 deposition be, and the same hereby arc, l
24 waived; that the transcript may be signed 25 before any Notary Public with the same force i
1 3
2 and effect as if signed before the Court.
3 IT IS FURTHER STIPULATED AND AGREED 4
that all objections, except as to the form
)
5 of the question, are reserved to the time 6
of trial.
7 i
8 g
o00 i
10 11 12 J OHN F.
WI LS O N, having been first 13 duly sworn by Robert Capuzelo, a Notary
/~N
( )
14 Public within and for the State of New 1
15 York, was examined and testified as follows:
16 EXAMINATION BY i
17 MR. WISE:
1 18 Q
What is your name and address?
19 A
John F. Wilson, 2106 Rosewood Court, 20 Wyomissing, Pennsylvania, 19610.
21 Q
What is your current business address, 22 Mr. Wilson?
23 A
1200 17th Street Northwest, Washington, D.C.,
24 20036.
3 25 Q
Do you maintain any other offices at b
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..n..
1 t!ilocn 4
i 2
present?
/G k-)
3 A
Yes.
4 Q
What offices are those?
)
5 A
An office at Three Mile Island Nuclear 6
Station, Middletown, Pennsylvania, 17057.
7 MR. WISE:
I would like to have marked i
8 as Defendants' Exhibit 213 a copy of a 9
resume that has been provided to us by Mr.
Ib Wilson's counsel this morning.
11 (Copy of resume was marked Defendants' 12 Exhibit 213 for identification, as of this 13 date.)
14 Q
Mr. Wilson, does Defendants ' Exhibit 213 l
15 accurately reflect your education and business 16 history as of today?
i 17 A
It does.
18 Q
I take it the notation at the bottom 19 concerning admission to the Supreme Court of 20 Pennsylvania is equivalent to your admission to the 21 Bar for the first time.
22 A
The first time to a state Bar, yes.
23 Q
What other Bars besides the Bar of the 24 State of Pennsylvania and District Court have you rs 25 been admitted to?
1 t
(
1 Wilcon 5
4 5
Seds 2
A Burkes County Pennsylvania Bar.
3 Q
when were you admitted there?
4 A
1967.
)
5 g
was that before being admitted to the 6
supreme Court in Pennsylvania?
7 A
That's correct.
Pennsylvania had -- did not 8
have statewide practice when I was admitted.
9 Q
Are you presently admitted to the 10 courts of any state aside from Pennsylvania?
11 A
No.
12 Q
The first item on your business history 13 indicates you were associated with the firm of O(_)
14 Stevens and Lee.
15 What type of practice did that firm
.16 have?
a 17 A
It was a general practice of law with the.
18 exception that it did no criminal work.
19 Q
Where were they located?
20 A
Reading, Pennsylvania, 21 Q
Your resume indicates that you joined s
22 Metropolitan Edison Company as an attorney on 23 May 20, 1968.
24 What was your job function as of the 25 time you joined Metropolitan Edison?
1 Wilson 6
't 2
A An attorney.
What sorts of things did you do ?
'( Q 3
4 A '
Again I would, equate it to a general practice
)
5 of raw in a corporate area.
t 6
Q Did you have any title other than 7
a tto rney'?
i 8
A While at Metropolitan Edison Company?
s Q
When you first went with them in May 9
3 10 of
'68.
s 11 A
No, I didn't.
T 12 Q
For whom did you work at that time?
13 A-George Hill, Esquire.
ts s,
14 Q
What title did Mr. Hill have?
15 A
Staff counsel.
16 Q
Do you know who Mr. Hill reported to?
i 17 A
The President.
18 Q
Was Mr. Neidi thC President of i
l l
l 19 Metropolitan Edison at that time?
20 A
No.
i 21 Q
Who was the President?
22 A
Frederick Cox.
r' 23 Q
Was Mr.
eidic still with Metropol?. tan
\\
24 Edison at the time you joined the company in May 25 of,'687 i
\\
. n..--
1 Wilson 7
A Yes.
2 3
Q What position did he hold at that time?
A I don't recall at that time what position he 4
)
held.
5 6
Q Did he hold a position superior to Mr. Cox?
7 g
A No.
9 Q
For how long did you continue as an 10 attorney working for Mr. Hill?
i
,A Until Mr. Hill's retirement.
gg 12 Q
When was that?
13 recall specifically.
It was maybe A
I don't 18 months.
14 15 Q
That would make.it roughly the fall of 19697 16 i
A I don't recall specifically.
17 18 Q
I just want your best recollection.
Your best recollection is that Mr. Hill retired gg 20 appr ximately, or left approximately 18 months 21 after you joined Met Ed; is that correct?
)
i A
That's correct.
22 23 Q
And y u j ined in May f
'68.
Your best recollection would be that it was sometime 24 25 in the fall of 1969 that Mr. Hill left?
v
~..
i Wiloon 8
A Yes.
2 Q
Who replaced him?
3 A
Robert B.
Heist, Esquire.
4 5
Q Did you continue to work for Mr. Heist
]
after he replaced Mr. Hill?
6 A
Yes.
7 8
Q For how long did you work for Mr.
-Heist?
g A'
Until August 31, 1980, 10 a
Q Going back to the time that you joined 11 12 Met Ed in May of 1968, how many other attorneys 13 besides yourself were there that worked for Mr.
Hill?
14 A
0"**
15 16 Q
What was his name?
)
A Robert B.
Heist, Esquire.
17 18 Q
Going through August of 1980, did 19 Metropolitan Edison employ any other attorneys in the staff counsel's office besides Mr. Hill, Mr.
20 Heist and yourself?
21 A
Yes.
22 23 Q
will y u tell us who they were and 24 aPProximately what time periods they were employed 25 by Met Ed?
-1 Wilson' 9
t 2
A I don't recall the time periods, but s_)
chronologically, it was Parthenia Fields, Esquire, 3
i j
4 John Mazella, Esquire, Walter Boquist, Esquire.
)
5 Q
Were there any others that you can 6
recall at this time?
l 7
A No.
No, there were no others.
8 Q
Can you give us any approximation of when Ms. Fields was with Met Ed?
9 10 A
I don't recall.
11 Q
Is she still with Met Ed?
12 A
No, she is not.
1 13 Q
Do you know approximately when she 14 left?
15 A
No.
16 Q
Has she left within the last year?
1 17 A
It probably would have been in the mid ' 7. 0 ' s.
I 18 Q
Was Ms. Fields there when Mr. Hill 19 retired?
20 A
No.
21 Q
APProximately how long after Mr. Hill 22 retired was Ms. Fields hired?
23 A
Say around
'73,
'74.
24 Q
Do you know when Mr. Mazella was hired?
i
("%
25 A
No, but he followed in short order, Ms. Fields.
d
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1 Wilson 10 2
Q It has been testified that Mr. Mazella b)
(,
3 came in 1976.
I was just trying to use that.as 4
a way of trying to help you to place this in time.
')
5 Would that correspond with your 6
recollection, Mr. Mazella being hired sometime in 7
1976?
8
~ A Say the approximate period.
9
}
Q How about Mr. Boquist?
10 A~
I believe he came in '77 or
'78.
Q Going back to the time that you joined 11
+
12 Met Ed in 1968, could you describe in more detail 13 your duties and responsibilities as an attorney O(f 14 at~ Met Ed?
15 A
To'give counsel to management in diverse matters, 16 to draft contracts, to review contracts, to i
17 handle real property settlements, to make 18 regulatory filings and appear before administrative 19 bodies.
20 Q
Did you do any litigation?
21 A
No.
22 Q
Were there any particular types of 23 contracts which were your responsibility?
24 A
Solely my responsibility?
25 Q
No.
Any particular type of contracts
(")%
's..
1 Wilson 11 9
2 that were your responsibility, perhaps shared with
(~).
\\~/ ~
3 others.
4 A
We reviewed contracts on real property from
)
5 agreements of sale, deeds, options, easements, 6
licenses and consents; dealt with joint-use 7
contracts which were contracts between other 8
_ utilities and Metropolitan Edison Company such as yo\\c 9
occupancies, policy attachment contracts,
. railroad 10 contracts for rendition of electric service to 11 major power customers.
12 That's all I can recall.
13 Q
Did you have any responsibility for
)
14 contracts with vendors who were supplying goods 15 or services to Metropolitan Edison?
i 16 A.
During what period of time?
17 Q
1968 until such time as your 18 responbilities changed.
19 A
I dont understand what you mean by until my 20 responsibililities changed.
21 Q
During the period 1968 through 1980, s) i 22 did your duties and responsibilities at Met Ed 23 evolve and change?
' 24 A
I still functioned as an attorney throughout i
25 the whole period despite a change in classification x
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-1 Wilcon 12 to assistant staff counsel.
In the mid
'70's 2
f'h-.
()
we started to review contracts with vendors.
3 4
Q When you say the mid ' 70's, can you
- )
be more precise?
5 6
A I believe it was 1975 when the policy 7
and procedure on levels of signature authority 8
~ went into effect.
g Q
Prior to 1975, had you had any 10 responsibility, sole or shared, for reviewing it contracts between Met Ed and suppliers of goods or 12 services to Med Ed?
13 A
I can only recall one instance in that
[ )D 14 period prior to that.
I'm sorry, two instances.
15 one was with respect to purchase of 16 coal, and the other was with respect to a comparison h
MisEdubdo of warranties on direction transformers.
17 18 Q
Was there anyone else in the staff f
counsel's office before 1975 who had responsibility 19 fr reviewing c ntra ts for the supply of goods or 20 services to Met Ed?
21 A
It would have been everyone's responsibility 22 in the Legal Department to review those contracts 23 if they were -- if we were requested to review 24 3
25 them.
Whether or not such requests were made of
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1 Wilson 13 2
others, I don't know.
3 Q
Y u have no knowledge as to whether 4
anyone in the staff counsel's office was doing
')
5 that on a regular basis?
6 A
To my knowledge, no one was doing it on a 7
regular basis prior to 1975 in our office.
8 Q
Was there a name or title for the 9
department which Mr. Hill headed as staff counsel?
t 10
~A' The Legal Department.
11 Q
What was the relationship of the 12 Legal Department to the Corporate Secretary's l
13 office, if any?
1
[v) l g4 A
At what period of time?
l 15 Q
Let's begin with 1968 and perhaps you 16 can tell us how it changed up through 1980, 1
17 A
There was no reporting relationship with 18 the Secretary's Department although we physically 19 shared the same wing of the building.
I'm not i
20 sure of the year, but Robert B.
Heist, Esquire, 21 was appointed Secretary of the company and I beileve 22 in around 1973.
And while he shared the dual 23 responsibility of Secretary and staff counsel, l
l 24 the Legal Department did not report to the t
25 Secretary 's Department or have any real relationship 3
\\_/
1 Wilson 14 2
to it other than to share a common superior.
(~N k-3 Q
In 1968, to your knowledge, did 4
Metropolitan Edison have regular outside counsel?
)
5 A
Yes.
6 Q
What firm did Metropolitan Edison 7
use, or firms?
8 A
In 1968 they used Ryan, Russell & McConoughey 9
in connection with rate matters and some general vfd%hJ g
10 corporate matters.
They further relieved Berlack, 11 Israels & Liberman.
12 Q
Is that the firm in New York?
13
'A That's correct.
O(_/
~~
14 Q
For what types of matters was Berlack, 15 Israels & Liberman used?
16 A.
In 1968 I was not familiar with what types 17 of services, just that they provided services.
18 Q
Going forward from 1968 through 1980, 19 did Met Ed change in its relationship with outside 20 counsel?
21 A
Those particular counsel?
22 Q
Let's start with - those two and perhaps 23 we can discuss others.
24 A
With respect to Ryan, Russell & McConoughey, rg 25 the relationship generally. remained the same except Nj'
1
' Wilson 15 2
the Met Ed in-house counsel took over a portion f'
(_)%
3 of previous responsibilities of Ryan, Russell &
4 McConoughey in representing the company before
')
5 the Pennsylvania Public Utilities Commission.
6 with respect to Berlack, Israels, since 7
I was unfamiliar with what they did in 1968,
'~
8 I'm uncertain as to whether or not that relationship 1
9 changed.
10 Q
When you did become familiar with 11 what types of matters Berlack, Israels was handling, 12 what were they?
13 A
Securities and Exchange Commission work.
g
()
14 FERC work.
I'm uncertain as to what other activities 15 they handled.
16 Q
Did Metropolitan Edison, during the i
17 period 1968 through 1980, use any outside 18 counsel with respect to reviewing, negotiating 19 or working on contracts to be entered into by 20 Met Ed?
21 A
I'm now aware that Metropolitan Edison 22 Company utilized the services of Shaw, Pittman, 23 Fox & Trowbridge with respect to certain nuclear
~
24 contracts.
25 In addition, where Met Ed was represented
(
1 Wilson 16 2
by an agent in acquisition, they were represented 3
by Berlack, Israels for contracts.
4 Q
I don't understand that last answer.
')
5 What do you mean where Met Ed was represented by 6
an agent in an acquisition?
What type of 7
transaction are you referring to?
'~
8 A
Procurement activities.
9 Q
You say represented by an agent.
Do 10 you mean such as an architect engineer or something?
I 11 A
No.
i 12 Q
Could you describe what you mean by 13 an. agent?
(
14 A'
General Public Utilities Service Corporation.
I 15 Q
You mentioned the Shaw, Pittman firm.
l l
16 Do you know what contracts specifically that firm I
17 assisted with?
18 A
Within the last two years, I became aware 19 they assisted in the NSES contract with respect to I
20 Babcock & Wilcox.
21 Q
Do you know whether they participated 22 in any contracts other than the NSSS agreements?
23 A
I have no knowledge.
24 Q
Did you ever deal with Shaw, Pittman?
25 A
Yes.
Im U) y v-- - - -
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v
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v F
1 Wilson 17 9
2 Q
During the last two years?
O, A
res.
s_
3 4
Q That has all been since the accident?
A Prior to the accident, I had on one or two
')
5 6
occasions talked to Fox Trowbridge.
My recollection is it was concerning regulatory matters affecting 7
8
nuclear power plants.
9 Q
Your resume indicates that at the end 10 of August, 1980, you left Met Ed and joined it Debevoise & Liberman as of September 1,
1980.
12 Is Debevoise &'Liberman affiliated in 13 some way with Berlack, Israels & Liberman?
14 A
Attorney James Liberman is a senior partner 15 of both firms.
16 Q
What is the relationship between Debevoise &
i 17 Liberman on the one hand and Berlack, Israels &
18 Liberman on the other, aside from the fact that they 19 are both firms in which Mr. Liberman is a partner?
A I'm not aware of any other relationship.
20 21 Q
Does Debevoise & Liberman represent 22 Metropolitan Edison or General Public Utilities?
l 23 A
They represent both Metropolitan Edison Company 24 and General Public Utilities System.
25 Q
Since September, 1980, have you, while l (-
.,.._r-
1 Wilson 18 at Debevoise & Liberman, performed any legal work 2
,o Q) for Metropolitan Edison or G9U?
3 A
I have performed work for Metropolitan Edison 4
)
5 Company.
6 Q
In fact, as you testified earlier, I 7
believe you have an office at Three Mile Island; g
' ~ is that correct?
A That's correct.
9 10 Q
Are you presently working for any it other clients aside from Metropolitan Edison?
12 A
Yes.
13 Q
Can you give us some idea of approximately r"
- N V
14 how much of your time between September of 1980 j
15 and today has been spent working on Met Ed matters?
16 A
Ninety-five percent.
I 17 Q
What has been your area of work for l
l 18 Met Ed during the period September 1980 to date?
Assuming he can answer 20 that generally without revealing legal advice 21 which might be privileged.
22 A
Dealing with administrative bodies, advising 23 management on legal matters, interfacing in the 24 various litigations that Metropolitan Edison Company 95 is involved in and real estate matters, review of (1)
~
l l
1 Wilson 19 2
]
-2 certain procurement contracts.
That is essentially 3
it.
4 Q
Have you had any responsibility for
)
5 insurance'with respect to the accident?
6 A
At what period of time?
7 Q
At any time from the date of the 8
accident, which was March 28, 1979, up to today.
I
~
-9
_A Yes.
10 Q
What has been your responsibility 11 with respect to insurance?
12 A
Immediately following the accident, I 4
13 interfaced with representatives of the carriers in 14 ths creation of their Harrisburg office to provide R
15 evacuation expenses,and up until June 1st of 1979, l-16 I participated in giving advice to management and 1
17 dealing with brokers and carriers regarding both 18 the property policy and the public liability policy.
19 Q
Have you done anything with respect ;o 20 insurance since June 1,
1979?
21 A
In the area of worker's compensation, I have, 22 and to a very small degree, with respect to both 23 property damage and public liability.
I 24 Q
Did something happen on June 1,
1979 I
25 to change the extent of your responsibility with s
I
~~c
~n
-.-e,-n,--.,.,---_,..,,,---,--,-,---
1 Wilcon 20 2
respect to insurance matters?
Ob A
Y e s'.
3 4
Q What happened?
)
5 A
I was assigned on a full-time basis to Three 6
Mile Island to assist Ernest Blake, Jr.,
- Esquire, 7
in responding to the various investigations into 8
the accident.
At that time Mr. Robert Heist relieved 9
me of my responsibilities with respect to insurance.
10 Q
Who is Mr. Blake?
fcN 11 A
He is an attorney with Shaw, Pittman, Fox &
12 Trowbridge.
13 Q
Did you ever have any discussions with 1 r) t 14 the carriers for the property, nuclear property 15 damage policy concerning the terms and conditions i
16 under which they would pay out under the policy?
a l
17 A
Yes.
18 Q
When did those discussions take place?
i 19 A
I recall specifically meeting with them on i
20 Good Friday in 1979 and I believe a meeting several l
21 days subsequent to that.
22 Q
Who did you meet with?
23 A
I don't recall the representatives of the 24 carriers.
25 Q
Who else besides yourself represented I
1 Wilson 21 2
Met Ed?
((_/
3 A
Robert Heist, Esquire, Jesse al of 4
Berlack, Israels & Liberman, Esgs. and members of
)
5 the brokerage firm of Marsh & McLennan.
6 Q
Do you know who at Marsh & McLennan 7
was involved?
8 A
Phillip Brown, Chuck Beauman.
There are
/
9 several others there but I don't recall their names.
10 Q
How many representatives did the insurance e
11
. company have there?
12 A
I believe around five or six.
13 Q
You don 't recall the names of any of
("h (j
14 them?
15 A
No, I don't.
16 Q
What was the substance of your i
17 conversations on those two occasions?
18 A
To effectuate a prompt payout for property 19 loss.
20 Q
Do you know Mr. Steve Cozen?
21 A
Yes.
22 Q
Who is he?
23 A
My recollection is he is an attorney from 24 Philadelphia who represented -- and perhaps still
/
25 does -- the property insurers.
(.
1 Wilson 22 2
Q Was he present at these meetings?
A No.
3 4
Q Did you have any meetings with carriers
')
prior to the Good Friday, 1979 and the second 5
6 meeting several days subsequent to that?
A I don't recall any other meetings with carriers.
7 g
.Q At those two meetings, was there any
~ discussion as to whether the accident at Three 9
10 Mile Island was an incident or an occurrence that was covered under the property policy?
11 12 A
There was a discussion that assumed that-13 coverage would respond.
I don't recall whether or
()
not it was an issue as to whether or not the 14 first threshold of coverage being applicable, was 15 involved.
16 i
17 Q
Was it Met Ed's position at that 18 meeting that the policy was applicable to the 19 incident?
A That's correct.
20 4
21 Q
What, if anything, did any of the 22 representatives of the insurance carrier have to 23 say at those meetings?
What was on their minds at least as far as they expressed it to you?
24 r'}
25 A
Proof of loss.
L'
.w-4.
-,.--e., _.,...
,,,,-.--,m---s--
r-.----,,w--,,.
,--s.--,,..,_.---.c
. ~ -. -,
r
-c-,.
c r-,
1 Wilson 23 2
Q What was discussed with respect to O
Tj 3
proofs of loss?
s 4
A As I recall, under the policy, payout could
)
5 only be achieved after filing a proof of loss after 6
all damage was identified.
7 We took the position that it was
'~
8 inappropriate to wait until all damages could be 9
]identifiedbeforewe could actually file our proof 10 of loss form.
Additionally, based upon known 11 information at that point 1n time, the insurance 12 company could take notice as to actual loss and pay out 13 a percentage of the values of the loss, (m_)
14 Q
Was there any discussion of the types 15 of loss that were covered by the policy?
I am 16 speaking now specifically of the property damage i
17 policy.
18 A
The only discussion I recall was with regard l
19 to engineering expenses as really getting some sort 20 of cursory mention at the meeting.
21 Q
What was said about engineering services?
)
J 22 A
I can't recall the specific language of the 23 insurance contract, but I believe it was excluded 24 from coverage.
25 g
was any agreement ever reached between
(-}
(/
1 Wilson 24 2
Met Ed and the carriers with respect to the coverage 3
or non-coverage of engineering services, so far as 4
you know?
)
5 A
I have no knowledge if an agreement was 6
reached.
7 Q
Was there any discussion of the expenses
~
S of decontamination and the extent to which they 9
may be covered or not covered under the property 10 d'amage policy?
11
'A The only discussion I recall is the second 12 meeting and that related to setting up accounts 13 to. capture various cost components by category as 14 they relate to coverage under the policy.
15 g
What was said about decontamination in 16 connection with that?
i 17 A
Set up an account for it.
18 Q
Who at Met Ed was responsible at that 19 time for setting up such accounts and keeping track 20 of-the amounts being claimed against the carriers 21 and the amounts that the carriers were to pay out?
l 22 A
So far as setting up the accounts and 23 tracking those, it would have been the Comptroller, Om 24 Raymond,Wirtz', deceased, and the tracing of payout 25 would have been Robert B.
Heist, Esquire.
O
1 Wilson 25 2
Q Who tcok Mr. Wirtz's place at least j
p/
3 with respect to these insurance matters?
s-4 A
I don't know.
')
5 Q
Who at Met Ed today is most familiar 6
Sith the current status of the insurance policy 7
from the purely money side of it, claims and payout?
- ~
8 A
I don't know.
9 Q
Do you know what department at Met Ed 10 is handling it?
11 A
I really don 't know.
12 Q
Do you know whether Mr. Heist is still 13 involved?
s
(
)
14 A -
It is my understanding in his capacity as v
15 Secretary, he is knowledgeable as to payout, but 16 it would be inconsistent with his background for i
17 him to be involved in the actual tracking of cost.
,e 5N 18 MR.KL ING S BERG :
I think Mr.'Wirtzjjust
'\\j 19 passed away a couple of weeks ago.
20 THE WITNESS:
Right.
21 Q
Do you know whether there have been 22 any discussions between Met Ed and the carrier on 23 the property damage policy concerning this lawsuit?
s 24 A
I have no knowledge of that.
25 Q
At any time have you heard of any i\\
l
- -, - -. ~..
1 Wilson 26 2
discussion or participated in any discussion
\\
(-)
between Med Ed and the insurance carrier with 3
4 respect to any possible recovery from Babcock &
)
5 Wilcox?
6 A
I have not.
7 Q
To your knowledge, has it ever been
~
8 discussed between Met Ed and the insurance carrier 9
whether B & W might be liable for some part or all 10 of the damages resulting from the accident?
11 A
I have no knowledge of any such discussions.
12 Q
Do you have any knowledge of any 13 discussions in which the question of whether B & W D(,)
14 was a named insured under the property damage 15 policy was discussed?
16 A.,.i Yes.
's 6
Q What discussions were those?
17 18 A
I believe as part of general discussions in 19 the mid to late 1970's regarding the definition l
20 of a named insured under I have my time sequence thinking of property policies.
21 wrong.
I am
}
s 22 I have no recollection.
23 Q
Do you have any knowledge of any t
24 discussions between Met Ed and the insurance carrier l
~T 25 concerning the subject of subrogation or waiver thereof?
(O
.1 Wilson 27 2
A Yes.
[(,,')
Q What discussions do you have knowledge 3
4 Of?
')
5 A
General discussions in the mid to late
'70's 6
regarding the insureds right to waive subrogation 7
under the policy.
8 Q
Who were the participants in the discussion?
-Q g
A Harry Garrity and I believe it's a representative m
/
10 of Frank B.
Hall.
Q Is that one of the carriers?
11 12 A
No.
Frank B.
Hall was, I believe, the broker 13 that handled nuclear policies prior to Marsh &
(]m e
14 McLennan.
15 Q
What was the substance of the discussion 16 on that subject?
1 17 A
I just recall the subject matter coming up 18 concerning the language in the insurance policy, 19 the insured's right to waive subrogation without 20 the consent of the carrier.
21 Q
Do you recall anything else about those 22 discussions?
23 A
No.
24 Q
Did you ever perform any analysis or f-}
25 review of the policy for the purpose of determining
\\,J
1 Wilson 28 e
2 the extent to which B & W was entitled to coverage.
O MR. KINGSBERG:
Just answer yes or no.
N' 3
A No.
4
)
5 Q
D you know if anyone else did?
6 A
No.
7 Q
D you know whether any written agreements
~
8 were ever reached between Met Ed and the insurance 9
carrier with respect to the accident?
10 A
No.
Q You never saw any written settlement?
11 12 A
No.
13 Q
After you came to Metropolitan Edison,
()
14 did you make any review of the existing contracts 15 between Met Ed and suppliers of goods or services?
16 A.
Yes.
i 17 Q
When did you do that?
18 A
There was a question regarding assignability 19 of contracts when Met Ed conveyed a portion of I
20 the interest in Three Mile Island to other members l
f the GPU system and we reviewed the contracts 21 22 for that one particular clause.
23 Q
Do you recall approximately when that 24 was?'
o5 A
Mid
'70's.
4 (a~h
~
1 Wilson 29 2
Additionally, our department and n
k-myself reviewed contracts regarding coal procurement 3
4 in around 1975.
)
5 Q
Putting aside the coal procurement 6
contracts, with respect to your review of contracts 7
regarding Three Mile Island, did you come across 8
'any contracts between Met Ed and B & W7 9
}A I don't recall specifically.
10 Q
When, to your knowledge, was the first 11 time that you ever saw a contract between Met Ed 12 and B & W7 13 A.
My recollection is that it would be after O)
(_
14 the institution of the levels of signature i
15 authority policy and procedure which would be
'75, 16
' 7,6.
1 17 Q
Within Med Ed and before 1975, do you 18 have any knowledge a's to whether there was any 19 system or procedure or policy or format by any 20 other description which had to be followed before 21 Met Ed, or a representative of Med Ed could enter 22 into a contract with an outside company f or goods 23 or services?
24 A
I'm personally not aware of any system, s
25 procedure or policy prior to the levels of l
l 9
y_
y
.,r, y
w
- e ce4-c--c--+--------------*-w---vr-a-t-'
+r-we---
- - + - -
-'*--*ew-
- ~"'*
W^
- ~
T
^ '" 9
1 Wilson 30 2
signature authority.
O)
Q Pri r to 1975, what was your knowledge
(_
3 as to who was authorized to sign contracts on 4
)
behalf of Met Ed?
5 6
A I had no knowledge.
7 Q
Prior to September 1975, was there g
- any system within Met Ed for collecting and g
storing and maintaining copies of contracts that 10 had been entered into on behalf of Met Ed?
11 JL The company was under certain record-retention 12 requirements.
Whether or not these applied specifically 13 to those types of contracts, I'm unaware.
/
14 Q
Have you at any time become aware of 15 any agreements between Met Ed and Babcock & Wilcox 16 prior to 1975, say, concerning training?
1 17 A
I was aware of contracts which related to 18 training with Babcock & Wilcox, but I don't recall 19 the time span.
20 Q
Have you ever heard of something called a master service agreement?
ni 22 A
Yes.
23 Q
When, to the best of your recollection, 24 did you first become aware of such an agreement?
25 A
I believe that's the first agreement that I
\\_]/
I
~.. -
- ~, _ _ - - _, - - -.. - - - - _ _ ~. _ _ -
1 Wilocn 31 became aware of with Babcock & Wilcox after the 2
/
\\
()
initiation of levels of signature authority, a '75 '76 3
time frame.
4
~)
5 Q
At the time you learned of that, did you become aware of any earlier agreements between Met 6
Ed and B & W for the provision of services in 7
g
- connection with Three Mile Island?
g Not that I recall.
A 10 Q
Have you ever seen a 1973 master services agreement between B & W and Met Ed?
gg 12 A
I don't know the date of the contract that I pecame familiar with.
Therefore, I don't recall.
13
()
Q Just to lay out a chronology for you g
and see if this helps place things in your mind, 15 I am not asking you to necessarily agree to disagree 16 1
with these dates, but I believe it has been 17 18 established there was a 1973 master services agreement gg relating to MI-1, a 1974 master services agreement relating to the MI-2, a 1975 long-term training 20 contract for both units and a 1977 expanded scope 21 master services agreement.
22 l
23 Again, without tying you to agreeing l
r disagreeing with my recitation, does that in any 24 i
25 way help you in fixing in your mind which agreements
('
t x
4
1 Wiloon 32 2
y u were aware of and which ones you may have participated in?
3 A
My awareness as to any particular agreement 4
~)
w uld have been by virtue the master service 5
6 agreement,would have been by virtue of tasks issued 7
against those agreements subsequent to the 8
~ institution of levels of signature authority policy 9
and procedure.
Without looking at a specific 10 instance of a task review, I can 't say for certain it which one I looked at and at what time frame.
12 MR. WISE:
Let me mark as Defendants' i
Exhibit 214 a copy of a master service 13 14 c ntract between B & W and Met Ed dated 15 March 27, 1975 and indicating on the first 16 page that it is effective as of September 16, 1
17 1974.
18 (copy of master service contract between 19 B & W and Met Ed dated March 27, 1975 was l
marked Defendants' Exhibit 214 for 20 21 identification, as of this date.)
22 Q
Let me ask you, Mr. Wilson, have you 23 ever seen Defendants' Exhibit 214 before?
A It 1 ks familiar.
24
,,s 25 Q
Do you know whose handwriting appears on w
1 l
l
1 Wileen 33 the front page of this exhibit?
2 s_/
A 3
4 Q
It is not yours?
)
A It could be.
I don't know.
5 6
Q Would you look at the signature page, 7
please.
8 Do you recognize the signature of the 9
}personwhosignedonbehalfofMetropolitanEdison?
10 A
Yes.
Q Whose signature is that?
gg 12 A
R.C.
Arnold.
13 Q
Do you recognize the signature of the 14 Person who signed as Secretary of Met Ed?
A Yes.
15 16 Q
Whose signature is that?
1 A
Robert B.
Heist.
17 18 Q
Do you know whether you participated in any way in the negotiation or review of this 19 20 agreement?
4 A
I don ' t recall participating in either 21 negotiation or review.
22 23 Q
Do you know whe ther anybody else in Mr. Heist's office did?
24 A
Not to my knowledge.
25 C
- 4..
i 4
n m
1 Wilcon 34 4
f 2
Q Do you know whether outside counsel
('N 3
was used with respect to the neg'otiation or review N
a 4
of thisDagreement?
Not\\tomyknowledge.
5 A
s 6
Q Do you know who negotiated'the agreement l
q.
~I 7
on behalf of Met Ed?
g
,6 8
A No.
1
)
9
}
Q Have you ever had-any discussions with 10 anyone concerning this agreement aside from whatever
't 11 preparation you may have had for this deposition?
('
12 A
I believe I have with respect to reviewing 13 tasks issued pu'rsuant to it.
,f 14 Q
What sorts of issues could have been i
\\
15 covered in discussions such as those?
Are you 16 talking about whether some particular task was C
17 covered under the scope of the agreement?
_s
's 18 A
That and, incorporation of this document 19 by referencesinto the task issued.
I sortsofthings\\[didyou 20 Q
What c6nsider s
N i3 21 at the time,that someone was pr'oposing to incorporate
)
'T e
_into some task?
s
',= Ehis agreement
. '/ 22 5
b, -
22 3
I would have been considering the. task and not 24 this agreement.
O 25 Q
Would you have been reviewing this V
~
s 4
4
1 Wiloon 35 2
agreement to determine its meaning and reached some f's(
3 nelusions as to the operation of its clauses?
A NC' 4
')
5 Q
Have you ever met a gentleman by the 6
name of Carl Schmidt?
A I have a f riend by that name.
7 8
Q Somebody who lives in Pennsylvania?
.m 1
-A And who is a b
) b F' g
10 Q
Did you ever meet anybody from B & W 11 named Carl Schmidt?
12 A
No.
13 Q
Did you ever meet anyone from B & W
()
g4 named Lew Taynton?
15 A
Not to my recollection.
16 Q
Have you ever met Grant Ward?
17 A
No.
l 13 Q
Have you ever met George McDaniel?
l 19 A
I never met him.
20 Q
Have you ever had a conversation with 21 any f those people on the telephone?
A McDaniel's name seems familiar.
22 23 Q
Do you have any recollection of the 24 substance of your conversations with Mr. McDaniel?
o-A If he is the individual I recall, it was with
~
.a l
i
^
1 Wilson 36 2
respect to a contract between B & W and EPRI.
3 Q
Do you recall any other discussions with 4
Mr. McDaniel or whoever you have in mind as Mr.
)
5 McDaniel, besides the EPRI negotiations?
6 A
No.
7 MR. WISE:
Let me mark as Defendants' 8
Exhibit 215 a copy of a long-term training 9
contract for the MI units 1 and 2 between Met 10 Ed and B & W.
The contract recites that it is 11 effective as of January 1,
1975.
12 (Copy of long-term training contract 13 was marked Defendants ' Exhibit 215 for 14 identification, as of this date.)
15 Q
Mr. Wilson, have you seen Defendants' 16 Exhibit 215 before?
i 17 A
Not as it appears before me.
l 18 Q
By that do you mean the fact that it i
i 19 has been microfilmed and appears rather poorly 20 reproduced, or do you mean the substance of the 21 document is different from the one that you have 22 seen before?
23 A
I mean I never saw one marked " confidential" 24 before.
25 Q
Would you turn to the last page of the O'
i l
1 Wilson 37 2
exhibit, please.
I am sorry, page 12 of the exhibit.
3 Actually it is not the last page.
It is the 4
signature page of the contract.
)
5 Do you recognize the signature of the 6
gentleman who executed this~ agreement on behalf of i
7 Met Ed?
8 A
It appears to be the signature of J.E.
Guerin.
9 Q
Do you know Mr. Guerin?
10 A
- Yes, i
Q Did you work with him on the 11 12 negotiations and review of a contract with B & W 13 to provide training services to Met Ed?
(
[4 A-I don't recall specifically working with 15 Mr. Guerin on that matter.
i 16 Q
Do you recall working with someone else i
17 at Met Ed?
i 18 A
Jim Seelinger.
19 Q
What was Mr. Seelinger's position at 20 the time?
21 A
My recollection is that he was the head of 22 training at Three Mile Island or involved in training.
~
23 Q
Do you recognize the signature of the 24 person who signed as a witness?
25 A
Yes.
O e
-,.-,y,-
,----,,,,,-,,n,c,~..,-.,,-,-r-
,.-.--.,,,wm,--e.-..,,,---,-,,,g-,,--,--r,
,,,-,,e,-
,,m---
w-,-o
--,m --n e--
1 Wilson 38 2
Q Whose signature is that?
A Miriam A.
Bleaker.
3 4
Q Who was Ms. Bleaker?
l )
A secretary to Mr. Gurein.
5 6
Q Have you ever met John Moutz of B & W?
A 7
Not to my knowledge.
8 Q
Have you ever had a telephone conversation with Mr. Moutz?
g 10 A~
I don't recall any.
Q Have you ever met Byron Nelson of B & W7 gg 12 A
Not to my recollection.
13 Q
Have you ever had a telephone conversation with Mr. Nelson?
14 A
I d n't recall any conversations with him.
15 16 Q
Have you ever met Jim Jones of B & W7 i
A His name is familiar, but I don't recall under 17 18 what circumstances I had occasion to become aware gg of his name.
20 Q
Do you know whether you ever met him face to face?
21 A
Not that I recall.
22 23 Q
Do you recall having any telephone conversations with Mr. Jones?
24 A
I believe I did have occasion to speak with him q
25 O
1 Wilson 39 2
n the phone.
(")A
\\-
Q Do you recall on what subject you spoke?
3 A
No.
4
')
5 Q
Do you have any recollection of the 6
substance of the conversation?
7 A
No.
~
g Q
Have you ever met John Lewis of B & W7 9
}A No.
10 Q
Do you recall any telephone conversations 11 with Mr. Lewis?
12 A
No.
13 MR. WISE:
Why don't we take our mid-
)
14 morning break at this point.
~~
15 (Recess taken) 16 MR. WISE:
Let me mark as Defendants' i
17 Exhibit 216 a copy of a master contract for i
l 18 engineering and technical services between 19 B & W and Met Ed which recites on the first 20 page that it is entered into as of October 1,
og 1973.
22 I believe the agreement relates to the 23 MI-1.
24 (Copy cif master contract for engineering (G~)
25 and technical services between B & W and Met l
1 Wilson 40 2
Ed was marked Defendants ' Exhibit 216 for 3
identification, as of this date.)
4 Q
Mr. Wilson, have you ever seen Defendants'
)
5 Exhibit 216 before?
6 A
Not as it presently appears before me.
7 Q
I don't understand that qualification.
8 Have you seen it in any form?
9 A
Yes.
10
~
Q In what form have you seen it?
11 JL It is stamped " confidential" on the first 12 Page.
13 Q
Is that the only variation from the 14 form that you have seen it in, and the fact that 15 this is a copy taken off of microfilm as opposed 16 to an actual original?
i a
17 A
It appears to be the only variation.
18 Q
Would you look at the last page which
(
19 contains the signatures?
Can you tell us who signed f
20 it?
Do you recognize the signature of the person 1
21 who signed on behalf of Met Ed?
22 A
Yes.
23 Q
Whose signature is that?
24 A
J.G.
Miller.
r-25 Q
Who was he in November of 1973?
N_)S 2
1 Wilcon 41 A
His title is shown on the document as 2
)
Vi e President of Metropolitan Edison Company.
3 4
Q Did you ever work with Mr. Miller in
)
5 the negotiation or review of a contract with B & W 6
for engineering and technical services?
7 A
No.
'~
8 Q
Do you recognize the signature of the 9
}personwho attested Mr. Miller's signature?
10 A
Yes.
11 Q
Whose signature is that?
12 A
R.B.
Heist.
4 13 Q
Mr. Heist, is he s till with Met Ed?
(~~T
(_)
14 A*
Yes.
15 Q
Did you ever have any discussions with 16 Mz. Hei.st concerning Defendants' Exhibit 216 or 1
17 Defendants' Exhibit 214 which was the other master 18 service contract?
19 A
Yes.
20 Q
What discussions did you have with Mr.
21 Heist concerning those contracts?
l 22 A
They would have been discussions concerning
(
(
23 tasks performed under the contracts.
I 24 Q
Did you ever discuss with Mr. Heist I
(~S 25 who at Met Ed had been responsible for negotiating N_)
l t.
1 Wiloon 42 2
and reviewing those contracts?
(V~~)
A No.
3 4
Q Do you have any knowledge, sitting here
)
5 today, as to who, within Met Ed, was responsible 6
for negotiating and reviewing those two contracts, 7
Exhibits 214 and 2167 8
A No.
9 Q
Do you know when Mr. Guerin resumed 10 his responsibilities as Manager of Purchasing?
11
'A My recollection is it was early 1970's.
12 Q
Do you have any knowledge as to whether 13 the Purchasing Department under Mr. Guerin had any 14 responsibility for the negotiation and reivew of 15 the two master services agreements, Exhibits 214 16 and 2167 i
17 A
I have no idea.
18 Q
You have never had any discussions with l
19 anyone concerning that?
l 20 A
No.
21 Q
Do you know whether anybody at Metropolitan 22 Edison ever prepared any standard form agreements 23 for use by Met Ed?
24 A
Ye8-t 25 Q
who did that?
}
1 Wilcon 43 2
A I did a substantial amount of it as well as w
-(~
ther members of the Legal Department.
3 4
Q The other members being Messrs. Heist,
)
5 Mazella, Boquist and Ms. Fields?
6 A
Right.
7 MR.KLINGSBERG Those are the other 8
members that worked on this project?
I do not 9
think that is clear.
10 THE WITNESS:
Those are the other 11 members of the Legal Department that prepared 12 standard agreements for use by Met Ed.
13 Q
What standard agreements did you prepare?
f)T Right of way easements, options to purchase
(_
14 A
15 real estate, joint-use agreements, leases, licenses, 16 consents, promissory notes, agreements for the y, b e, < s ~ e,4 17 Purpose of goods and services, construction contract.
18 Q
How about for consulting services?
19 A
Not that I recall.
20 Q
I would like to show you what has been i
21 previously marked as Defendants ' Exhibit 22 for 22 identification and I ask if you are familiar with 23 that exhibit.
24 A
I'm f amiliar with this document.
25 Q
Did you participate in its preparation?
{v']
1 Wilson 44 2
A Yes, I did, b
3 Q
What prompted you to prepare that 4
exhibit?
5 A
A need to have a contract prepared by the O
company rather than by others for its use.
7 Q
Did anyone speak to you about preparing 8
such a document?
O A
No.
10 g
Approximately when did you prepare 11 Exhibit 22?
1~9 A
In either 1977 or 1978.
In that time frame.
13 g
who else participated in the preparation
(
14 og that?
15 A
John Mazella, Esquire.
16 Q
Anyone else?
IY A
My recollection is that Robert Heist, Esquire 18 reviewed it and commented upon it.
19 Q
Do you recall anyone else who was 20 involved?
21 g
30, 22 g
Do you know whether that standard form 23 has ever been used by Met Ed?
24 A
I'm aware at least in part it has been used.
5 I don't know whether it has been used in its entirety.
1 Wilson 45 2
Q How did you go about preparing that (D
%)
"""*" ?
3 A
Reviewed contracts in the corporate files, 4
l}
')
- Vi***djam jur f rms, reviewed architect, engineering 5
6 standard contracts, together with some legal research.
7 Q
Would you take a look at that section 8
which is labeled "Special nuclear conditions of. sale."
g Did you participate in the drafting of 10 that section of article?
gy A
Yes.
12 Q
What was the source of your draft?
13 JL I believe I reviewed a set of special nuclear 14 conditions of sale which was proposed by a vendor 15 and consulted both the nuclear liability and property 16 insurance policies.
a
}7 Q
Do you know which vendor it was whose i
l 18 proposal you reviewed?
19 A
No.
20 Q
Did you maintain any file with respect 21 to your work in preparing Exhibit 22?
no A
I believe in the Legal Department at Metropolitan 23 Edison Company, there was a file on "Special Nuclear 24 Conditions Sale."
I don't recall whether or not T
25 that file contained any of the work effort.
{Q l
-- ~.
1 Wilson 46 2
Q Do you know what was in the file on 3
special nuclear conditions of sale?
4 A
No.
)
5 Q
Did you ever have occasion to look at 6
that file?
7 A
Yes.
I
~
8 Q
Do you know who opened the file?
9
]A I believe I instructed it to be opened.
10 Q
What was to be put in it?
11 A
To the best of my recollection, the completed 12 form.
I don't know what else specifically I intended 13 to. place in that file.
14 Q
When was the last time you saw the file?
15 A
About two weeks ago.
16 Q
What was your occasion for seeing it i
17 at that time?
18 A
In order to respond to the document request 19 in connection with this deposition, I gained permission 20 from Metropolitan Edison to review its legal files 21 for the period of my being there and I recall seeing 22 this file.
23 Q
Was the file turned over to Met Ed's 24 attorneys for consideration as to whether or not 25 it be produced in this lawsuit?
J
1 Wilson 47 2
A I believe it was.
/~N
~
3 Q
Did you do that personally?
4 A
Yes.
)
5 Q
How thick was the file at that time?
6 A
My recollection is it was rather a thin file.
7 I can't recall volume-wise.
8 Q
Do you remember any of its contents?
9
.A Only one part stands in my mind and that was 10 a letter I believe I wrote to Mr. Guerin 11
' dating at the time of one of the many name changes 12 of the nuclear insurance companies and explaining 13 what the acronyms were.
(~
14 Q
Is there anything else that you can 15 recall being in there?
16 A.
Attached to that letter was a revised set i
17 of the terms and conditions.
18 Q
As of the time you left Met Ed, was 19 the standard contract, Exhibit 22, together with 20 the special nuclear conditions of sale still in 21 uso at Met Ed?
22 A
To the best of my recollection, it was.
23 Q
Do you know whether it is in use today?
24 A
No.
(
25 Q
what was your reason for including
1 Wilson 48 2
special nuclear conditions of sale in the standard
\\~
contract?
3 4
A That is sort of a misleading question.
It is
')
5 not part of the standard contract.
I believe it 6
stands as an optional clause to the standard contract.
7 Q
What was your reason for drafting special 8
nuclear conditions of sale on behalf of Met Ed?
9 A
On occasion vendors would either propose
~
10 standard nuclear conditions of sale of their own 11 drafting or if they had none, request such conditions, 12 and to be responsive to that, I prepared it.
13 Q
Was it your understanding that insurance b)
(_
14 offered by NEL-PIA or MAELU or MAERP would cover 15 property owned by Met Ed on site in the event of a 16 nuclear accident?
i 17 A
Could we take that one part at a time?
I 18 want to try to remember which firm addresses which 19 issue.
20 Q
I am looking specifically at the clause l
l 21 numbered paragraph 3 on page 20071104 which is the 22 microfilm marked at the right-hand bottom of the 23 page in Exhibit 22.
1 l
24 A
It is my recollection that NEPIA and MAERP l
(~T 25 were the site policies, and MAELU was a liability V
I r
1 Wilcon 49 2
policy.
\\/
Again, I would have to consult those 3
4 individual policies to be certain.
To answer your
- ')
5 question, to the extent these relate to the site 6
policy or the property site, it was my understanding 7
that would respond to the loss of owner's property ej}
8 site.
9
}
Q Was it your intention in drafting that 10 clause that the contractor would gain the benefit 11
'of that insurance?
12 A
The intention in drafting this was that to the 13 extent insurance would respond and under the O) the right
(,
14 provisions of the policy property we had 15 to prejudice the carrier by waiving their right of 16 subrogation.
We would, in fact, waive subrogation.
i 17 Q
Was it your tention as well that up 18 to the extent of such coverage provided by the i
i 19 carrier, Met Ed would indemnify and hold harmless 20 the contractor against any claims for damages?
21 A
Could you repeat the question?
22 MR. WISE:
Could you read back the 23 question, please?
24 (Question road) 25 A
The intention was that to the extent the y
3
- ~
.,, ~
,m..-.-
mi
--y--
,y r-
.,---y-.
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i 1
Wilson 50 2
nuclear insurance responded, the owner would
\\
s/
3 indemnify and hold harmless the contractor.
4 Q
. Was it your understanding of that t
)
5 language in the section 3 that it would cover 6
Metropolitan' Edison' site property that might be 7
damaged in a nuclear incident?
t i
8 A
This does not relate directly to Met Ed 9
} property.
This constitutes an indemnification as
~
10 opposed to a waiver.
11 Q
could you explain what you mean?
12 A
There could be property damage to third 1
13 Parties as to what property that would be indemnified.
14 Q
What was your understanding of the term 15
" hold harmless"?
16 A.
That is language which appears in indemnity 1
k 17 and hold harmless clause for damage to property to i
18 third party.
19 Q
That would not apply to Met Ed-owned i
20 Property.
Is that your understanding?
21 A
It does not specifically include Met Ed 22 Property.
23 Q
I am just trying to get your understanding 24 now.
g-25 A
In the absence of a specific inclusion, my
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1 Wiloon 51 2
understanding would be that it would be excluded.
/~T
('I Q
When you say a specific i nclusion, you 3
4 mean someone specifying that on-site property
')
5 was included in the hold harmless?
6 A
That Met Ed would be waiving its right with 7
respect to its own property.
g Q
I am afraid I don't understand your 9
last answer.
10 With respect to the meaning as you 11
' understand it of hold harmless, is it ever the 12 case that that term, as you unders tand it, would 13 include property owned by the utility on site?
/~T
(,)
14 A -
My understanding is on one hand you have 15 indemnification and hold harmless which relates 16 to third party situations as opposed to a waiver i
17 which relates to first party.
18 Q
Have you ever used the term " hold 19 harmless" to refer to what you have just termed 20 to be first party property?
i 21 A
Not that I recall.
22 Q
In Section 3, the language reads, 23
" Limitation of liability-indemnity.
To the extent 24 that nuclear insurance is available from NEL-PIA,
~
25 MAELU, or MAERP, under no circumstances will the D
4 v
~
1 Wilson 52 2
contractor have any responsibility'or. liability for 3
any damage to property on or off site or for injury or death to any person, notwithstanding negligence 4
')
5 n the part of the contractor, its vendors and/or 6
subcontractors or otherwise, when such damage and/or 7
injury results directly or indirectly from nuclear
'^
8 reaction, radioactivity, contamination-control or 9
} uncontrolled."
10 With respect to that portion of Section 3 11 ithat I just read, was it your understanding that 12 Met Ed was waiving its right to recover for on-sight i
13
' property damage in the event of a nuclear accident?
-14 MR. KLINGSBERG: Since we only have one 15 Copy, maybe that question should be reread 16 and let the witness follow.
1 17 (Question read) 18 A
To the extent insurance would respond as to 19 that portion of damage to its property, yes.
20 Q
What led you to include that sentence 21 in your special nuclear conditions of sale?
22 A
The intention was that the company would not 23 put at risk any dollars in the event of a loss.
24 And since the insurance would respond and we could 25 waive the right of subrogation under the property
1 Wilcon 53 2
Policy, we include it based upon the no-risk
\\~
situation that in the event of a loss within the 3
limits of the liability -- or the property policy, 4
we would be covered to the extent a loss exceeded 5
6 it or was outside the scope,or the insurance did not respond, we would have recourse.
7 8
Q When you say outside the scope, you 9
are talking about something other than a nuclear 10 incident as defined in the policy.
11 A
No.
The insurance doesn't respond to all 12 losses under the policy -- I mean all losses that 13 may occur, because that likewise has exclusions e-k_)s
'n'it.
You can't insure all losses.
i 14 15 Q
Well, am I correct that under the 16 NEL-PIA and NAERP policies they cover property 1
17 dam age - los s : re sulting from a nuclear incident?
18 A
No.
The clause we were talking about has 19 NEPIA as opposed to NELIA.
I believe NELIA was the successor.
That is a property policy, but I 20 believe they were exclusions under that policy.
It 21 22 doesn't necessarily respond to every type of loss.
23 Q
For our purposes today, looking at the Three Mile Island Nuclear incident, you have 24 25 already testified, I believe, that Met Ed took the
(
--.m....,
1 W11 son 54
{
2 position it was covered under the policy.
O Isn.t 1e correct that ae 1 east.1eh 4
. respect to the type of accident that occurred at 5
Three Mile Island on March 28, 1979, you would 6
have coverage, as you understand it, under the 7
property damage, nuclear property damage insurance?
8 MR. KLINGSBERG : I object to the form of the question.
It is almost totally 9
1 10 incomprehensibic.
11 Q
Do you understand the question?
13 MR. KLINGSBERG: I mean you are now 13 divorcing yourself from Exhibit 22, I take it.
14 You are talking about what is covered under 15 the policy and not covered, and you have l.
16 already stated that the witness has answered 1
17 a question indicating that the company takes 18 the position that the Three Mile Isla nd i
19 accident is covered under the policy.
What else do you want to know?
20 r
I MR. WISE:
Well, he, in one of his 21 l
22 earlier answers, listed some exceptions.
I 23 understood him to be listing some exceptions 24 to the operation of that first sentence in Section 3 of the special nuclear conditions of 25
.. - _.. - - _,,,.,... _. ~ _, _...
.. ~,,. - -, _. _
-. - - ~.. -
1 Wiloon 55 2
sale.
O
(./
I am trying to find out what those 3
4 exceptions are and whether they are relevant
)
5 to our case.
6 MR. KLINGSBERG: As I understand it, he 7
said they are exclusions in the policy and 8
I do not know whether he remembers what they 9
are or does not remember what they are.
It 10 is irrelevant because the policy says what it says and we have copies of it and we can 11 12 look at it.
13 If your question is is the Three Mile
)
14 Island accident covered by the contract, the 15 company says it is covered, so obviously it 16 is not covered by the exclusion.
It does not i
17 have anything to do with Exhibit 22.
I 18 MR. WISE:
I am trying to get from the 19 man who drafted it what his understanding and 20 intention was when he put it together.
21 MR. KLINGSBERG: I think he testified to 22 that.
He said to the extent it is covered by 23 the policy, certain things follow, that there 24 are exclusions in the policy.
25 MR. WISE:
Could we have the witness's
1 Wilcon 56 2
. answer read back about three questions ago?
3 (Record read) 4 Q
I ask you to look at Exhibit 5 which
)
5 Appears at page 20071106, 6
What led you to include that section f
7 in the special nuclear conditions of sale?
8
'A I don't recall specifically why we addressed 9
}thatparticularissue.
10 Q
Let me read it so that we will have it 11 on the record.
12 "Five.
All these nuclear conditions of 13
' sale shall not affect contractord obligation under 14 the warranty, contained in contractors' quotations.
i 15 Contractor shall not be obligated to pe rform any 16 decontamination which may be a prerequisite for 1
17 contractors' fulfillment of that warranty and owner I
18 hereby agrees to perform any such required 19 decontamination without any cost to contractor."
20 What was your intention in drafting that 21 clause?
22 A
The intention was to cover warranty work 23 situations where a vendor had to come back and repair, 24 replace or modify any piece of equipment, if the P ece of equipment were contaminated in the ordinary i
(~T 25
(-)
i i
1
1 Wiloon 57 2
operation of the plant or the area that the equipment was located in was contaminated with 3
4 radioactivity, that we would either decontaminate 5
the equipment and/or area as necessary to allow 6
the contractor to perform warranty work.
7 Q
Was this a no-risk situation for Met Ed?
8 MR. KLINGSBERG: I object to the form of
[
the question.
What do you mean, "Was this a 9
10 no-risk situation"?
11 MR. WISE:
The witness used that 12 description with respect to Section 3 in 13 describing his reason for including Section 3 14 in the special nuclear conditions of sale.
15 I am asking now whether the same factors apply with respect to Section 5.
16 i
17 MR. KLINGSBERG: I object to the form.
i 18 The witness may answer, if he can.
19 A
I don't think no risk is an appropriate 20 characterization as to why this clause was considered.
21 Q
Why was it considered?
22 MR. KLINGSBERG He already testified.
23 He answered.
You asked why was it addressed 24 and the witness -- you said, "What led you to 25 include it?"
And he said he does not recall i
~ -...
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.,,.c.,,,,-..
1 Wilcon 58 2
specifically why it was addressed, f
l MR. WISE:
I am asking a follow-up 3
4 question at this point.
5 MR. KLINGSBERG : It sounds like the 6
same question.
If the witness has a 7
different answer, he can state it.
8 A
What was the question?
9 g
Why is this clause concerning 10 decontamination under the warranty inc lud ed in 11 your special nuclear conditions of sale?
12 MR. KLINGSBERG: I object.
13 You may answer if you can.
O
!g_)
14 A
I don't recall why it was physically located 15 under the special nuclear conditions of sale.
16 Q
Putting aside why it is located where i
17 it is, what is the reason for the Inclusion of the 18 substance of what Section 5 provides?
19 MR. KLINGSBERG: Same objection;' asked 20 and answered.
21 You may answer.
22 A
During the normal course of operation of 23 a nuclear facility, equipment by its very nature 2
24 of location in the plant could be contaminated or
/~
25 be in a contaminated area.
If a vendor would have N)T
wiloon 59 I
2 to come back in to perform warranty work, the t'
k-)s vend r w uld be confronted with a situation which 3
4 the company would be in a position to uniquely
)
cure through its heald2 physics procedures and 5
6 radiation control procedures.
And the company 7
was assuming that burden for warranty work.
~
8 Q
Did you have any discussions with anyone concerning Section 57 9
10 A
I don't recall specific conversations on 11 that clause.
12 Q
Do you recall discussing it with Mr.
13
' Heist in any way?
O
(_)
14 A
He did review the special nuclear conditions 15 of sale and we had generaal conversations on the 16 special nuclear conditions of sale, but I don't 17 recall any specific conversations regarding-that.
l l
18 Q
Do you recall any conversations regarding 19 Section 5 with Mr. Mazella?
20 A
No.
91 Q
Did you have any conversations with
~
l 22 anybody outside the Legal Department concerning 23 Section 57 24 A
I don't recall any conversations on Section 5.
l l
25 Q
Did you have authority within Met Ed I
1 Wilson 60 2
to decide what risks Met Ed would assume in 3
connection with contracts involving nuclear plants?
l 4
A No.
)
5 Q
who had that authority?
6 A
It depended on'the contract and the time of 7
the contract.
It could vary.
8 Q
Looking at the time that you prepared 9
Exhibit 22, who had the authority to decide whether 10 or not the sort of risk posed in Section 5 was 11 acceptable to Met Ed or not?
12 A
I don't consider Section 5 as constituting t
13
'a risk.
14 Q
Did you have authority to determine 15 whether or not Met Ed would take on the burden 16 of Performing decontamination in the event of i
)
17 a warranty situation?
18 A
No.
19 Q
At the time you prepared this, who 20 had that authority?
l 21 A
Probably an officer level in management.
22 Q
Do you know who that was at the time i
23 you prepared Exhibit 22?
24 A
No.
25 Q
Do you know whether anybody outside the J
's i ;,.s 1
Wiloon 61 i
2 Legal Department looked at Exhibit 22 and specifically t
("J'T l~
3 the special. nuclear conditions of sale to determine 4
whether they were willing to accept whatever risks i
)
5 those clauses presented to Met Ed?
6 A
Yes.
at 7
Q t.h o looked at it for that purpose?
8 A
The document was forwarded by Robert B.
- Heist, 9
Esquire, to James B.
Liberman, Esquire.
~
10 Q
Did Met Ed receive any written opinion 11 from Mr. Liberman concerning the special nuclear 12 conditions of sale?
13 A
Not that I recall.
14 Q
Did you receive oral advice?
15 A
Other than being aware that the correspondence i
16 took place, I wasn't privy to any give and take on s
17 the clauses.
18 Q
After you drafted the special nuclear 19 conditio c J sale, are you aware of any changes 20 that k.c3
- de f ollowing the submission to outside 3
21 counsel?
J.
22 A
Not that I recall, l
23 Q
Do you know At Mr. Liberman is a director 24 of BPU?
~%
25 A
To my knowledge, he is not.
(d
~
w
,3 1
Wilcon 62 1
- s 2
Q
'Do y u know if he ever was?
A
~
O t
A Id n',t/know.
3 3v V
3..
s,.
- (
Was the substance of Section 5 something 2
4
)
that you obtained'from a proposal submitted by a 5
vendor?
6
.s s
,A I don't recall.
y y
8 Q
D'o you - have any recollection ~a's to what the genesis of Section 5 was?
g t
\\
\\
\\
\\
10 A
No.
1 3
g 11 Q
Do you recall whether you made any i
i i
12 determination ct the-time as to whether the substance of section 5 was standard in the nuclear contracting 13 (O -
business?
/
14 i
A No.
i 15 l
\\.
3 l
16 Q
Let me show you what has been previously 1
marked as Defendants' Exhibit 37 2nd t.sk if you are 17' y 18 familiar with it and particularly whether you were
'$nvolved in its drafting.
19 E
q.
i
,'fMR.
KLINGSBERG:
My reccllection is that 20 i
la this whs established in the Mazella deposition 2INj'.
4A
}
6>
'x n er ss-exaniinaElon to be a part of another 22
\\
document a:vd I o'bjdet to showing the witness 23 s
this piece without the larger document from 24 which I believe Mr. Mazella testified.
O 25 U
i
,~
s s
k 4
I g
w
1 Wilcon E,
a 2
MR. PU:
There is a larger document as
'/
the next exhibit.
3 4
MR. KLINGSBERG:
With that objection, 5
d whatever you would like.
6 MR. WISE:
I state that is the exact 7
same document with the exception of the first 8
page.
The rest is a Xerox.
9 A,
The first page or the first several pages?
10 Q.
The cover before you got to the general i
11 terms and conditions'. 'The question is, are you 12 familiar with Exhibit 377 13 A
Yes.
()
(_,'
14 Q
What is it?
15 A
I'm familiar with it from having been shown 16 this document in preparation for the deposition.
1 17 Q
Have you ever seen it before you prepared 18 for this deposition?
19 A
Not that I recall.
20 Q
To your knowledge, did Metropolitan 21 Edison Company ever have a document labeled " General 22 Terms and Conditions for Service Contract" separate 23 and apart from any specific negotiation that may 24 have been entered into?
(~)
25 A
This document is entitled " Metropolitan Edison
()
. ~...
1 Wilson 64 2
Company General Terms and Conditions for Service O
(s/
contract."
Whether or not this document was used, 3
4 I don't know.
To my knowledge, it did not constitute 5
a standard form as in the case of the construction 6
contract.
7 Q
Did you participate in the drafting 8
of Exhibit 377 g
A As I understand as a unified document, no.
10 Q
Did Mr. Mazella?
11 A'
I would have no idea.
12 Q
Did Mr. Heist?
13 A
I would have no idea.
o)
(,
14 Q
Are you familiar with the practice of 15 indicating at the right-hand margin in a parenthetical, 16 the month and year when a specific clause was added 1
17 to or put into the general terms and conditions?.
18 Was that something, a procedure that was used at 19 Met Ed for other standard contracts?
20 A
That is a practice that Mazella and I decided 21 upon in the preparation of a standard terms and 22 conditions for construction contract.
As it appears 23 in this document, Exhibit 37, I have no knowledge 24 as to the intent there.
(~h 25 Q
If you would look at page 26 of Exhibit 37, L.)
~
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-,---,+-v-'-
.,v-
- - - -, ~
- ~ -
I wilson 65 2
Article XXXVI, that is in Roman Numerals, labeled a -
2 N_/
3 "SPecial Nuclear Conditions of Sale," briefly review 4
that and tell us whether.that is in substance the
. )
5 same as the~special nuclear conditions of sale that 6
we looked at in Exhibit 22 which we were discussing 7
a moment ago.
8 MR. KLINGSBERG:
I object to that.
Do l
9 you want the witness to proofread one against 10 the other?
11 MR. WISE:
I am not asking whether it is 12 identical.
I asked him whether it is in 13 substance the same.
14 MR. KLINGSBERG:
I will not permit the 15 witness to answer that.
That would take about 16 an hour to review one against the other.
)
17 If you have reviewed it and you are 18 representing-it is-identical except in some 19 particular sentence or two which you can point 20 out and you want to know whether that makes a 21 substantive difference or the witness has a 22 knowledge about the difference, that is one thing, 23 but if you give the witness a whole document and 24 ask whether another document which maybe is the 25 same or in substance, without giving him the x_
w.
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i Wiloon 66 2'
Opportunity to check it line by line, I think is not fair.
3 4
Q Mr. Wilson, did anybody ever consult with 5
you about the fact that there is a section in 6
Exhibit 37. entitled "Special Nuclear Conditions of
-7 sale," and the fact that it was being included in 8
'something called " General' Terms and Conditions for 9
Service Contracts"?
10 A.'
Not that I recall.
11 Q
Do you know whether or not the special 12 nuclear conditions of sale were included in any 13 other standard contracts besides the so-called 14 construction standard?
15 A
Again, I would like to restate that they were 16 inc,luded in the construction contract as an option.
1 17' They were not part of the main body of the centract 18 and are so designated as an option.
19 I'm not aware that even as an option, 20 they were ever set forth as part of another contract, 21 standard contract.
22 Q
Do you know whether there was any 23 standard contract within Met Ed for service 24 contracts or agreements?
25 A
Yes.
1 Wilson 67 2
Q Who prepared that?
es A
I d n't know.
3 4
Q When did you accept it?
5 A
The contract to which I have reference is u
6 the printed boiler maintenance on the reverse 7
side of the purchase order document which would have 8
been used in certain instances to procure services 9
and/or goods and, therefore, in the context of your 10 question, that would have to be construed to be 11 a s tandard f orm for procurement of services.
12 Q
other than the language printed on the 13 reverse side of the purchase order, are you aware of O)
\\_,
14 of dny other standard agreements within Met Ed 15
-with respect to service contracts?
16 A
In the procurement area?
1 17 Q
In any area.
18 A
When you talk about service to someone in 19 the utility business, it could be electric service.
20 Q
Excluding electric service.
I am talking 21 about the generation-of-power end of the business.
22 A
You mean Met Ed procuring services itself?
23 Q
Yes.
24 A
No.
(~N 25 Q
Can you please state today that Exhibit 37, d
1 Wilson 68 2-the document marked " General Terms and Conditions O
I 2
f r Service contracts," was not drafted by someone 3
4 else at Met Ed for use as a standard service contract?
)
5 MR. KLINGSBERG:
.Again I object to the 6
question on the basis of the context in which 7
the document is shown to him.
8 MR. WISE:
You can always make an 9
objection.
THE WITNESS:
May I answer?
j 10,,
11 MR. KLINGSBERG:
Yes.
1 12 A
Looking at the face sheet of the d o cu ment, it 13 b' ears a code in the upper right-hand corner of 14 M78i74.
That appears to be a coding used by the ll
-15 Materials Management Department and I would assume 16 on.the basis of that notation, this constitutes a 1
17 Part of-another document that was particularly L
l 18 drafted for a specific case.
1 i
l 19 To my. knowledge, no such document was l
20 sent through for a generic review by the Legal l
21 Department for acceptance as standard general l
22 conditions.
+(:
23 Q
Do you know of any reason why someone i
24 drafting Exhibit 37 for use in a specific contract i
25 would use contracts in the plural in titling the
()
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1 Wilson 69' 2
document?
(D
(_/
A well, the title of the document to me, 3
4
" General Terms and Conditions," under the customary
)
5 prac tice of procurement at Met Ed would mean those 6
portions of the contract which do not relate to the 7
technical specifications.
They would split the 8
' contract into various sections.
One they would call 9
the agreement.
Next they would have the general 10 terms and conditions and then technical specifications
~
11 and perhaps sections on drawing and other provisions.
12 So that portion of the title simply means 13 to me that it is a section of the contract. Why they (n) used the plural for the word " contracts," I have no.
14 15 idea-16 Q
Let me show you next Exhibit 24 and ask 1
i 17 if you have ever seen that particular exhibit b ef ore.
18 A
I believe I have.
19 Q
What was your occasion for seeing that?
A It appears to be the same or a similar document 20 that was forwarded to me by Mr. Haimowitz of GPUSC 21 and is a matter of information.
22 23 Q
Did you ever have occasion to use Exhibit 24 in the preparation of any contract?
l 24 l
/~h 25 A
Not that I recall.
V i
l
1 Wilson 70 2
Q Did you ever have any discussions with Mr. Haim witz as to the meaning of its terms?
3 A
Not that I recall.
4 MR. WISE:
I am now going into something 5
6 new, so why don't we stop here and have lunch?
7
. (Whereupon, at 12:45, a luncheon recess 8
~
was taken.)
9 10 11 l
12 13 14 15 16 1
17 18 19 20 21 22 23 24 l O
_.,..,.. _ _ _ _ _ _ _. _ _., _ _ _. - _ _,... - ~. _ _,., _.. _.,. _ _ _.. _ _ _, _.. _ _. _.,, _ _ _ _,... _., _ _ _ _, _, _. _ _ _ _ _ _ _. _ _ _ _ _, _ _ _ _ _ _.
~1 71 2
AFTERNOON SESSION l
)
\\_/
1:00 o' clock p.m.
3 4
J OHN F.
WI LS O N, resumed and continued
)
5 to testify further as follows:
6 MR. WISE:
I would like to have marked as 7
Defendants' Exhibit 217, a copy of a letter
~
g agreement dated March 20, 1978 between Babcock 9
Wilcox and Metropolitan Edison Company.
10 (copy of letter agreement dated March 20, 11 1978 between Babcock & Wilcox and Metropolitan 12 Edison Comapny was marked Defendants' Exhibig 217 13 for identification, as of this date.)
14 Q
Mr. Wilson, are you familiar with 15 Defendants' Exhibit 2177 16 A
Yes.
1 17 Q
What is it?
18 A
It's a letter from Metropolitan Edison by 19 J.G.
Herbein on April 4,
1978 authorizing B & W to 20 enter Metropolitan Edison property at Three Mile 21 Island.
22 Q
For what purpose?
23 A
It states, "for the purpose of performing the 24 Task V portion (Primary Coolant Loop of PWR Plants) of
/~T 25 B&W's PWR Radiation Control Study of Unit #1 of Met Ed's U
1 Wilson 72 2
Three Mile Island Nuclear Station, as more fully O
k-./
described in Exhibit A,"
which I note is not attached.
3 4
Q Was this work in connection with an EPRI account?
5 6
A It is my recollection that work was in connection with a contract between Babcock & Wilcox 7
'and EPRI.
g g
Q What is EPRI?
10 A
Energy Electric Power Research-Institute.
11 Q
Were you involved in the preparation 12 of this letter agreement?
13 A
- Yes, f'%
(_)
14 Q
Were there negotiations that preceded it?
15 16 A
Yes.
I 17 Q
Were you involved in those?
18 A
Yes.
ig Q
When did you first become aware of consideration of the project that is the subject 20 1
matter of Exhibit 217?
21 A
I don't recall the specific date.
There were 22 two similar requests which did not come to us 23
(
l 24 concurrently, but I believe it was perhaps better i
than a year prior to the for~malication of the letter.
05
Wilson 73 1
2 Q
How did this come to your attention?
(V) 3 A
My recollection is that B & W sent a request 4
perhaps to the station manager of TMI for the 5
right to come on the property and perform the 6
tests.
Since it was our general approach to allow 7
people to come on to perform services that we did not
/
8 request by virtue of a letter of consent.jThe letter letter'b 9
of consent was forwarded to me to prepare a 10 for B & W to gain access.
11 Q
Is Exhibit 217 a letter that you prepared?
12 A
Initially, no.
It is the final.
i 13 Q
Were there previous drafts of this l
14 letker?
15 3
- yes, 16 MR. WISE:
Let me have marked as 17 Defendants' next in order, which I believe will 18 be 218, a copy of a document marked " Draft,"
19 and dated February 28, 1978.
It appears to 20 be a draft letter on the same subject as 21 Exhibit 217.
22 l
(Copy of document marked " Draft" dated i
23 February 28, 1978 was marked Defendants' 24 Exhibit 218 for identification, as of this O
25 date.)
V
1 Wilson 74 2
Q Are you familiar with Exhibit 218, b(m/
Mr. Wilson?
3 4
A Yes.
)
5 Q
Did you prepare this document?
6 A
Yes.
7 Q
Would you look at the last page?
The 8
' notation by the typist at the left-hand margin, " MAP,"
g are those the initials of your secretary at the time?
10 A
Yes.
Q Let me next show you a letter which 11 12 I would like to have marked as Defendants' Exhibit 219.
13 (Copy of letter dated March 20, 1978
-s sj 14 from Mr. Wilson to Mr. Mullin of Babcock &
15 Wilcox was marked Defendants ' Exhibit 219 for I
identification, as of this date.)
16 1
17 Q
Is Exhibit 219 a copy of a letter that 18 you prepared and sent to Mr. Millin?
19 A
Yes.
20 Q
Let me read from the first paragraph.
}
21
" Enclosed in duplicate for B & W's l
i J
l 22 execution, please find a proposed letter of consent 23 which represents a modification of our draft of l
24 February 28, 1978 in accordance with the mutually l
25 agreeable terms requested in your letter of March 6,
- _{s l
)
Wilson 75 i
1978."
2 Oss/
Was the February 28, 1978 draft to which 3
y u refer in Exhibit 219 what has now been marked as 4
)
Exhibit 218?
5 6
A I don't know.
There are several. drafts.
7 Q
Let me ask you this:
Was the letter that 8
we have marked as 219 speaking about the EPRI account which is the subject of Exhibits 218 and 217, as best g
10 you can recall?
11 A'
I'm sorry.
I missed part of the question.
i 12 Q
Well, Exhibit 219 doesn't have a "Re" 13 line on it.
Is Exhibit 219 referring to the agreements b(_j 14 and the negotiations and drafts which are reflected l
15 in Exhibits 217 and 2187 l
16 A
I believe it relates to Exhibit 227.
Whether 1
17 or not it is the draft related to in 218, I don't 18 know.
19 Q
Let me next show you, and I would like to have marked as Defendants' 220, a copy of a letter 20 dated March 6, 1978 from Mr. Mullin of B & W, 21 22 addressed to Mr. Wilson.
23 (Copy of letter dated March 6, 1978 from Mr.
Mullin of B & W addressed to Mr. Wilson was 24 marked Defendants' Exhibit 220 for identification, 25 1
1
_ _ _ _ _ _ _.. _.. _ _.. ~.., _. _.
1 Wilson 76 2
as of this date.)
t Q
Have you seen Exhibit 220 before?
3 4
A
- Yes, 5
Q Do you know whose handwriting appears f
6 on the face of the document?
7 A
Mine.
8 Q
Let me next show you what I would like 9
to have marked as Defendants' Exhibit 221, a letter 10 dated February 25, 1977 from Mr.
Jones at B & W 11 addressed to Mr. Arnold at Met Ed, and it contains 12 an attachment in the form of a two-page agreement 13 sith a one-page exhibit to it.
(O (Letter dated February 25, 1977 from
_,,/
14 15 Mr. Jones at B & W addressed to Mr.. Arnold 16 at Met Ed, and attachment in form of a two-page 1
17 agreement with one-page exhibit to it was 18 marked Defendants' Exhibit 221 for identification, 19 as of this date.)
20 Q
Have you seen Exhibit 221 before, Mr.
T 21 Wilson?
J 22 A
Yes.
23 Q
Do you know who did the highlighting 24 that appears to have been put on the copies of both 25 the cover letter of February 25, '77 and the attached
/
(}
1 Wilson 77 4
2 agreement?
f%
(-
A I don't recall.
3 4
Q Do you know whose handwriting appears at 5
the bottom left-hand corner on the first page of 6
Exhibit 221?
7 A
Mine.
~
8 Q
Could you please read that for us?
9 A
It looks like a partial date, something "/77 10
.per RCA contact B & W direct."
11 Q
Do the initials RCA refer to Mr. Robert 12 C.
Arnold?
13 A
Yes.
14 Q
Do you know what the meaning o'f that 15 notation is?
16 A
It is my recollection I discussed the letter 1
17 with Mr. Arnold and he asked that I handle it 18 directly with B & W.
i 19 Q
Let me next'show you a copy of an 20 undated letter which appears to have been prepared 21 for the signature of Mr. Arnold directed to B & W 22 and has a one-page exhibit marked Exhibit A attached 23 to it.
24 MR. WISE:
We will have this marked as 25 Exhibit 222.
n-s
.-an,,
.. -,.., -, -. ~. -,
,-,n.,_
,-.-.w-__,
1 Wilson 78 d
2 (Copy of undated letter prepared for the O
i\\~
signature of Mr. Arnold directed to B & W and 3
4 one-page exhibit marked Exhibit A,was marked
)
5 Defendants' Exhibit 222 for identification, 6
as of this date.)
7 Q
Are you familiar with Exhibit 2227 8
A Yes.
~
Q Did you prepare it?
9 10 A
Ye8-11 Q
What materials did you use in preparing 12 it, if any?
13 A~
My recollection is I used previous consent O)
(
14 letters to allow others to go onto company property.
15 Q
Do you know whose handwriting appears in 16 the left-hand margin on Exhibit 222 on the first 1
17 and second pages?
18 A
It appears to be mine.
19 Q
Would you look at paragraph 4 on the 20 second page of Exhibit 222 which reads as follows:
21' "You hereby release and waive any 22 right to ask for or demand damages for or on account 23 of any loss or injury (including death) arising 24 from the condition of Met Ed's premises or the
(~h 25 conduct of any activities or operations thereon by
%-)
,.v,,e..,._
__,..__...-__._m.
I 1
Wils on' 79 2
any Person and further agree.to indemnify Met Ed and
.O save it harmless.from and against any and all liability, loss, cost-and expense (including all 4
5 expense, legal or otherwise, incurred by Met Ed in the investigation and defense of any claim or suit) 6
~for injury (including death) to any person or damage 7
8 to any property and from and against all claims for any such injury or damage, however caused, arising 9
10 ou of, or connected with, your presence, performance
'f the Study or failure to comply in whole or in 11 12 part with any or all of the terms, conditions and 13 Isrovisions hereof, unless such injury or damage is due'to Met Ed's sole negligence."
14 15 Did you draft that clause?
16 A
I Placed it in this letter.
I don't know if
' ' '2 "
I was the original scO.
17 18 Q
Did you understand it when you put it 19 in the letter?
A Yes.
20 21 Q
With respect to that portion of the clause that refers to B & W's agreement to indemnify 22 23 Met Ed and save it harmless from and against any and all liability, et cetera, for injury or damage 24 t
any property, did you understand that to mean 25
i Wilson 80 2
pr perty owned by Met Ed on site?
MR. KLINGSBERG:
I object to the form 3
of the question on the grounds that I am not 4
sure that the clause can be segregated the way 5
6 y u have segregated it.
7 The witness may answer.
8 May'we have the question?
(Record read) g A ^
I d n't believe I did.
10 11 Q
Was this clause not intended to cover 12 Met Ed on the site property?
i 13 The specific clause that you re f e ren ce d?
A 14 Q
Paragraph 4.
A The entire paragraph 47 15 16 Q
Yes.
1 A
The first part of the paragraph --
17 ig MR. KLINGSBERG:
Could we have the gg question back before this one?
(Record read) 20 MR. KLINGSBERG:
I want to express a 91 22 further objection to the question before the 23 last question which we have just had reread, because I think it omits or attempts to cover with 24 the word "et cetera" some very important 25
(
^
1 Wilson 81 2
language, to wit, defense of any claims or h
D suit.
3 4
Read the current question and we will
)
5 get.the answer.
6 (Record read) 7 A
I don't believe paragraph 4 relates to the g
' company property, Metropolitan Edison's company 9
property.
~
10 Q
Is there anything in this agreement 11 that relates to Metropolitan Edison-owned property 12 on site as you drafted it?
13 A
In essence, paragraph 1 could be construed 14 to relate to that.
15 Q
Is that the only place that you intended 16 to, cover Met Ed-owned property?
I t
17 A
I don 't have a specific recollection of what 18 was intended at the time I drafted this contract, if 19 this was the only place I intended to cover it.
20 Q
Well, it is only a two-page agreement.
21 Why don't you:take a minute and review it and see 22 if you can point us to any other portion of the 23 agreement, discussing Met Ed-owned property.
24 A
I did review it and there was a difference g-)
25 between my intent at the time and what the words say.
\\_)
Wilson ~
82 1
a 2
Q What is that difference?
'N' A
My answer was that I don't recall what my 3
intent was.
I can tell you what the words say.
4
)
One can intend to do a lot of things 5
6 MR.KLINGSBERG:
Don't argue with him.
7 Q
Looking at the agreement now, are you 8
able to recall any other portion of this letter 9
-agreement that was intended by you at the time to
~
10 cover Met Ed property aside from what you said 11 about paragraph 17 12 A
Since the question is premised on intent, I 13 don.' t recall.
A(j 14 Q
If you would refer to Exhibit 221 which 15 is the letter from Mr. Jones of February 25, 1977, 16 do,you recall whether the draft which we have been 1
17 looking at, Exhibit 222, was sent to Mr. Jones with i
18 a Met Ed letter of January 6, 1977 as referenced in 19 Exhibit 2217 A
I don't recall.
20 21 Q
Do you recall whether there was a draft 22 after Exhibit 222, but before February 25, 19777 23 A
I don't recall that either.
24 Q
Did you review Exhibit 221 when it came
}
25 into Met Ed?
i 1
._,..,9
,.m.,.-_..
.r.,<.
y, m
1 Wilson 83 A
Yes.
2 4
/~
k_h
)
Q Will you look now at the first page of 3
the attached agreement, paragraph 2.
4
)
.M R. KLINGSBERG:
Which exhibit?
5 6
MR. WISE:
We are on Exhibit 221.
7 Q
Attached to 221 is an agreement or draft
agreement, and I am asking you to look at the first g
I 9
Page of that.
10 Do you know who made the arrow in the i
11 lef t-hand margin pointing to the notation " purchase l-12 order number 43613"?
13 A
It appears to be one of my arrows.
A'(,)
14 Q
Do you know what Met Ed purchase order 15 43613 refers to?
I think you might want to look 16 at,the entire paragraph 2 which refers to a master 1
services contract between Met Ed-and B & W7 17 18
-A I can't answer as to whether or not I was 19 aware of that reference when I initially received this document.
I note in the right margin, it 20 21 says, "get copy," which I believe I subsequently did.
22 Q
Do you have a recollection as to which 23 agreement that is?
A Without referring to that purchase-order-24 numbered document right now, I would have to say no.
25 we
--,-,~--,-.,,-n,--,--,..,,-,~,--,~--,-,-..nren-n,n
,-..-,,nn,-~,.n-,,,sn,,ve.,
.e
_,-,~a
I wilson 84 2
Q Did you review whatever contract it is O
-tV that is covered by purchase order 436137 3
A My recollection is that in connection with 4
5 this document, I did review it.
6 Q
Did you reach any conclusions as to whether it was an appropriate form to be used as Mr. Jones 7
8 has suggested it here?
A My conclusion at the time was that it was not 9
10 an appropriate form.
11 Q-What was your reason for that conclusion?
12 A
.Because it was premised upon a buyer-seller 13 relationship which did not exist in this case.
14 Q
But what did you do as a result of reviewing 15 Exhibit 221 and attachment agreement?
l 16 A
I believe I had further conversations with 1
17 Met Ed management.
18 Q
What is the next thing you did to prepare 19 the February 28, 1978 draft, after those conversations, Exhibit 2187 20 l
l A
What is the date of the draft?
21 22 Q
It recites February 28, 1978.
23 MR.KLINGSBERG:
The question is the next 24 thing he did after reviewing the February 25, Q
25 1977 draft to prepare the February 28,
'78 draf t?
/
I i
1 Wilson 85 2
MR. WISE:
That's right.
/")
5/
A I believe because of the interval of time, 3
4 there must have been other things that were done l
)
in connection with this in that period.
5 6
Q Do you know what they were?
7 A
No.
8 Q
Do you have any knowledge of anything g
that took place between February 25, 1977 and the 10 draft which is marked February 28, 19777 11 A
I seem to recall the matter was not simply 5
12 left to rest, but there were ongoing conversations.
13 I don't recall what they are, no.
O)
(,
14 Q
Do you know what the source of the terms 15 in the February 28, 1978 draft, Defendants' Exhibit 228 16 were, aside from those terms that are common with 1
17 Defendants' Exhibit 222 which is the earlier undated 18 draft?
19 THE WITNESS:
Could I have the entire 20 question read) 21 (Question read) 22 MR. KLINGSBERG:
Are you talking about 23 the terms of Exhibit 221 -- could we have the 24 question?
25 Q
Can you look at Exhibit 222, the undated
(
1 Wiloon 86 2
draft which appears to have been done sometime in
/T k~l
'77,and also look at Exhibit 228 dated February 28, 3
4 1978.
You will note that a number of the terms 5
in the February 28, 1978 letter, Exhibit 218, are 6
identical with the terms in Exhibit 222, the undated i
7 draft.
A number of other terms have been changed.
8 My question is, with respect to those 9
kerms that are not identical or the same as those 10 terms that appear in Exhibit 222, the undated draft, 11 do you now recall what the source was for those 12 terms?
13 A
No, I don't recall.
(A_)
14 Q
I would like to show you Exhibit 214 15 which we discussed this morning, and ask you to 16 look at Section 12.0 which appears at page 9 of the 1
17 exhibit and is entitled " Consequential Damages."
18 Exhibit 214 is the 1974 master services 19 contract for TMI-2.
20 If you will review the Consequential 21 Damages clause on page 9 of Exhibit 214 with the 22 clause entitled " Paragraph 5" in Exhibit 218, I 23 believe you can agree with me that with the exception 24 of substituting the phrase "B
W" for the phrase
(~)
25 "the company," the clauses are identical.
\\J
~
1 Wilson 87 2
Does this help to refresh your recollection (3
(_)
as to the source of paragraph 5 in Exhibit 2187 3
A I was not trying to refreh my recollection.
4
)
You asked what clauses were changed, not added.
I 5
6 believe the consequential Damages clause is an added 7
clause.
8 Q
I am sorry if I confused you by using g
" changed."
I don't think that was in my the word 10 question.
11 In any event, just to make it clear, 12 you will see that Exhibit 218 is different from 13 Exhibit 222, right?
o)
~
Right.
(,
14 A
15 Q
With respect to those areas where there 16 are differences I don't care about deletions, 1
17 alterations, modifications or any words you want 18 to pick -- the question is, how did you get from 19 Exhibit 222 to Exhibit 218, as best you can recall?
MR. KLINGSBERG:
I object to the form 20 of the question.
21 22 You can answer.
23 A
My recollection is that it was as a result 24 of discussions, both in-house and with B & W.
The 25 exact genesis of any decisions or changes, I'm
i 1
Wilscn 18 8 1
9 2
uncertain.
O Q
Isn't it a fact that certain of the k/
3 clauses and terms contained in Exhibit 218 were 4
')
5 taken from the master services contracts between 6
B & W and Met Ed?
I.
MR. KLINGSBERG:
You are asking him to-7 8
look at the two and compare or if he has a recollection that it was actually taken?
9 10 MR. WISE:
I am asking for his testimony, any way that he is able to answer it, through 11 12 refreshing his recollection or looking at 13 documents, or whatever.
If he cannot testify, 14 if he has no knowledge on that, I will accept 15 that answer.
16 MR. KLINGSBERG:
You want knowledge i
l
)
17 other-than which somebody brought in from the i
18 hall.
Can he tell you by looking at the 19 sections?
20 MR. WISE:
That's right.
I do not want inf rmation that somebody from the hall can give 21 22 me.
23 A
I have no recollection whether or not we 24 adopted clauses straight out of the master service 25 e ntract.
3 mt-tv e
---+v*+'--
S m-
-e weew-r m w -
Tmew-
1 Wilocn 89 2
Q When you included paragraph 5 in Exhibit 218, 3
did y u have an understanding of what it meant?
4 A
Yes.
)
5 Q
Do you have a recollection of that today?
6 A
Yes.
7 Q
What did you understand it to mean?
8 A
What it says, that B & Wwould not have liability g
for loss of anticipated profits as it relates in the 10 rest of the paragraph.
11 Q
And lost by reason of plant shutdown?
12 A
Right.
13 Q
Did you have an understanding of what was 14 meant b/ consequential damages?
15 A
Yes.
16 Q
Are you familiar with the Uniform
)
17 Commercial Code?
18 A
Yes.
19 Q
was the Uniform Commercial Code applicable 20 in Pennsylvania during the 1970's?
s-21 A
The Uniform Commercial Code was applicable 22 to the sale of goods in Pennsylvania at that time.
23 Q
Do you know when the uniform Commercial 24 Code was adopted in Pennsylvania?
O 25 A
No.
%./
i
{,
i
(
t i
Wiloon 90 g
1 w-2 Q
Do you know whether it was sometime O
h., ore,,207
'MR.
KLING5 BERG:
This 'is really an 4
5 improper subject.
6 MR. WISE:
I am trying to establish it 7
as a predicate to the l witness 's unders tanding.
g MR. KLINGSBERG:
He,is a graduate of a law school and admitted to the bar.
9 10 MR. WISE:
I think the question is 11 germane.
12 THE WITNESS:
May I have the question 13 again?
i 14 (Question read) i 15 A
I believe it.was, i
l Q
Are you familiar with the provisions of 16 i
17 the code with respect t'o cons equential damage s?
i 18 A
I have no recollection as to how it specifically 19 addressed the matter'.
20 Q
Do you know whether the Uniform Commercial t
Code contained a definition of consequential damages?
21 Without'ref'erding to the code, I couldn't 22 A
23 answer that.
3 i
t 24 Q
Do y u know whether you were aware at the s
25 time you were'uorking on this agreement, as to what N
s s
s t
~
s r
1 Wilson 91 the code had to say about consequential damages.
2
{)T A
I don't recall.
3 Q
Do you recall if at any time in connection 4
)
with any agreements between Met Ed and B & W, you 5
made an effort to determine what the code provided 6
with respect to consequential damages?
7 8
A I don't recall.
9
]
Q Do you recall ever having any discussion 10 with anybody from B & W concerning consequential it damages on any contract, this one or any other?
12 A
I believe the matter was discussed. I:: c an ' t say 13 with respect to what contract.
()
14 Q
With whom did you have a discussion?
A Let me clarify that.
I know it was with respect 15 16 to,a B & W contract.
I don't know if it was with 1
17 someono in the employ of B &
W.
18 Q
With whom did you have the discussion?
A To my recollection it was with the Metropolitan 19 Edison Company procurement function.
20 Q
Do you recall the person's name?
21 A
No.
22 23 Q
What was the substance of the discussion?
MR. KLINGSBERG:
This is a discussion 24 between the witness and somebody at Metropolitan 25
%J
____y-
._____...________m_,__
1 Wiloon 92 Edison.
Is that what we are talking about?
2
(_ -)
THE WITNESS:
ves.
3 4
MR. KLINGSBERG:
I direct the witness that if that discussion was in the context of 5
6 rendering legal advice, then it is privileged.
7 If y u want to talk to me about that, 8
we can step outside for a minute if you have a 9
question as to whether it is privileged.
10 THE WITNESS:
All right.
11 (Mr. Wilson and Mr. Klingsberg left the 12 examination room.)
13 MR. WISE:
I guess there is a question 4
14 pending and the witness conferred with his 15 counsel as to whether or not he can answer it.
16 (Record read) 1 17 MR. KLINGSBERG:
He says it was in the i
18 course of rendering legal advice, but he does l
19 not recall the substance of the conversation.
l 20 Q
Is that correct?
21 A
Yes, or with whom I had conversation.
22 Q
Looking now at paragraph 6 in Exhibit 218, 23 would you look at the final paragraph which appears l
24 at the top of page 3 of the exhibit.
l 25 I would like to direct your attention --
i
= _..
1 Wilcon 93 2'
I would like to give you a chance to read the whole
~
]
3 thing and I would then like to read part of it into 4
the record.
I 5-MR. WISE:
It reads as follows:
6
" Met Ed indemnifies and holds harmless i
7 a a W and its suppliers against all losses, 8
claims, damages'or liabilities arising out of or 9
based upon bodily injury (including death at any t
10 time resulting therefrom)when due to other I
11 than the negligence of B & W or its suppliers or, 12 regardless of negligence, losses, claims, damages j
13 or liabilities arising out of or based upon r
14 bodily injury (including death at any time l
15 resulting therefrom) and loss of or damage I
16 to any property located on or off the Station i
1 t
17 site whenever or wherever occurring, when 18 resulting in whole or in part, directly or
(
19 indirectly, from a "nucicar incident" as defined 20 in the Atomic Energy Act of 1954, as amended."
21 Q
Do you know where that language came from?
22 A
No.
23 Q
Do you recall inserting it into this draft?
24 A
I don't recall that specific act.
25
. Q Do you have any recollection as to what i
I Y
,--__,...__,..-.,.__,_-.-,_.._,_...,_..-,._.__,__,,_...m_
_.,_,,.,____,..c.,,-
1 Wi100n 94 2
this particular section was intended to do?
(m t
)
%_/
MR. KLINGSBERG:
I object because I do 3
not think it is fair to ask about that particular 4
)
section, having read that particular section, 6
without reference to the earlier preceding i
7 section.on page 2 of paragraph 6.
That is a 8
form objection and the witness can answer the 9
question.
10 A
To my recollection, Met Ed would indemnify 11 and hold harmless, B & W with respect to third-party 12 losses when due to other than the negligence of B & W 13 or its suppliers.
t' 14 Q
What about a nuclear incident as defined i
15 in the Atomic Energy Act of 19547 l
16 MR. KLINGSBERG:
What is the question?
a 17 MR. WISE:
He says when due to the l
l 18 negligence of other than B & W.
i l
19 Q
My question is now with regard to a 20 nuclear incident.
Would the negligence of B & W 21 matter as you understood this language at the time 22 this was being drafted by you?
23 A
That very well may have mattered because it i
24 doesn't say "regardless of B & W's negligence."
It 25 just says "regardless of negligence. "
l l
l
Wiloon 95 1
Q I m sorry.
I don't understand your 2
'h (V
- answer, y u mean to say that it was your 3
understanding of this that the indemnification 4
w uld not be operative with respect to a nuclear 5
incident if B & W were negligent, in your understanding 6
of this?
7 8
A It was my understanding and still is that clauses are strictly construed and the language 9
phase
~
uch areas of has to be set forth with precision in s 10 1
11 negligence.
I 12 Q
I am just trying to get from you what 13 Y " understood this thing to mean at the time you put it into this letter.
This is a copy, Exhibit 218 14 is a copy of something that your secretary typed, 15 I believe.
Those are her initials, MAP, on the 16 1
17 final page; is that correct?
18 A
We have established that, MR. KLINGSBERG:
I object to the gg characterization by counsel which I do not 20 know whether it is part of the question or nots j
ng aPParently a characterization of the fact.
22 It could very well be that there was some 23 Provision in some draft prior to February 28, 24 1978 which was done by B & W from which this 95 l
1 Wilson 96 2
Provision was taken and I object to the characterization that this was a provision 3
4 that was inserted by the witness.
)
5 I do not think there is any such testimony 6
or evidence.
I think it is misleading.
7 MR. WISE:
I disagree with you, Mr.
8 Klingsberg.
Regardless of what the other 9
source of this language is, by February 28, 1978, 10 Mr. Wilson was including it in something that 11 his secretary was typing and my only purpose 12 here is to find out what Mr. Wilson understood 13 he was having his secretary type up as opposed O
(_/
14 to something that came from somebody else; that 15 he may perfectly well have taken the position 16 that he hasn't the slightest idea what somebody 1
17 else meant.
18 MR. KLINGSBERG:
I am not contesting 19 whether he understood it or not.
You can 20 ask to your heart's content and you have been 21 asking what it is that he understood, and he 22 has been answering those questions and has 23 answered them, but I don't think it is fair 24 to imply that this was something that -- that "N
25 this provision was something that he put together.
(Y
1 Wilson 97 2
There isn't any evidence to that effect.
It could very well have been taken out of 3
4 an earlier draft of B & W or something that
)
had been agreed on in some negotiations which 5
6 B & W had submitted.
7 MR. WISE:
I do not mean to imply this 8
particular language was drafted by Mr. Wilson, 9
only that it appears in a document which he was 10 working on and whatever its original source, he 11 was incorporating it into a draft agreement for 12 signature by his company.
13 MR. KLINGSBERG:
Then we are in agreement.
14 Proceed.
15 BY MR. WISE:
16 Q
Getting back to where I was, with respect i
17 to a nuclear incident, what was your understanding 18 as to what this clause was supposed to do?
19 MR. KLINGSBERG: I object.
Asked and 20 answered.
If you want to ask it again, you can.
21 MR. WISE:
I do not believe I ever got 22 an answer because we got into a flurry of 23 colloquy.
24 A
It is my recollection that I did answer that 25 question.
4 L
1 Wilcon 98 2
MR. WISE:
Let's stop and have the i
~
re rd reread because I will not leave this 3
area until we have it thoroughly.
4
)~
(Record read) 5 4
6 MR. WISE:
After having the reporter read 7
back a portion of the testimony, it is my
~
8 contention that the question has not been asked i
and answered, and that the witness's answers, j
9 10 if not unresponsive, certainly leave room for 11 me to follow up with additional questions in this 12 area.
13 MR. KLINGSBERG:
Go ahead.
i 14 Q
What was your understanding as to the 15 Operation of this particular clause in the event 16 Of.a nuclear incident?
I am speaking particularly 1
17 of the portion of it that begins in the fourth line 18 down from the top and continues to the end.
19 A
Again, Met Ed would indemnify and hold harmless
(
20 B & W or its suppliers in certain instances where there i
21 is a nuclear incident.
22 Q
Regardless of negligence by B & W, isn't 4
I 23 that correct?
24 MR. KLINGSBERG:
I object.
~
25 A
It does not say that nor would I impute that.
. ~., -.., - -
... -,....,... - -.. ~. -... -. -,.. - -,.,... - -, -. -. -....... - -.... ~.....
1 Wiloon 99 2
Q Was that your understanding at the time
\\
this was drafted?
3 A
As I said earlier, it is my understanding 4
)
that the language would have to be set forth with 5
6 Precision regarding B & W's negligence.
7 Q
Regardless of whether or not it had to le set forth with precision, was it your understanding 8
that this particular clause would refer only to g
10 instances in which B & W was not negligent?
11 A-Yes.
12 Q
Mr. Wilson, would you look at the first 13 Part of this where it says with respect to Met Ed's
('%
indemnification of B & W in the third line down, "When
(_)
14 15 due to the negligence of other than B & W or its 16 sup, pliers."
1 17 Am I correct that Met Ed was agreeing 18 to indemnify and hold B & W harmless unless B & W 19 was negligent:or one of its suppliers?
Isn't that 20 the meaning of the first 3-1/2 lines?
A Yes.
21 22 Q
Isn't the remainder of that paragraph 23 MR. KLINGSBERG:
Could we have the question 24 back, please.
(~'
25 (Question read)
N l
Wilson 100 1
Q Isn't it true that the remainder of this 2
(')
(_)
which is prefaced with the words "Regardless of 3
negligence," could only be referring to situations 4
')
in which B & W or one of its suppliers was negligent?
5 MR. KLINGSBERG:
I object.
6 THE WITNESS:
May I answer?
7 g
MR. KLINGSBERG:
Yes.
A I can't read that into it as the way you do.
g 10 Q
Who else 's negligence did you think at the time was being referred to that was not covered 11 12 in the first 3-1/2 lines of that paragraph?
13 A
You could have third-party negligence.
14 Q
Wouldn't that be covered in the first three lines where it says when due to other than the negligence 15 16 f.B & W or its suppliers?
Isn't that the plain 1
17 meaning of that, Mr. Wilson?
ig MR. KLINGSBERG:
Are we arguing the law l
with the witness or are we 19 l
MR. WISE:
No.
I am trying to find out --
20 trying to explore the witness's understanding 21 of the clause at the time.
22 A
If I am correct in my assumption that this 23 clause was actually prepared by B &
W, the "regardless 24
'\\
25 of negligence" portion relating to nuclear incident (d
I
I 1
Wilson 101 l
could have specifically said "regardless of B & W 2
r it8 suppliers and/or its suppliers."
It could have 3
said a lot of things.
It did not, in fact, say those 4
things.
5 6
Q Putting aside what B & W might or might not have put in here differently and whether or 7
8
'not B & W drafted this language, could I have an answer to my question as to whether or not the 9
P rase "regardless of negligence" could only have h
10 been referring to B C " or B & W's suppliers' 11 12 negligence?
MR. KLINGSEERG:
You are not asking him 13 f r current interpreation.
14 MR. WISE:
For his understanding.
He 15 said that he has an understanding that it was 1G 1
17 third-party negligence that was being referred 18 to here and I am testing his understanding as to whether that makes any sense, given the 19 plain w rding f the clause.
20 A
What is the question?
21 22 Q
The question, Mr. Wilson, is simply this?
Whether today you have any recollection one 23 24 way or the other as to whether or not in the event j
of a nuclear incident, B & W's negligence would matter pJ 95
Wiloon 102 1
with respect to whether or not this indemnification 2
(
)
(_)
a dh ld-harmless clause was applicable?
3 MR. KLINGSBERG He has answered that 4
~}
question.
5 MR. WISE: I thought his answer was 6
that he believed B & W's negligence might 7
matter.
I have asked him a series of questions 8
to test that recollection.
9 MR. KLINGSBERG:
What is the current 10 question?
gg MR. WISE:
It is whether after looking 12 at the first 3-1/2 lines and what they provide, i
13 fn whether he has any better recollection of what
( )
74 was meant by the remainder of that paragraph.
15 A
I have no better recollection.
16 1
Q Would you look at the fourth line up 17 from the bottom of the paragraph, the one beginning, 18
" damage to any property located on or off the Station gg site."
g Did you at the time question the use of 21 the words "any property"?
22 A
As relates to what?
23 Q
As to what it covered.
g4 A
No.
I would have been of the opinion that f-25
(~.J l
l 1
i
N 1
Wiloon 103 2
related to property of third parties.
w 1
3 Q
Do you see the words " third parties"?
4 A
No, but I see a waiver clause immediately
- )
5 Preceding it.
6 Q
Going back to the clause that we are 7
looking at, did you at any time ask anybody for a 8
' clarification on the meaning of the words "any 9
property"?
10 A
I would have read that in context of the entire i
11 clause and thercfore I doubt whether I would have 12 requested any property.
13 Q
" Located on or off the Station sit e,"
}
14 do you have any question in your mind as to what 1
15 that meant?
k 16 A
No.
1 1
i' 17 Q
What is your view at the time that any 18 Property located on the Station site would not d
19 include Met Ed property?
20 A
It was property of third parties on the Station 21 site.
22 Q
Is there also property of Met Ed on the 23 Station site?
24 A
Yes.
25 g
Is there any express exclusion of that O-
1 Wilson 104 2
that you see here?
3 A
I d n't see an express e.cclusion or inclusion.
4 Q
If someone said to you.any property
)
5 located on the Station site, without putting it into 6
the context of a particular contract or agreement, 7
would you agree that there is property belonging 8
to Met Ed on the Station site?
9 MR. KLINGSBERG:
That is a hypothetical 10 question and we have had about 5,000 directions not to answer by your partner to hypothetical 11 12 questions.
13 MR. WISE:
I will withdraw that question
)
14 since I,always wish to defer to my brother's 15 objections.
16 Q
Did you have any question at the time i
i l
17 that you were working on this particular agreement, 18 about whether this might be construed by someone to 19 include Met Ed property on site?
l 20 A
Not that I recall.
21
.4 R. KLINGSBERG:
Let's take a short l
i 22 break.
23 (Recess taken) 24 Q
Mr. Wilson, look-3 at B & W Exhibit 215 N
25 which we mar.ked earlier this morning, you were involved
1 Wiloon 105 2
in the preparation of this agreement, I believe?
O A
xes.
3 4
Q With whom did you negotiate at B &
W,
')
5 if you were involved in negotiations?
6 MR. KLINGSBERG:
Why don't you take it 7
one question at a time.
8 Q
Were you involved in negotiations?
9 A
Not that I recall.
10 Q
Who did the negotiation on behalf of 11 Met Ed?
12 A
I don't recall that.
13 Q
Was it Mr. Seelinger?
I think his effort was related solely to the
)
14 A
15 scope of effort under the : training contract.
16 Q
Who did you think was involved in the 1
17 negotiation of the other terms and conditions?
18 Mr. Guerun?
19 A
I really have no idea.
20 Q
What was your involvement with respect 21 to this document?
i 22 A
I recall seeing it before it was finalized and 23 discussing with Mr. Seelinger certain conditions l
24 on the scope, but just looking at the document now, 25 I have no recollection of what else my involvement was.
V i
l
1 Wilcon 106 2
Q Would you look at page 8 of the agreement,
/ '
Section 18.0, at the top of the page.
3 4
Let me read that into the record and
)
5 you can review it while I am putting it on the record.
6 MR. WISE:
" Indemnity:
The purchaser, 7
its assigns and successors in interest, shall 8
indemnify and hold harmless the company from any and all liability, claims, suits, expenses, 9
10 damages or loss including bodily injuries to any 11 person or persons including death at any time 12 resulting therefrom and in connection with any 13 dauage to or loss of property (including loss 14 of use of or increased expenses of operation 15 of equipment or loss of profits) whether or 16 not owned by the purchaser, resulting from this 1
17 transaction or work performed hereunder, when 18 due to other than the negligence or fault of 19 the company or regardless or fault or negligence 20 when resulting from nuclear incident or hazards."
21 There is a final sentence reading, "The 22 purchaser shall at his own expense defend any 23 and all suits brought against the company 24 alleging any such injury, death, damage or loss, 25 even if such suit or suits are groundless, false
1 Wiloon 107 2
or fraudulent."
m f
\\
. ee
(_,/
3 Do you have any recollection of that clause 4
as it appears in the final agreement?
5 A
I recall seeing it before.
6 Q
Did you have any discussions with anyone 7
concerning it?
8 A
That I don 't recall.
9 Q
Were you asked to review this agreement 10 before it was signed?
11 A
I believe I was.
12 Q
Would you have read 18.0 in connection 13 with that review?
14 A
Yes.
15 Q
Was it your understanding at the time l
16 that 18.0 would cover Met Ed-owned property?
)
17 A
I don't recall what my understanding was at 18 the time.
19 Q
Do you see the language in the middle of 20 that paragraph that says, "whether or not owned by 21 the purchaser"?
-Do you recall reading that at the l
g 22 time?
23 A
I recall reviewing the contract which would 24 have included reading the entire contract. Therefore,
(^%
25 I believe I would have read it at the time.
l
\\-
i I
i
.~.
---c
.,,~-,a.,-.,
i Wiloon 108 2
Q Do you remember having any discussions 3
th,anybody as to what was meant by the phrase, w
i 4
"whether or not owned by the purchaser"?
MR. KLINGSBERG:
Just answer yes or no 5
6 because it could be getting into an area of 7
privilege.
g A
No.
9 Q
Do you recall making any effort to find I.
10 out what was meant by that language?
11 A
No.
12 Q
Do you recall being surprised that that 13 language appeared in the indemnification and hold-Oh harmless clause?
i 14 A
No.
15 16 Q
Do you recall mentioning to anyone that l
1 17 in your view indemnify and hold harmless would relate 18 only to third-party claims and, therefore, the phrase, l
19 "whether or not owned by the purchaser" should not be l
in there?
20 A
No.
21 22 Q
And you are not able to tell us today
(
23 whether you have any recollection of whether or n t that particular clause, as you understocd it at 24 the time, was intended to include an indemnification 95
1 Wilson 109 2
and hold harmless to B & W for on-site Met Ed-owned
.(k/
property in the event of a nuclear incident?
3 4
A No.
5 Q
You have no recollection that it does 6
not cover on-site Met Ed-owned property?
7 MR. KLINGSBERG:
I object to the form 8
of that question.
9 Q
You may answer it.
10 A
No.
11 Q
Do you recall at any time being aware 12 of negotiation between B & W and Met Ed specifically 13 with respect to that language, the language of 0
18.07
(_/
14 Sec' tion 15 A
No.
l 16 Q
Are you aware that Met Ed requested l
1 l
17 B & W to eliminate the language reading "regardless 18 of fault or negligence when resulting from nuclear 19 incident or hazards"?
20 A
No.
l 21 Q
Do you have any recollection of B & W l
22 insisting that language be inserted in the contract?
l 23 A
No.
24 Q
You never had any discussion with anyone
^T 25 concerning those negotiations?
(D i
1
1 Wilocn 110 2
A I don't recall.
O(-)
Q Did Mr. Guerin ever mention that to you?
3 4
A I don't recall.
)
5 Q
And you have no recollection of discussing G
with Mr. Guerin the negotiating position to be taken i
7 with B & W regarding this particular clause?
8 A
No.
9 Q
Look..at 15.0 labeled " Indemnity-trainees."
10 Do you recall seeing these provisions?
And in 11 specific, I am interested in 15.2.
12 A
I recall these provisions, but more specifically 13 15.1.
14 Q
Let me read 15.2 into the record so that 15 we will have it.
16 "The company shall not, in any manner, 1
17 be held liable for, and shall be indemnified 18 and held harmless to purchaser from and against 19 any and all liability for claims, suits, 20 judgments, and expenses (including expenses 21 of litigation and/or settlement connected 22 therewith) with respect to damage to or loss 23 of Property and bodily injuries (including 24 death) occurring at any time and from whatever 25 cause sustained by any person or persons t
1
1 Wiloon 111 2
(including without limitation, the trainees hereunder, and any and all of their respective 3
4 heirs, successors, and assigns) and arising
~)
ut of or connected in any manner with any act, 5
6 omissions or' failures of or connected in any 7
manner with any acts, omissions or failures g
~
to act on the part of any of the same 9
individuals, jointly or severally, in the 10 course of seeking such licenses as may be applied for and in the course of the operation 11 12 of cny nuclear reactor. "
13 Do you have any review that you made of C)
(
14 section 15.27 15 A
I recall reviewing it, yes.
16 Q
Did you have an understanding of what 1
17 it meant at the time?
18 A
To the best of my recollection, I did.
19 Q
What was your understanding?
A That Metropolitan Edison Company was indemnifying 20 og and holding harmless Babcock & Wilcox with respect 22 to certain damages or loss which might occur to 23 individuals, including the trainees, while they were 24 seeking their licenses and operating a nuclear
/~
25 reactor.
O
1 Wilson 112 2
Q You say "and operating a nuclear reactor"?
()
(_
A Right.
There is a conjuctive there,"and."
3 4
Q Did you at any time ques tion what was
)
the meaning of the words "any person or persons" as 5
6 used in the phrase in the middle of the section?
7 A
I'm not sure what you mean by " question."
8 Q
You see the language in the middle 9
that says, " established by any person or persons" 10 wh'ich follows a description of the various kinds 11 of losses that are covered by this clause.
12 My question is, did you question the 13 wording that was used there?
(
MR. KLINGSBERG:
The witness said, 14 15 "What do you mean by ' question.'"
You mean 16 ask somebody a question.
1 17 MR. WISE:
Ask somebody or have a doubt i
l 18 in your mind or seek clarification from some i
19 other person.
I 20 MR. KLINGSBERG:
Wait a second.
I object 21 to the question because I think to ask somebody 22 a question is a different question from having a 23 doubt in your mind.
24 I think you ought to ask one question at
(~T 25 a time.
\\_J
1 Wilson
.113 Q
Did you ever have any discussions with 2
3 anyone concerning what was meant by "any person or 4
persons"?
5 A
Not that I recall.
6 Q
Did you have any question in your 7
mind, any doubt in your mind as to what was meant 8
by that language?
9 4
I don't recall any doubt.
10 Q
As you understood this provis ion at the 11 t'ime, did it cover Metropolitan Edison's property 12 which might be damaged by something an operator 13 might do in the course of operating a nuclear reactor, I
s/
14 something an operator might do or fail to do?
15 A
I think I would have to review the other 16 portions of the contract that relate to indemnity i
17 and waiver to see how that subject matter is treated.
18 Q
At this time you don't have any 19 independent recollection of that, any understanding 20 that you had one way or the other?
21 A
At this time my recollection is that it would g
22 not have included Metropolitan Edison Company property, 23 because it was -- as the trainees,and there were other 24 provisions in here which would have given me more
(~d) 25 general understanding as to the contract intent.
k
1 Wilson 114 g
Q Is there something else you need to review in order to be able to more fully respond 3
4 to the last question?
)
5 A
My recollection is that this was not intended 6
to treat the property of the contract parties.
7 Q
What is the basis of your recollection?
8
'A It is unusual to see the words "pers on or 9
Persons" here without defining as to by reference 10 or somehow incorporating the contracting parties.
11 Q
Is it your testimony that the words 12
" sustained by any person or persons" excludes Met Ed?
13 A
Met Ed is not a person
()
14 Q
Do you understand those terms to be 15 limited to individual human beings as opposed to 16 corporate entities?
1 17 A
It is the general use of the word " person."
l 18-Q Is that your understanding with respect 19 to this particular clause at the time you were 20 negotiating it as an attorney admitted to the bar 21 in Pennsylvania?
22 MR. KLINGSBERG:
I object to the form l
23 of that question.
Are you implying that if l
24 you are a member of the bar, you would not l
25 interpret the contract that way?
That is O
,--c----
r--,m
-m
1 Wiloon 115 2
Perfectly absurd.
f%
=(,)
MR. WISE:
I think the witness is a 3
4 lawyer and I think we should get an answer from him that incorporates not a layman's 5
6 definition of the word " person" or " persons,"
but the extent to which he understood as a member 7
8 of the bar, the use of the word " person" or 9
" Persons" in the legal contracts.
10 I just wanted to make it clear if his 11 testimony is that at that time, he thought 12 that the use of the term " person" or " persons "
13 in a legal document of this sort referred to i
14 nly individual human beings, I suppose the record will stand with that testimony.
15 l
16 MR. KLINGBERG:
He is testifying about i
17 this particular contract, as I understand it, i
18 and not the contract of this sert.
l 19 Q
Was that your understanding, Mr. Wilson, those words referred to only individual 20 human beings?
21 A
In the context of the indemnity clause we 22 i
are looking at now which relates to trainees, 23 i
activities of individuals and.specifically incorporating l
24 l
25 the trainees who are individuals and with the 1
Wilocn 116 1
2 understanding that the parties could have attributed any meaning they wanted to to the words "pe rs on "
3 or " Persons" in the definition clause as is done in 4
')
statutory language where they define "pe rs on s " as 5
s(
6 including any entity, government as body, corporation 7
or person, looking at this one clause, yes.
8 Q
And you thought that B & W was only asking here for an indemnity with respect to
- 9 10 Property owned by individuals and really didn't have 11 in mind Met Ed property?
That is really what you 12 thought at the time?
Is that your testimony?
MR. KLINGSBERG:
I object to the form 13 g4 of the question.
The testimony is what the 15 testimony is.
A I can't read into it'that it would exclude 16 1
17
'other corporate entities outside those that were 18 privy to the contract, but I can't include them within the class included.
19 20 Q
What about Met Ed, are you putting them into a separate category?
21 h
A A
separate category as to what?
22 23 Q
Y u said you can't exclude other corporate entities besides the contracting parties.
Met Ed 24 was one of the contracting parties.
O 25 i
1 Wilocn 117 L
!\\;.
2 Do you have some basis for excluding Met A 'c (q
x I
_/
Ed from the phrase "any person or persons"?
3
=
e 4
A We.are dealing with an indemnity clause and
')
{
'1 5
not a waiver clause.
If it was the intent to 6
include Met Ed's property in this clause, I would 7
say that would have been more appropriately handled
.8
'by the parties as a waiver and not an indemnification 9
as I understand those clauses to apply.
10 Q
Putting aside what would have been, 11 what in your belief might have been the most 12 appropriate way of handling this particular matter?
13 Did.anyone ever state to you that Met Ed was not 10
(_)
14 included under the terms "any person or persons"?
15 A
No.
16 Q
Did you ever make any effort to clarify 1
17 either yourself or through whoever was negotiating 18 with B & W the meaning of the words "any person 19 or persons"?
20 A
As I stated earlier, I don't recall.
21 Q
Do you recall being concerned that 22 someone might construe this particular language 23 to include Met Ed-owned property?
24 A
No, because it didn't say " Met Ed-owned
.(~T 25 property."
\\)
I
,a 1
Wilcon 118
's 2
Q Were you concerned anyone might construe Ed wi,tbin 3
"?ny person er persons" to include Met Nm/
s 4'
the gcoup defined as "anysperson or persons"?1 5
A No, Met Ed would not indemnify B & W'for 6
the loss of its own property.
It would waive'any
(*
fi
.,7 rights it would have with respect to recove'ry, but a
8
- it wouldn 'i~ indemnify' them.
S S
4 g g Q
The top line says, "The company shall 10 not in any manner be held liable for."
What is 11 your belief as a lawyer that Met Ed and B & W 12 would agree in a contract that B & W would not be 13 liable for loss of third-party properties?
14 MR. KLINGSBERG:
It says "for" and not 15 "to."
i 16 A
I need the whole question read.
1 17 Q
Looking at the first line in 15.2, s
18,
"The company shall not in any manner be hold liable 19 for," and going on with the rest of the clause
'r' 'g arding the kinds of property and so on.
e a
20 21 My understanding of your testimony
/
22 is that you thought that "any person or persons"
^
23 excluded Met Ed.
it your
' 24 My question'now is, was
.. r~h
'25 understanding as a lawyer that by centract B & W J
k_)
l
1 Wilson-119 2
and Med Ed.could alter the rights of third parties 3
to hold B & W liable for damages?
4 MR. KLINGSBERG:
I object to the form l
5' of the question.
You are juxtaposing apples 6
and oranges.
7 Q
Do you understand the question?
8 A
Yes.
9 MR. KLINGSBERG:
It is argumentative.
10 THE WITNESS:
May I answer?
11 MR. KLINGSPERG:
If you can.
12 A
I read that as part of the total indemnification 13 package as being indemnified and held harmless.
14 Q
Are you familiar with the Price Anderson 15 Act?
16 A
Somewhat.
17 Q
Do you know generally what its intended 18 to do?
i 19 A
Yes.
l 20 Q
Ia it your understanding that the Price 21 Anderson Act provides insurance with respect to g
22 nuclear incidents and property and personal injury l
l 23 damage resulting from those incidents?
I 24 A
It sets up a scheme which has as a part, l
{J~}
25 insurance.
l
I wilson 120 2
Q Indemnification by the federal government
(/
)
N-is the other way?
3 4
A Yes.
5 Q
And I believe there is a limitation on 6
total liability.
7 A
Yes.
8 Q
So long as Price Anderson is in effect, 9
isn't it correct as a result of'a nuclear incident 10 there is coverage under Price Anderson for all 11 third-party claims?
12 A
That is not correct.
13 Q
What types of third-party claims would 14 not'be covered by Price Anderson resulting from a 15 nuclear incident, to your knowledge?
16 A
There are: gaps in the coverage distinguishing i
17 between personal injury and bodily injury.
Th e r.e is 18 a question as to whether or not the governmental 19 indemnity layer responds to punative damages and 20 things of that nature.
T 21 Q
Anything else besides punative damages and J
22 this other that you mentioned which I will ask you 23 to explain in a moment?
24 MR. KLINGSBERG:
What do you mean by
(~
25 "anything else"?
N '))
1 Wilson 121 1
2 MR. WISE:
I want to find out what the a
s/
3 gaps are that this witness believes exist in 4
the Price Anderson Act.
He has mentioned two.
5 I wonder whether he has any others in mind.
6 A
Without reviewing it, I don't recall any.
7 Q
With respect to punative damages, you 8
didn't think this clause was intended to make Met 9
Ed liable for punative da, mages that might be 10 assessed against B&
W, did you?
11 A*
I don't think I thought about that.
12 Q
Did you think this clause was intended 13 to do anything?
14 A
Yes.
15 Q
Let me ask you about section 18.0.
Did 16 you think that clause was intended to have any effect?
n 17 A
Yes-(
18 Q
What claims was that going to cover in 19 the event of a nuclear incident not already covered 20 by Price Anderson?
21 MR. KLINGSBERG:
I object to the form 22 of that question.
I object to the assumption 23 in the question.
24 A
With respect to a nuclear incident or hazard?
25 Q
Yes.
'\\
1 Wilson 122 2
A There was considerable concern as to whether
/~T
' (_/
or n t Price Anderson would remain in effect.
Offhand 3
4 I can't state what it int' ended to cover, that Price 5
Anderson didn't cover, assuming Price Anderson was 6
still in effect.
i j
7 Q
Do you know whether there is any 8
provision in Price Anderson to the effect that if 9
an operating license in granted at.the Price Anderson is 10 in effect, such coverage 'shall remain regardless 11 of future changes by coming or possibe repeal by
'12 Price Anderson?
13 A
I don't recall that but the question of Price
(~N
! (,)
14 Anderson was also challenged as to constitutionality 15 and I don't recall the date that that case was i
i 16 fin. ally decided.
a j
17 Q
Is it your understanding that the indemnity 18 clause insofar as it' purports to cover nuclear incidents 19 was intended to simply be a backstop for Price Anderson?
20 A
I don't recalf what my thinking was in 21 relationship to Price Anderson at the time this was 22 written'.-
23 Q
Did you have any concern upon reviewing 24 Defendants' Exhibit 215 as to whether there was anything
[
25 in here that might prevent Met Ed from recovering from 1\\.
1 Wilson 123 B & W in the event of a nuclear incident causing 2
damage to Met Ed's property after reading Section 18.0?
3 A
I don't recall if I had such a concern.
4
-)
5 Q
Did you read Section 17.0 on the same 6
Page relating to consequential damages at the time that you reviewed this contract?
7 8
A I'm sure I did.
9 Q
Did you have an understanding of it at 10 the~ time?
11 A,
I believe I did.
12 Q
Did you have any discussions with anybody 13 ab ut it aside from the one discussion that you g
mentioned earlier in which you and counsel consulted 15 ab ut it and you cannot now recall the substance 16 f ID7 17 A
I don't recall my understanding at that time.
18 Q
Did you have any' objection to this clause?
19 A
I don't know.
r 20 Q
Y u have no recollection?
f A
No.
21 22 Q
Would you look at clause 16.0 which is titled " Warranty Disclaimer" and reads as follows 23 24 in solid cwps, " Warranty Disclaimer:
No warranty of any kind, whether statutory, written, oral, or n.
0 O
\\'
1 Wilson 124 implied (including warranties of fitness and 2
b
\\_/
mer hantability) shall apply."
3 Did you read that at the time?
4
)-
A I D*11*V* I did*
5 6
Q Did you understand what it meant?
A I believe I did.
7 8
Q Did you have any discussions with anybody concerning that particular section?
g 10 A
Not that I recall.
2 Did you understand that to be a disclaimer 11 i
12 of all warranties?
A Yes.
13 s
I p
MR. WISE:
I would like to next mark as j
g4 y
Defendants' Exhibit 223, a copy of a draft of 15 16 contract between Met Ed and B & W.
This draft n
is dated October 23, 1974 and it relates to 17 ig the long-term contract for TMI operator 19 training and I believe it is the first draft in the series that eventually led to Exhibit 215.
i 20 MR. KLINGSBERG:
It says " Proposal."
21 MR. WISE:
Right.
If you compare it with
- 2 l
Exhibit 215, you will notice that 215 has the 23 l
same proposal number and begins with the first l
24 date of October 23, 1974 and that indicates l
25
,)
1
1 Wilson 125 2
a series of revisions.
The one signed Exhibit 215 O
k.,/
was revision C, which was done or revised on 3
4 March 7, 1975.
5 At least that is what the face of the 6
exhibit indicates.
7 MR. KLINGSBERG:
.It is conceivable this i
8 was the original proposal rather than what you 9
call the draft.
10 MR. WISE:
A draft submitted by B & W, 11 in any event.
12 (Copy of draft contract between Met Ed 13 and B & W dated October 23, 1974 was marked 14 Defendants' Exhibit _223 for identification, as 15 of this date.)
16 Q
Mr. Wilson, do you have any recollection i
17 of seeing this first proposal submitted by B & W for 18 the training contract?
19 A
No.
20 MR. WISE:
I would like to next mark 21 as Defendants' Exhibit 224 a copy of a letter 22 from Mr. Heller of B & W addressed to Mr.
23 Guerin of Met Ed dated February 4,
1975 with 24 an attachment which is another proposal or another 25 draft of the training contract.
This one is
~~
1 Wilson 126 2
marked " Revision" and bears the date on the O(_)
first page, " Revised October 3, 1975."
3 4
MR. KLINGSBERG:
Is this also from B & W7 5
6 MR. PU:
Yes.
That is the' number that 7
we stamp contract documents with.
8 (Copy of letter from Mr. Heller of B & W addressed to Mr. Guerin of Met Ed dated g
10 February 4, 1976 with attachment was marked 11 Defendants' Exhibit 224 for identification, as 12 of this date.)
13 Q
Mr. Wilson, have you seen Exhibit 224 14 prior to today?
15 A
I don't recall.
16 Q
Would you look at the letter, cover a
17 letter that accompanies the draft?
You will notice 18 a-list of people who received carbon copies:
Mr.
19 Herbein, Mr. Seelinger, Mr.
J.C.
Rogers, who was aB & W individual, apparently, or at least so 20 indicated on the copy of the letter.
That may be 91 22 a misprint for L.C.
Rogers.
23 Mr. D.E. Hetrick and L.L.
Lawyer.
24 Does that help to refresh your recollection 25 as to who was involved in the negotiation of the 1975 O
I wilson 127 2
training contract aside from obviously the addressee 3
f the letter who was Mr. Guerin?
4 A
It doesn't change my recollection.
I already
~)
5 testified that I had dealings with Mr. Seelinger.
6 MR. WISE:
LetEme next mark as Defendants '
7 Exhibit 225, a letter dated February 24,,1976,
- ^
8 again from Mr. Heller to Mr. Guerin.
It appears 9
to be the same letter.
However, the "re" line 10 speaks of B & W proposal, a 4-61 (Revision B).
11 We don't seem to have Revision B attached to it.
12 This appears to be the next in the series.
13 Q
Would you look at the carbon. copy list
()
14 on the second page of the exhibit?
15 (Letter dated February 24, 1976 from 16 Mr. Heller to Mr. Guerin was marked Defendants' 17 Exhibit 225 for identification, as of this date.)
18 Q
Do you note that your name has been added 19 to the list of the people receiving carbon copies?
20 A
Yes.
21 Q
Do you recall receiving a copy of this 22 letter in or about February of 1975?
23 A
No.
24 MR. WISE:
Next in order, Exhibit 226, 25 again, the same letter from Mr. Heller to O
m r
.y-_.
~,-,...m..,,--,,---,,r-s.,
,---r-
1 Wilcon 128 2
Mr. Guerin.
However, this particular one, (T
\\,,/
the "re" line has been changed to recite 3
4 4
"B" and with proposal number A4-61 (Revision C)
~)
5 and is dated March 7,
1975.
And it has 6
attached to it a copy of the proposal which 7
I believe has not been executed and otherwise 8
is virtually identical to the copy which we 9
have marked as Defendants' Exhibit 215 which 10 is an executed copy of the agreement.
(Letter from Mr. Heller to Mr. Guerin 11 12 dated March 7, 1975 was marked Defendants' 13 Exhibit 226 for identification, as of this date.)
14 Q
Would you look at the'second page of l
15 the cover letter on top of Defendants' Exhibit 226 i
16 and in particular, the list of recipients of carbon a
l 17 copies.
Again, is it correct that your name ppears 18 on the list?
19 A
. Correct.
20 Q
Do you have any information as to how ot it was communicated to Mr. Heller to include you h
22 on the list of carbon copy recipients?
23 A
No.
24 Q
Did you make any request to be included?
~
25 A
Not that I recall.
l
Wilson 129 1
1 2
Q Do you know if anyone else did on your OU behalf?
3 N
4 A
Not to my knowledge.
MR. WISE:
Let me mark one additional 5
document.
This will be Defendants' Exhibit 227 6
and it is a copy of a memo draft to Messrs.
7 8
Arnold and J.G.
Miller by Mr. Hetrick dated 9
February 28, 1975.
(Copy of memo drafted to Messrs. Arnold 10 11 and H.G. Miller to Mr. Hetrick dated 12 February 28, 1975 was marked Defend. ants' 13 Exhibit 227 for identification, as of this date.)
\\
14 Q
Do you recollection Exhibit 2277 I
would refer you to the second page, a list of carbon l
15 I believe.
16 copy recipients which includes your name, 17 A
Yes.
18 Q
Is this a copy of a memo that you 19 received?
20 A
I believe so.
21 Q
I note that the subject of the memo is
,])
on the B & W simulator training contract proposal, A4-61.
The author of the memo states that, I
23 24 "The contract has been reviewed by John Wilson, 25 Bruce McCutcheon, Jim Seelinger and myself and we all
1 Wilson 130 2
feel it is a good contract."
3
_Is it correct as of February 28, 1975, 4
you had reviewed the Revision B to the training 5
contract?
6 A
Apparently so.
7 Q
Who is Mr. McCutcheon?
8 A
I don't know.
9 Q
You never heard of him?
10
~ A The name is familiar, but I can't picture 11 a' face or a position with it.
i 12 Q
Did you believe that the training contract 13 was'a good contract?
(./
14 A
No.
15 Q
Did you write Mr. Hetrick any memo in 16 response to his memo?
17 A
Not to my recollection.
18 Q
Did you write Mr. Arnold or Mr. Miller 19 a memo concerning the subject of Mr. Hetrick's memo?
20 A
Not that I recall.
21 Q
Did you express your disagreement with Mr.
)
22 Hetrick's statment which I quoted into the record, 23 to anyone?
24 A
My recollection is that I was uncomfortable 25 with.the statement and talked to Robert Heist, Esquire,
s, i
131 Wilson 1
?'
i 2
about it.
s/
What made you uncomfortable about it?
Q M
3 I would never characterize that type 0.~=
4 A
Because of contract as a good contract.
5 6
Q Why not?
MR. KLINGSBERG:
We are getting into the
.W 7
Heist and it area of his discussion with Mr.
8 i
is conceivable that may be related to rendering
,,p 9
cause a problem.
of legal advice which might b'
10 I don't know enough to make a judgment
,b 11 12 at this point.
13 Q
Wat it legal advice that you and Mr.
N_/
Heist were discussing?
p 14 i
15 A
Yes.
I MR. WISE:
I take it you would object 16 to the witness answering that on the attorney-17 18 client privilege basis?
MR. KLINGSBERG:
Well, I might.
19 Heist?
What was your discussion with Mr.
20 Q
MR. KLINGSBERG:
I would have to explore
.h 21 based on the I
22 with the witness whether or not, this was.something which I think is 23
- facts, i
something which would fall within the privilege.
j 24 25 MR. WISE:
I don't want to waste a lot
)
r_
._,-.-7..,m_
.-.z._.y.
1 Wilson 132 2
of time.
I just want it on the record that
(,s 3'
this is an attorney-client material --
4 MR. KLINGSBERG:
I will object and if 5
it turns out on subsequent discussion with 6
the witness that I don't think it is privileged, 7
we will go back and we can have it again.
For 8
the present, I will object to it.
9 Q
Would you look now at Defendants' 10 Exhibit 223 and in particular, clause 18.0 at
^
11 page 8.
This is the agreement, the first draft 12 of the agreement dated October 23, 1974.
13 Now would you lay aside that.
Exhibit 224 g
k-14 which is Revision A to the draft bears the date 15 January 3,
1975.
Would you turn to the very same 16 provision, Section 18 relating to indemnity which 17 appears again at page 8 of the later draft.
18 You will note that the first sentence 19 has been altered.
The B & W draft in the final i
20 part of the sentence states, after describing 21 various types of losses and damages that are
])
l 22 covered by the indemnification and hold harmless i.
23 by Met Ed, it states, "resulting from this 24 transaction or work performed hereunder, regardless
(
25 of negligence or fault."
133 Wilson 1
{..
t 4
You will note that that has been changed
<s 2
the Revision A which is Exhibit 224, so that that in
.r:-
3 4
language following the phrase "whether or not owned i
by purchaser" reads, in the later draft, "resulting 5
from this transaction or work performed hereunder 6
7 when due to other than the negligence or fault of i
8 tlua company or regardless of fault or negligence 9
when resulting from nuclear incident or hazards."
.r 10 Looking at those two drafts side by i
11 side, does that help refresh your recollection in
~
12 any way as to any discussions or negotiations between 1
13 B & W regarding that particular language?
(
14 A
That I may have had with B & W7 l
I f
15 Q
That you aither personally had or that i
l 16 you heard about from somebody else.
Do you have l
17 any knowledge about the communication between B & W i
j 18 and Met Ed that resulted in the change from Exhibit 19 223 to 224 in the particular language that I have 20 quoted?
21 A
Looking at the two drafts side by side, I believe h
22 I did have a comment with respect to the indemnity 23 language on one of the drafts.
This may reflect 24 in part, that concern.
25 Q
What is your recollection of what your
,e
,n-
1 Wilson 134 2
comment was and to whom you made it?
O n
\\-)
3 MR. KLINGSBERG:
First, could we 4
MR. WISE:
I will take it one at a time.
5 I was just trying to speed things up.
6 MR. KLINGSBERG:
Let's take to whom the i
7 comment was made.
8 Q
To whom did you make the comment?
9 A
It would have been to in-house personnel, whoever 10 provided the contract to me for review.
11 MR. KLINGSBERG:
Was that in the context 12 of rendering legal advice?
13 THE WITNEAS:
It would have been.
O(_)
14 MR. WISE:
I take it you would object 15 to my question as to the substance of the 16 comment?
-t 17 MR. KLINGSBERG:
May I have a moment, 18 please?
19 (Discussion off the record) 4 20 MR. KLINGSBERG:
I press the objection 21 on that.
22 Q
Did anyone ever tell you of any 23 conversations that were had with B & W regarding 24 your comment or this particular change?
{~}
25 A
I don't recall.
m
1 Wilson 135 i.
2 MR., WISE:
I would like to have marked
{
[\\
\\_/'
3 as Defendants' next-exhibit in order which I 5.;
4 guess is 228, a set of handwritten notes of
)
5 unidentified origin produced to us by Met Ed's y._
6 counsel.
7 (Set of handwritten notes of unidentified 8
origin produced by Met Ed's counsel was marked s
9 Defendants' Exhibit 228 for identification, as g
10 of this date.)
11 Q
Mr. Wilson, are you able to identify 12 for us who prepared these notes?
- g..
13 A
No.
x_)
14
~ Q You do not recognize the handwriting?
p
~15 A
No, I don't.
16 MR. WISE:
Let me have marked as 1
17 Defendants' Exhibit 229 another set of 18 handwritten notes, again unidentified, produced 19 by counsel to plaintiffs.
While they are not 20 specifically titled, from the text of the notes, 21 I have assumed that they relate to the 1975 22 training contract, although that may or may 23 not be correct.
It certainly does appear that 24 the various numbered comments do correspond
(~}
25 rather neatly with the clauses as they appear
\\/
1 l
l
1 Wilson 136 b
j ',
,2 in the training contract.
That is the basis (C
C'~
\\"
for my assumption.
3 4
(Set of handwritten notes, unidentified,
.yp 5
produced by counsel to plaintiffs were marked 6
Defendants' Exhibit 229 for identification, 7
as of this date.)
g 8
Q Mr. Wilson, are you familiar with t
9 Exh'ibit 229 or whose notes or comments those may
' 10 be?
p 11 A
No.
- 3. -
12 Q
I note on the second page of this
- .g.,
p.
13 there.is a listing of names midway down in the page t
(V numbers to the left of the names, y,
h 14 with some s
e-i 15 Are you familiar with who these 16 various individuals are?
Obviously there is a W
17 notation of a ".Wil s o n " with a number 6 next to it..
18 Does this cast of characters help in f
19 any way identify the particular transaction to 3
- 20 which these notes relate?
r 21 A
This list standing alone wouldn't help identify 22 any particular contract.
You also asked if I 23 recollected it and I recollect all the names, although 24 I'm unsure which Miller is referred to.
25 Q
Who is Mr. Colity?
A It's Colitz with a "Z."
.---.-.-m.
-m,w-
,.w.m.,m_.-.-,_..,-,,-.,,,,y,
---w,,,,-_-yy--y.,_--g-y- -, -, _ _ _ - _,,., _, _, - -,, - - - + -. - - -... _, _,. _ -, _
1 Wilson 137 4
2 Q
I'm sorry.
3 A
He was in the Production Department at 4
Metropolitan Edison Company.
I don't know what
)
5 capacity he held over the years.
6 Q
Are you familiar with Mr. Seelinger's 7
handwriting?
8
~
A No, I'm not.
9 MR. WISE:
We have no further questions 10 of Mr. Wilson at this time.
11 MR. KLINGSBERG:
Let's take a short 12 break to consider any cross-examination.
13 MR. KLINGSBERG:
I have explored with 14 the witness the two questions which we had 15 a possible attorney-client question on and 16 the first question, I have ascertained that 17 it was probably an internal corporate political l
18 discussion rather than legal advice, so I will l
l 19 permit the witness to answer.
i l
20 And the second one as will be apparent
{
21 from what I think the witness will answer, I 3
l J
22 have insufficient information to make a 23 judgment that the information transmitted was 24 the transmission of legal advice and hence, 25 privileged.
,.-,.,,--<,,,-,-,,n
,e
,,,,,,,r
--r--,---,,e-,
-,, - ~,, - - -
-n.
,-------e-y wu
1 Wilaan 138 2
So if we can have the usual understanding 3
that we are not waiving any other privileges, 4
I will Permit the witness to answer those two 5
questions.
6 MR. WISE:
I remember the first one.
7 I am not so sure I remember the second one.
8 The second question related tohis comment 9
concerning the consequencial damage clause, 10 if I remember.
And I believe the question 11 was --
12 BY MR. WISE:
13 Q
What was the substance of your comment?
%/
14 A
I don't recall.
15 MR. KLINGSBERG:
I do not think it was 16 the consequential damages.
I think you showed i
17 him two versions of the indemnity clause and 18 you asked him if he recalled commenting on 19 that and he said he did, and then the question 20 was, "What was the comment?"
21 Q
Now that we have got that straightened 22 out, what was the substance of the comment that 23 you made with respect to the indemnification clause l
24 I
and in specific, the change or the relation of the
(
25 change that was made between the drafts that I read
1, Wilson 139 2
to you?
O A
I d n't recall.
3 MR. KLINGSBERG:
The other one was 4
off the record.
5 6
(Discussion off the record) 7 Q
Your attorney reminded me of the other 8
question which was with respect to a comment in 9
E,xhibit 227.
Mr. Hetrick's meme to Arnold and 10 Millerlof February 28, 1976 in which Mr. Hetrick 11 states that a number of people, including Mr. Wilson, 12 have looked at the contract and believe it is a 13 good contract.
You testified that you did not 14 agree with that statement insofar as you imply 15 you thought it was a contract and you made a 16 comment to Mr. Heist.
i 17 The question is, what was the substance 18 of your conversation with Mr. Heist on that subject?
19 A
My recollection of the conversation with 20 Robert B.
Heist was whether or not I should respond
')
21 to the Hetrick memo because it chcracterized my 22 having said it was a good contract.
I didn't feel 23 that I could so characterize that contract.
24 Mr. Heist was of the opinion that 25 because of internal politics, I should not respond
()
p f
Wilcon 140 1
l- -
2 2
to the memo.
[.
Q Is that to the extent of your recollection 3
j.-
about.your conversation with him?
4 A
Yes.
5 MR. WISE:
Let us mark as Defendants' 6
Exhibit 230 a proposal for the TMI operator 7
8 training.
This happens to be Revision B 9
which was the missing proposal from the series.
10 It is dated February 24, 1975 and marked 1
s
" Revision B."
Unfortunately we do not have 11 12 a bunch of copies here, but I do not want show ask any questions other than to simply 13 to G
14 it to the witness and to ask him if this appears 15 to be the contract that was transmitted with Exhibit 225 which is the cover letter dated 16
- i 17 February 24, 1975 which references Revision B 18 and which has Mr. Wilson indicated as a 19 recipient of a carbon copy.
(Proposal for TMI operator training 20 dated February 24, 1975 and marked " Revision B"
)
21 marked Defendants' Exhibit 230 for 22 was 23 identification, as of this date.)
24 Q
The only question I have now is whether, 25 looking at that, Mr. Wilson, if you have any reason to
(
~
i 1
Wilson 141 2
doubt that this is the Revision B that was sent with Exhibit 225, the cover letter of February 24, 3
4 1975?
i 5
A I have no reason to say it is or isn't.
6 MR. WISE:
We will make some copies and 7
distribute them to you.
t 8
I have no f urther questions of Mr.
Wilson.
9 1
10 MR. KLINGSBERG:
We have no questions.
11 (Time noted:
4:50 p.m.)
12 ooo 13 John F.
Wilson O
I 14 15 Subscribed and sworn to i
16 before me this f
'}
17 day of 1981.
18 4
19 20 2'
.)
22 23 24 l
25
(~)
P l
n.
--,-,.,,---,,,---.--..,-,,.,-,,,-~,,n
., -,,... - ~ ~...
..-.,,-,.,- - ~.-,-,,, _.--,-- - - -.--,,,_ -
.-,.n.-
I 142 gE[ggFggggE 2
3 STATE OF NEW YORK
)
- ss.:
4 COUNTY OF NEW YORK )
6 I,
nnsore c,on.in
,a 7
Notary Public within and for the State of New York, 8
do hereby certify that the foregoing deposition 9
.of John F.
Wilson Was taken before 10 me on July 21, 1981 j
11 That the said witness was dul'y sworn 12 before the commencement of his testimony and 13 that the within transcript is a true record of said 14 testimony; 15 That I am not connected by blood or 16 ma{riage with any of the parties herein nor 17 interested directly or indirectly in the matter in 18 controversy, nor am I in the employ of any of the 19 counsel.
20 IN WITNESS WHEREOF, I have hereunto set day of
((/$/l 6
/,fk
.- }
my hand this 21
.: s t
29 O
\\
g i-(
Wtd'/M 23 v
dEU M /'-
24 v
Robert Capuze 1. o
(
,CT 25 V
-,; e n..v j43 e
I NDEX Witness Page John F.
Wilson 3
oOo i
~
E XH I B I T S 1
Defendants' For Ident.
I l
l 213 Copy of resume 4
, 214 Copy of master service contract between B & W
(
and Met Ed dated March 27, 1975 32 215 Copy of long-term training contract 36 i
N 216 Copy of master contract for engineering and i
technical services
(
between B & W and Met Ed 40 217 Copy of letter agreement l
dated March 20, 1978 between Babcock &
f Wilcox and Metropolitan Edison Company 71 218 Copy of document marked
" Draft" dated February 28, 1978 73 O
4 I
.. ~
. ~. - -. - -... - - - -. -. -.. -
'144:
E XH IB I TS (continued)
((_S)-
Defendants' For Ident.
219 Copy of letter dated
~}
March 20, 1978 from Mr. Wilson to Mr.
Mullin of Babcock &
Wilcox 74 220 Copy'of letter dated March 6, 1976 from Mr. Mullin of B & W
^
addressed to Mr.
Wilson 75 221 Letter dated February 25, 1977 from Mr. Jones at B & W addrdssed to Mr. Arnold at Met Ed and attachment in form of two-page agreement with one-page
()
exhibit 76 222 Copy of undated letter prepared for signature of Mr. Arnold directed 1
to B & W and one-page exhibit marked Exhibit A 78 223 Copy of draft contract between Met Ed and B & W dated October 23, l
1974 125 l
224 Copy of letter from l
Mr. Heller of B & W
\\)
addressed to Mr. Guerin of Met Ed dated l
February 4, 1976 with attachment 126 I
f\\
V 6
145 I
EXH IB I TS (continued) 3 Defendants' For Ident.
225 Letter dated February 24, 1976 from Mr. Heller to i
Mr. Guerin 127 i
226 Letter from Mr. Heller to Mr. Huerin dated March 7, 1975 128 227 Copy of memo drafted to Messrs. Arnold and i
H.G.
Miller to Mr.
Hetrick dated February 28, 1975 129 228 Set of handwritten notes of unidentified origin produced by Met Ed's counsel 135 229 Set of handwritten notes, unidentified, produced by counsel to plaintiffs 136 W 230 Proposal for TMI operator training dated February 24, 1975 and marked j
" Revision B" 140 000 a
+.
s J
-