Air & Liquid Systems Corp. v. DeVries

Summary

In the maritime tort context, a product manufacturer has a duty to warn when its product requires incorporation of a part, the manufacturer knows or has reason to know that the integrated product is likely to be dangerous for its intended uses, and the manufacturer has no reason to believe that the product’s users will realize that danger.

Text

1 (Slip Opinion) OCTOBER TERM, 2018 
Syllabus 
NOTE: Where it is feasible, a syllabus (headnote) will be released, as is 
being done in connection with this case, at the time the opinion is issued. 
The syllabus constitutes no part of the opinion of the Court but has been 
prepared by the Reporter of Decisions for the convenience of the reader. 
See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337. 
SUPREME COURT OF THE UNITED STATES 
Syllabus 
AIR & LIQUID SYSTEMS CORP. ET AL. v. DEVRIES, 
INDIVIDUALLY AND AS ADMINISTRATRIX OF THE ESTATE 
OF DEVRIES, DECEASED, ET AL. 
CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR 
THE THIRD CIRCUIT 
No. 17–1104. Argued October 10, 2018—Decided March 19, 2019 
Petitioners produced equipment for three Navy ships.  The equipment 
required asbestos insulation or asbestos parts to function as intend -
ed, but the manufacturers did not always incorporate the asbestos 
into their products.  Instead, the manufacturers delivered much of the 
equipment to the Navy without as bestos, and the Navy later added 
the asbestos to the equipment.  Two Navy veterans, Kenneth McAfee 
and John DeVries, were exposed to asbestos on the ships and devel-
oped cancer. They and their wive s sued the manufacturers, alleging 
that the asbestos exposure caused the cancer and contending that the
manufacturers were negligent in failing to warn about the dangers of 
asbestos in the integrated products. Raising the “bare-metal de-
fense,” the manufacturers argued th at they should not be liable for 
harms caused by later-added third-party parts.  The District Court 
granted summary judgment to the manufacturers, but the Third Cir -
cuit, adopting a foreseeability approach, vacated and remanded. 
Held: In the maritime tort context,  a product manufacturer has a duty
to warn when its product requires  incorporation of a part, the manu-
facturer knows or has reason to kn ow that the integr ated product is 
likely to be dangerous for its in tended uses, and the manufacturer 
has no reason to believe that the product’s users w ill realize that 
danger.  Pp. 4–11.
(a) Tort law imposes a duty to exercise reasonable care on those 
whose conduct presents a risk of ha rm to others.  That includes a 
duty to warn when the manufacture r “knows or has reason to know” 
that its product “is or is likely to be dangerous for the use for which it

2 AIR & LIQUID SYSTEMS CORP. v. DEVRIES 
Syllabus 
is supplied” and “has no reason to  believe” that the product’s users 
will realize that danger.  2 Restat ement (Second) of Torts §388.
Three approaches have emerged on how to apply that “duty to warn”
principle when a manufacturer’s product requires later incorporation 
of a dangerous part in order for the integrated product to function as 
intended. The first—the foreseeability rule—provides that a manu-
facturer may be liable when it was foreseeable that its product would 
be used with another product or part, even if the manufacturer’s 
product did not require use or incorporation of that other product or 
part.  The second—the bare-metal defense—provides that if a manu-
facturer did not itself make, sell, or  distribute the part or incorporate 
the part into the product, the manufacturer is not liable for harm 
caused by the integrated product—even if the product required incor-
poration of the part and the manuf acturer knew that the integrated
product was likely to be dangerous for its intended uses.  A third ap-
proach, falling between those two,  imposes on the manufacturer a 
duty to warn when its product requires incorporation of a part and the
manufacturer knows or has reason to  know that the integrated prod-
uct is likely to be dangerous for its intended uses. 
The third approach is most appropriate for this maritime context. 
The foreseeability rule would sweep too broadly, imposing a difficult 
and costly burden on manufacturers, while simultaneously overwarn-
ing users. The bare-metal defense ul timately goes too far in the other 
direction.  After all, a manufactur er that supplies a product that is
dangerous in and of itself and a manufacturer that supplies a product 
that requires incorporation of a part that the manufacturer knows or 
has reason to know is likely to ma ke the integrated product danger-
ous for its intended uses both “kno[w ] or ha[ve] reason to know” that 
the product “is or is likely to be dangerous for the use for which it is 
supplied.” And in the latter case , the product manufacturer will 
often be in a better position than the parts manufacturer to warn of the
danger, because the product manufacturer knows the nature of the 
ultimate integrated product.  Re quiring a warning in these circum-
stances will not impose a signific ant burden on manufacturers, who
already have a duty to warn of th e dangers of their own products. 
Nor will it result in substantial  uncertainty about when product 
manufacturers must provide warnings, because the rule requires a 
manufacturer to warn only when its product requires a part in order
for the integrated product to function as intended.  And this Court is 
unaware of any substantial overwarn ing problems in those jurisdic-
tions that have adopted the approach taken here.  Requiring the 
product manufacturer to warn when its product requires incorpora -
tion of a part that makes the inte grated product dangerous for its in-
tended uses is especially appropriat e in the context of maritime law,

3 Cite as: 586 U. S. ____ (2019) 
Syllabus 
which has always recognized a “ ‘special solicitude for the welfare’ ” of 
sailors. American Export Lines, Inc.  v. Alvez, 446 U. S. 274, 285. 
Pp. 4–10.
(b) The maritime tort rule adopted here encompasses all of the fol-
lowing circumstances, so long as the manufacturer knows or has rea -
son to know that the integrated pr oduct is likely to be dangerous for 
its intended uses, and the manufacturer has no reason to believe that 
the product’s users will realize th at danger: (i) a manufacturer di -
rects that the part be incorporated; (ii) a manufacturer itself makes 
the product with a part that the manufacturer knows will require re-
placement with a similar part; or (iii) a product would be useless 
without the part.  P. 10. 
873 F. 3d 232, affirmed. 
K
AVANAUGH, J., delivered the opinion of the Court, in which ROBERTS, 
C. J., and GINSBURG, BREYER, SOTOMAYOR, and KAGAN, JJ., joined.  GOR-
SUCH, J., filed a dissenting opinion, in which T HOMAS and A LITO, JJ., 
joined.

_________________ 
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1 Cite as: 586 U. S. ____ (2019) 
Opinion of the Court 
NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports. Readers are requested to 
notify the Reporter of Decisions, Supreme Court of the United States, Wash -
ington, D. C. 20543,  of any typographical or other formal errors, in order
that corrections may be made before the preliminary print goes to press. 
SUPREME COURT OF THE UNITED STATES 
No. 17–1104 
AIR AND LIQUID SYSTEMS CORP., ET AL., 
PETITIONERS v. ROBERTA G. DEVRIES, 
INDIVIDUALLY AND AS ADMINISTRATRIX OF 
THE ESTATE OF JOHN B. DEVRIES, 
DECEASED, ET AL. 
ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 
APPEALS FOR THE THIRD CIRCUIT 
[March 19, 2019]
 JUSTICE KAVANAUGH delivered the opinion of the Court. 
In maritime tort cases, we act as a common-law court, 
subject to any controlling stat utes enacted by Congress.
See Exxon Shipping Co. v. Baker, 554 U. S. 471, 507–508 
(2008). This maritime tort case raises a question about 
the scope of a manufacturer’s duty to warn.  The manufac-
turers here produced equipment such as pumps, blowers,
and turbines for three Navy ships.  The equipment re -
quired asbestos insulation or asbestos parts in order to 
function as intended. When used on the ships, the equip -
ment released asbestos fibers into the air. Two Navy
veterans who were exposed to asbestos on the ships devel-
oped cancer and later died. The veterans’ families sued 
the equipment manufacturers, claiming that the manufac-
turers were negligent in failing to warn of the dangers of
asbestos. 
The plaintiffs contend that a manufacturer has a duty to 
warn when the manufacturer’ s product requires incorpo-

2 AIR & LIQUID SYSTEMS CORP. v. DEVRIES 
Opinion of the Court 
ration of a part (here, asbestos) that the manufacturer 
knows is likely to make the integrated product dangerous 
for its intended uses. The manufacturers respond that 
they had no duty to warn because they did not themselves 
incorporate the asbestos into their equipment; rather, the
Navy added the asbestos to the equipment after the 
equipment was already on board the ships.
We agree with the plaintiffs. In the maritime tort con-
text, a product manufacturer has a duty to warn when (i) 
its product requires incorporation of a part, (ii) the manu -
facturer knows or has reason to know that the integrated 
product is likely to be dangerous for its intended uses, and 
(iii) the manufacturer has no reason to believe that the 
product’s users will realize that danger.  The District 
Court did not apply that test when granting summary 
judgment to the defendant manufacturers.  Although we
do not agree with all of the reasoning of the U. S. Court of
Appeals for the Third Circuit, we affirm its judgment
requiring the District Court to reconsider its prior grants
of summary judgment to the defendant manufacturers. 
I 
Kenneth McAfee served in the U. S. Navy for more than
20 years. As relevant here, McAfee worked on the U. S. S. 
Wanamassa from 1977 to 1980 and then on the U. S. S. 
Commodore from 1982 to 1986. John DeVries served in 
the U. S. Navy from 1957 to 1960. He worked on the 
U. S. S. Turner. 
Those ships were outfitted with equipment such as
pumps, blowers, and turbines. That equipment required
asbestos insulation or asbestos  parts in order to function 
as intended. When used as intended, that equipment can 
cause the release of asbestos fibers into the air.  If inhaled 
or ingested, those fibers may cause various illnesses.
Five businesses—Air and Liquid Systems, CBS, Foster 
Wheeler, Ingersoll Rand, and General Electric—produced

3 Cite as: 586 U. S. ____ (2019) 
Opinion of the Court 
some of the equipment that was used on the ships. Al-
though the equipment required asbestos insulation or 
asbestos parts in order to function as intended, those
businesses did not always incorporate the asbestos into 
their products. Instead, the businesses delivered much of 
the equipment to the Navy without asbestos.  The equip-
ment was delivered in a condition known as “bare-metal.” 
In those situations, the Navy later added the asbestos to
the equipment.
1 
McAfee and DeVries allege that their exposure to the
asbestos caused them to develop cancer. They and their 
wives sued the equipment manufacturers in Pennsylvania 
state court.  (McAfee and DeVries later died during the 
course of the ongoing litigation.)  The plaintiffs did not sue
the Navy because they apparently believed the Navy was 
immune. See Feres v. United States, 340 U. S. 135 (1950). 
The plaintiffs also could not recover much from the manu-
facturers of the asbestos insulation and asbestos parts
because those manufacturers had gone bankrupt.  As to 
the manufacturers of the equipment—such as the pumps,
blowers, and turbines—the plaintiffs claimed that those 
manufacturers negligently failed to warn them of the 
dangers of asbestos in the integrated products. If the 
manufacturers had provided warnings, the workers on the
ships presumably could have worn respiratory masks and 
thereby avoided the danger.
Invoking federal maritime jurisdiction, the manufactur-
ers removed the cases to federal court. The manufacturers 
then moved for summary judg ment on the ground that 
manufacturers should not be liable for harms caused by 
later-added third-party parts. That defense is known as 
the “bare-metal defense.” 
—————— 
1 Sometimes, the equipment manufac turers themselves added the 
asbestos to the equipment. Even in those situations, however, the 
Navy later replaced the asbestos parts with third-party asbestos parts.

4 AIR & LIQUID SYSTEMS CORP. v. DEVRIES 
Opinion of the Court 
The District Court granted the manufacturers’ motions 
for summary judgment.  The U. S. Court of Appeals for the 
Third Circuit vacated and remanded. In re Asbestos 
Prods. Liability Litigation, 873 F. 3d 232, 241 (2017).  The 
Third Circuit held that “a manufacturer of a bare-metal 
product may be held liable for a plaintiff ’s injuries suf-
fered from later-added asbestos-containing materials” if 
the manufacturer could foresee that the product would be
used with the later-added asbestos-containing materials. 
Id., at 240. 
We granted certiorari to resolve a disagreement among 
the Courts of Appeals about the validity of the bare-metal
defense under maritime law.  584 U. S. ___ (2018).  Com-
pare 873 F. 3d 232 (case below), with Lindstrom v. A-C 
Prod. Liability Trust, 424 F. 3d 488 (CA6 2005). 
II 
Article III of the Constitution grants the federal courts
jurisdiction over maritime cases. Under 28 U. S. C. §1333,
the federal courts have “original  jurisdiction, exclusive of
the courts of the States, of . . . [a]ny civil case of admiralty 
or maritime jurisdiction, saving to suitors in all cases all 
other remedies to which they are otherwise entitled.”
When a federal court decides a maritime case, it acts as 
a federal “common law court,” much as state courts do in 
state common-law cases.  Exxon Shipping Co., 554 U. S., 
at 507. Subject to direction from Congress, the federal 
courts fashion federal maritime law.  See id., at 508, n. 21; 
Miles v. Apex Marine Corp. , 498 U. S. 19, 27 (1990); 
United States v. Reliable Transfer Co., 421 U. S. 397, 409 
(1975); Detroit Trust Co. v. The Thomas Barlum, 293 U. S. 
21, 42–44 (1934). In formulating federal maritime law,
the federal courts may examine, among other sources, 
judicial opinions, legislation, treatises, and scholarly 
writings. See Exxon Co., U. S. A. v. Sofec, Inc., 517 U. S. 
830, 839 (1996); East River S. S. Corp.  v. Transamerica

5 Cite as: 586 U. S. ____ (2019) 
Opinion of the Court 
Delaval Inc., 476 U. S. 858, 864 (1986).
This is a maritime tort case. The plaintiffs allege that
the defendant equipment manufacturers were negligent in
failing to warn about the dangers of asbestos.  “The gen -
eral maritime law has recognized the tort of negligence for
more than a century . . . .” Norfolk Shipbuilding & 
Drydock Corp. v. Garris, 532 U. S. 811, 820 (2001); see 
also Kermarec v. Compagnie Generale Transatlantique , 
358 U. S. 625, 631–632 (1959).  Maritime law has likewise 
recognized common-law principles of products liability for
decades. See East River S. S. Corp., 476 U. S., at 865. 
In this negligence case, we must decide whether a man-
ufacturer has a duty to warn when the manufacturer’s
product requires later incorporation of a dangerous part—
here, asbestos—in order for the integrated product to 
function as intended. 
We start with basic tort-law principles.  Tort law im -
poses “a duty to exercise re asonable care” on those whose 
conduct presents a risk of harm to others.  1 Restatement 
(Third) of Torts: Liability for Physical and Emotional
Harm §7, p. 77 (2005).  For the manufacturer of a product,
the general duty of care includes a duty to warn when the 
manufacturer “knows or has reason to know” that its 
product “is or is likely to be dangerous for the use for 
which it is supplied” and the manufacturer “has no reason 
to believe” that the product’s users will realize that dan-
ger. 2 Restatement (Second) of Torts §388, p. 301 (1963–
1964).
In tort cases, the federal and state courts have not 
reached consensus on how to apply that general tort-law 
“duty to warn” principle when the manufacturer’s product 
requires later incorporation of a dangerous part in order 
for the integrated product to function as intended.  Three 
approaches have emerged.
The first approach is the more plaintiff-friendly foresee-
ability rule that the Third Circuit adopted in this case: A

6 AIR & LIQUID SYSTEMS CORP. v. DEVRIES 
Opinion of the Court 
manufacturer may be liable when it was foreseeable that 
the manufacturer’s product would be used with another 
product or part, even if the manufacturer’s product did not 
require use or incorporation of that other product or part. 
See, e.g., 873 F. 3d, at 240; Kochera v. Foster Wheeler , 
LLC, 2015 WL 5584749, *4 (SD Ill., Sept. 23, 2015); Chi-
cano v. General Elec. Co. , 2004 WL 2250990, *9 (ED Pa., 
Oct. 5, 2004); McKenzie v. A. W. Chesterson Co. , 277 Ore. 
App. 728, 749–750, 373 P. 3d 150, 162 (2016). 
The second approach is the more defendant-friendly
bare-metal defense that the manufacturers urge here: If a 
manufacturer did not itself make, sell, or distribute the 
part or incorporate the part into the product, the manufac-
turer is not liable for harm caused by the integrated prod -
uct—even if the product required incorporation of the part
and the manufacturer knew that the integrated product 
was likely to be dangerous for its intended uses.  See, e.g., 
Lindstrom, 424 F. 3d, at 492, 495–497; Evans  v. CBS 
Corp., 230 F. Supp. 3d 397, 403–405 (Del. 2017); Cabasug 
v. Crane Co., 989 F. Supp. 2d 1027, 1041 (Haw. 2013).
The third approach falls between those two approaches.
Under the third approach, foreseeability that the product 
may be used with another product or part that is likely to 
be dangerous is not enough to trigger a duty to warn.  But 
a manufacturer does have a duty to warn when its product 
requires incorporation of a part and the manufacturer 
knows or has reason to know that the integrated product
is likely to be dangerous for its intended uses.  Under that 
approach, the manufacturer may be liable even when the
manufacturer does not itself incorporate the required part 
into the product. See, e.g., Quirin v. Lorillard Tobacco 
Co., 17 F. Supp. 3d 760, 769–770 (ND Ill. 2014); In re New 
York City Asbestos Litigation, 27 N. Y. 3d 765, 793–794, 59 
N. E. 3d 458, 474 (2016); May  v. Air & Liquid Systems 
Corp., 446 Md. 1, 29, 129 A. 3d 984, 1000 (2015).
We conclude that the third approach is the most appro-

7 Cite as: 586 U. S. ____ (2019) 
Opinion of the Court 
priate for this maritime tort context.
To begin, we agree with the manufacturers that a rule of
mere foreseeability would sweep too broadly.  See gener-
ally 1 Restatement (Third) of Torts: Liability for Physical 
and Emotional Harm §7, Comment j, at 82; 2 Restatement 
(Second) of Torts §395, Comment j, at 330.  Many products
can foreseeably be used in numerous ways with numerous
other products and parts. Requiring a product manufac-
turer to imagine and warn about all of those possible 
uses—with massive liability looming for failure to correctly 
predict how its product might be used with other prod- 
ucts or parts—would impose a difficult and costly burden 
on manufacturers, while simultaneously overwarning 
users. In light of that uncertainty and unfairness,
we reject the foreseeability approach for this maritime 
context. 
That said, we agree with the plaintiffs that the bare-
metal defense ultimately goes too far in the other direc-
tion. In urging the bare-metal defense, the manufacturers 
contend that a business generally has “no duty” to “control
the conduct of a third person as to prevent him from caus -
ing physical harm to another.”  Id ., §315, at 122.  That is 
true, but it is also beside the point here.  After all, when a 
manufacturer’s product is dangerous in and of itself, the 
manufacturer “knows or has reason to know” that the 
product “is or is likely to be dangerous for the use for 
which it is supplied.” Id., §388, at 301. The same holds 
true, we conclude, when the manufacturer’s product re -
quires incorporation of a part that the manufacturer
knows or has reason to know is likely to make the inte -
grated product dangerous for its intended uses.  As a 
matter of maritime tort law, we  find no persuasive reason
to distinguish those two similar situations for purposes of
a manufacturer’s duty to warn. See Restatement (Third)
of Torts: Products Liability §2, Comment i, p. 30 (1997) 
(“[W]arnings also may be needed to inform users and

8 AIR & LIQUID SYSTEMS CORP. v. DEVRIES 
Opinion of the Court 
consumers of nonobvious and not generally known 
risks that unavoidably inhere in using or consuming the 
product”).
Importantly, the product manufacturer will often be in a
better position than the parts manufacturer to warn of the 
danger from the integrated product.  See generally G.
Calabresi, The Costs of Accidents 311–318 (1970). The 
product manufacturer knows the nature of the ultimate 
integrated product and is typically more aware of the risks
associated with that integrated product.  By contrast, a 
parts manufacturer may be aware only that its part could
conceivably be used in any number of ways in any number 
of products. A parts manufacturer may not always be 
aware that its part will be used in a way that poses a risk 
of danger.
2 
To be sure, as the manufa cturers correctly point out,
issuing a warning costs time and money.  But the burden 
usually is not significant.  Manufacturers already have a 
duty to warn of the dangers of their own products.  That 
duty typically imposes a light burden on manufacturers.
See, e.g., Davis  v. Wyeth Labs. , Inc. , 399 F. 2d 121, 131 
(CA9 1968); Butler v. L. Sonneborn Sons , Inc. , 296 F. 2d 
623, 625–626 (CA2 1961); Ross Labs.  v. Thies, 725 P. 2d 
1076, 1079 (Alaska 1986); Moran v. Faberge, Inc., 273 Md. 
538, 543–544, 332 A. 2d 11, 15 (1975).  Requiring a manu -
facturer to also warn when the manufacturer knows or 
has reason to know that a required later-added part is
likely to make the integrated product dangerous for its 
intended uses should not meaningfully add to that burden.
The manufacturers also contend that requiring a warn-
ing even when they have not themselves incorporated the 
part into the product will lead  to uncertainty about when 
product manufacturers must provide warnings. But the 
—————— 
2 We do not rule out the possibility that, in certain circumstances, the
parts manufacturer may also have a duty to warn.

9 Cite as: 586 U. S. ____ (2019) 
Opinion of the Court 
manufacturers have not pointed to any substantial confu-
sion in those jurisdictions that have adopted this ap-
proach. And the rule that we adopt here is tightly cabined.
The rule does not require that manufacturers warn in 
cases of mere foreseeability.  The rule requires that manu-
facturers warn only when their product requires a part in
order for the integrated product to function as intended. 
The manufacturers further assert that requiring a
warning in these circumstances will lead to excessive
warning of consumers. Again,  however, we are not aware 
of substantial overwarning problems in those jurisdictions
that have adopted this approach.  And because the rule we 
adopt here applies only in certain narrow circumstances, it
will not require a plethora of new warnings.
Requiring the product manufacturer to warn when its 
product requires incorporation of a part that makes the 
integrated product dangerous for its intended uses—and 
not just when the manufacturer itself incorporates the 
part into the product—is espe cially appropriate in the
maritime context.  Maritime law has always recognized a 
“special solicitude for the we lfare” of those who undertake
to “venture upon hazardous and unpredictable sea voy- 
ages.” American Export Lines, Inc. v. Alvez, 446 U. S. 274, 
285 (1980) (internal quotation marks omitted).  The plain-
tiffs in this case are the families of veterans who served in 
the U. S. Navy.  Maritime law’s longstanding solicitude for 
sailors reinforces our decision  to require a warning in 
these circumstances. See Yamaha Motor Corp., U. S. A. v. 
Calhoun, 516 U. S. 199, 213 (1996); Miles, 498 U. S., at 36; 
Moragne v. States Marine Lines , Inc. , 398 U. S. 375, 387 
(1970).
For those reasons, we conclude as follows: In the mari-
time tort context, a product manufacturer has a duty to 
warn when (i) its product requires incorporation of a part,
(ii) the manufacturer knows or has reason to know that 
the integrated product is likely to be dangerous for its

10 AIR & LIQUID SYSTEMS CORP. v. DEVRIES 
Opinion of the Court 
intended uses, and (iii) the manufacturer has no reason to
believe that the product’s user s will realize that danger.
We do not purport to define the proper tort rule outside of
the maritime context. 
One final point for clarity: Courts have determined that
this rule applies in certain related situations, including
when: (i) a manufacturer directs that the part be incorpo -
rated, see, e.g., Bell v. Foster Wheeler Energy Corp. , 2016 
WL 5780104, *6–*7 (ED La., Oct. 4, 2016); (ii) a manufac-
turer itself makes the product with a part that the manu-
facturer knows will require re placement with a similar 
part, see, e.g. , Chesher v. 3M Co., 234 F. Supp. 3d 693,
713–714 (S. C. 2017); Quirin, 17 F. Supp. 3d, at 769–770; 
May, 446 Md., at 29, 129 A. 3d, at 1000; or (iii) a product
would be useless without the part, see, e.g., In re New York 
City Asbestos Litigation , 27 N. Y. 3d, at 793–794, 59 N. E. 
3d, at 474. In all of those situations, courts have said that 
the product in effect requires the part in order for the
integrated product to function as intended. We agree.
The maritime tort rule we adopt today therefore encom-
passes those situations, so long as the manufacturer 
knows or has reason to know that the integrated product
is likely to be dangerous for its intended uses, and the 
manufacturer has no reason to believe that the product’s
users will realize that danger. 
* * * 
In the maritime tort context, we hold that a product 
manufacturer has a duty to warn when (i) its product 
requires incorporation of a part, (ii) the manufacturer 
knows or has reason to know that the integrated product
is likely to be dangerous for its intended uses, and (iii) the
manufacturer has no reason to believe that the product’s
users will realize that danger.  The District Court should 
evaluate the evidence under that rule.  Although we do not 
agree with all of the reasoning of the Third Circuit, we

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Opinion of the Court 
affirm its judgment requiring the District Court to recon-
sider its prior grants of summary judgment to the defend-
ant manufacturers. 
It is so ordered.

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GORSUCH, J., dissenting 
SUPREME COURT OF THE UNITED STATES 
No. 17–1104 
AIR AND LIQUID SYSTEMS CORP., ET AL., 
PETITIONERS v. ROBERTA G. DEVRIES, 
INDIVIDUALLY AND AS ADMINISTRATRIX OF 
THE ESTATE OF JOHN B. DEVRIES, 
DECEASED, ET AL. 
ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 
APPEALS FOR THE THIRD CIRCUIT 
[March 19, 2019]
 JUSTICE GORSUCH, with whom J USTICE THOMAS and 
JUSTICE ALITO join, dissenting. 
Decades ago, many of the defendants before us sold 
“bare metal” products to the Navy.  Things like the tur -
bines used to propel its ships.  Did these manufacturers 
have to warn users about the dangers of asbestos that 
someone else  later chose to add to or wrap around their
products as insulation?
Start with a couple of things we can all agree on.  First, 
everyone accepts that, under traditional tort principles, 
the manufacturers who actually supplied the later-added 
asbestos had to warn about its known dangers. Second, 
everyone agrees that the court of appeals erred when it 
came to analyzing the duties of the bare metal defendants.
The court of appeals held that the bare metal manufactur-
ers had a duty to warn because they could have “foreseen” 
the possibility that others would later use asbestos in
conjunction with their products.  Today, the Court rightly
rejects this “foreseeability” standard, succinctly explaining 
that “[r]equiring a product manufacturer to imagine and 
warn about all of those possible uses—with massive liabil-
ity looming for failure to co rrectly predict how its product

2 AIR & LIQUID SYSTEMS CORP. v. DEVRIES 
GORSUCH, J., dissenting 
might be used with other products or parts—would impose 
a difficult and costly burden on manufacturers, while 
simultaneously overwarning users.”  Ante, at 7. 
Our disagreement arises only in what comes next. 
Immediately after rejecting the court of appeals’ approach,
the Court proceeds to devise its own way of holding the
bare metal manufacturers responsible for later-added 
asbestos. In the Court’s judgment, the bare metal defend -
ants had a duty to warn about the dangers of asbestos
introduced by others so long as they (i) produced a product 
that “require[d] incorporation of ” asbestos, (ii) “kn[ew] or 
ha[d] reason to know” that the “integrated product” would
be dangerous, and (iii) had “no reason to believe” that
users would realize that danger. Ante, at 9–10. The 
Court’s new three-part standard surely represents an 
improvement over the court of appeals’ unadorned “fore-
seeability” offering. But, respectfully, it seems to me to
suffer from many of the same defects the Court itself has
identified. 
In the first place, neither of these standards enjoys
meaningful roots in the common law. The common law 
has long taught that a manufacturer has no “duty to warn
or instruct about another manufacturer’s products, though
those products might be used in connection with the man-
ufacturer’s own products.” Firestone Steel Prods. Co. v. 
Barajas, 927 S. W. 2d 608, 616 (Tex. 1996).  Instead, “the 
manufacturer’s duty is restricted to warnings based on the 
characteristics of the manufacturer’s own product.” Powell 
v. Standard Brands Paint Co. , 166 Cal. App. 3d 357, 364,
212 Cal. Rptr. 395, 398 (1985).
1  It doesn’t matter, either, 
—————— 
1 See also, e.g., Dreyer v. Exel Industries, S. A. , 326 Fed. Appx. 353, 
357–358 (CA6 2009); Barnes v. Kerr Corp. , 418 F. 3d 583, 590 (CA6 
2005); Reynolds v. Bridgestone/Firestone, Inc. , 989 F. 2d 465, 472 
(CA11 1993); Baughman v. General Motors Corp., 780 F. 2d 1131, 1133 
(CA4 1986); In re Deep Vein Thrombosis, 356 F. Supp. 2d 1055, 1068 
(ND Cal. 2005); Acoba v. General Tire, Inc. , 92 Haw. 1, 18, 986 P. 2d

3 Cite as: 586 U. S. ____ (2019) 
GORSUCH, J., dissenting 
whether a manufacturer’s prod uct happens to be (or is
designed to be) “integrated” with another’s.  Instead, it is 
black-letter law that the supplier of a product generally 
must warn about only those risks associated with the 
product itself, not those associated with the “products and
systems into which [it later may be] integrated.” Re -
statement (Third) of Torts: Products Liability §5, Com-
ment b, p. 132 (1997).
2 
More than that, the traditional common law rule still 
makes the most sense today.  The manufacturer of a prod-
uct is in the best position to understand and warn users 
about its risks; in the language of law and economics,
those who make products are generally the least-cost 
avoiders of their risks.  By placing the duty to warn on a 
product’s manufacturer, we force it to internalize the full 
cost of any injuries caused by inadequate warnings—and 
in that way ensure it is fully  incentivized to provide ade -
quate warnings.  By contrast, we dilute the incentive of a 
manufacturer to warn about the dangers of its products 
when we require other people to share the duty to warn 
and its corresponding costs. See S. Shavell, Economic 
—————— 
288, 305 (1999); Brown v. Drake-Willock Int’l, Ltd., 209 Mich. App. 136, 
144–146, 530 N. W. 2d 510, 514–515 (1995); Rastelli v. Goodyear Tire & 
Rubber Co. , 79 N. Y. 2d 289, 297–298,  591 N. E. 2d 222, 225–226 
(1992); Walton v. Harnischfeger, 796 S. W. 2d 225, 226 (Tex. App. 1990); 
Toth v. Economy Forms Corp. , 391 Pa. Super. 383, 388–389, 571 A. 2d 
420, 423 (1990); Mitchell v. Sky Climber, Inc., 396 Mass. 629, 631–632, 
487 N. E. 2d 1374, 1376 (1986); Johnson v. Jones-Blair Paint Co. , 607 
S. W. 2d 305, 306 (Tex. Civ. App. 1980); 63A Am. Jur. 2d, Products 
Liability §1027, p. 247 (2010); Behrens & Horn, Liability for Asbestos-
Containing Connected or Replacement Parts Made by Third-Parties: 
Courts Are Properly Rejecting This Form of Guilt by Association, 37
Am. J. Trial Advocacy 489, 494–497 (2014). 
2 See, e.g., Cipollone v. Yale Indus. Prods., Inc. , 202 F. 3d 376, 379 
(CA1 2000); Crossfield v. Quality Control Equip. Co., 1 F. 3d 701, 703– 
704 (CA8 1993); Childress v. Gresen Mfg. Co., 888 F. 2d 45, 48–49 (CA6 
1989); Koonce v. Quaker Safety Prods. & Mfg. Co. , 798 F. 2d 700, 715 
(CA5 1986).

4 AIR & LIQUID SYSTEMS CORP. v. DEVRIES 
GORSUCH, J., dissenting 
Analysis of Accident Law 17 (1987); G. Calabresi, The 
Costs of Accidents 135, and n. 1 (1970); Italia Societa per 
Azioni di Navigazione v. Oregon Stevedoring Co., 376 U. S. 
315, 324 (1964).3 
The traditional common law rule better accords, too, 
with consumer expectations. A home chef who buys a
butcher’s knife may expect to read warnings about the 
dangers of knives but not about the dangers of under-
cooked meat.  Likewise, a purchaser of gasoline may ex -
pect to see warnings at the pump about its flammability 
but not about the dangers of recklessly driving a car. As 
the Court today recognizes, en couraging manufacturers to
offer warnings about other people’s products risks long,
duplicative, fine print, and co nflicting warnings that will
leave consumers less sure about which to take seriously 
and more likely to disregard them all.  In the words of the 
California Supreme Court, consumer welfare is not well
“served by requiring manufacturers to warn about the
dangerous propensities of products they do not design,
make, or sell.”  O’Neil  v. Crane Co., 53 Cal. 4th 335, 343, 
266 P. 3d 987, 991 (2012); see also Cotton  v. Buckeye Gas 
Prods. Co. , 840 F. 2d 935, 938 (CADC 1988) (“The inclu-
sion of each extra item dilutes the punch of every other 
item. Given short attention spans, items crowd each other 
—————— 
3 See also Restatement (Third) of Torts: Products Liability §5, Com-
ment a, p. 131 (1997) (“If the component is not itself defective, it would 
be unjust and inefficient to impose liability solely on the ground” that
others “utiliz[e] the component in a manner that renders the integrated 
product defective”); Edwards v. Honeywell, Inc., 50 F. 3d 484, 490 (CA7
1995) (placing liability on a defendant who is not “in the best position to 
prevent a particular class of accide nts” may “dilute the incentives of 
other potential defendants” who should  be the first “line of defense”); 
National Union Fire Ins. Co. of Pittsburgh  v. Riggs Nat. Bank of Wash-
ington, D. C., 5 F. 3d 554, 557 (CADC 1993) (Silberman, J., concurring)
(“Placing liability with the least-cost  avoider increases the incentive for 
that party to adopt preventive measures” that will “have the greatest
marginal effect on preventing the loss”).

5 Cite as: 586 U. S. ____ (2019) 
GORSUCH, J., dissenting 
out; they get lost in fine print”).
The traditional tort rule bears yet another virtue: It is
simple to apply. The traditional rule affords manufactur-
ers fair notice of their legal duties, lets injured consumers 
know whom to sue, and ensures courts will treat like cases 
alike. By contrast, when liability depends on the applica -
tion of opaque or multifactor standards like the one pro-
posed below or the one announced today, “equality of 
treatment” becomes harder to ensure across cases; “pre-
dictability is destroyed” for innovators, investors, and 
consumers alike; and “judicial courage is impaired” as the 
ability (and temptation) to fit the law to the case, rather 
than the case to the law, grows.  Scalia, The Rule of Law 
as a Law of Rules, 56 U. Chi. L. Rev. 1175, 1182 (1989).
Just consider some of the uncertainties each part of the 
Court’s new three-part test is sure to invite: 
(i) When does a customer’s side-by-side use of two
products qualify as “incorporation” of the products?
Does hanging asbestos on the outside of a boiler count,
or must asbestos be placed inside a product? And 
when is incorporation of a dangerous third-party
product “required” as opposed to just optimal or pre-
ferred? What if a potential substitute existed, but it 
was less effective or more costly (surely alternatives to
asbestos insulation have existed for a long time)?  And 
what if the third-party product becomes less advanta-
geous over time due to advancing technology (as as-
bestos did)? When does th e defendant’s duty to warn 
end? 
(ii) What will qualify as an “integrated product”?  In 
the past, we’ve suggested that a “product” is whatever 
assemblage of parts is “placed in the stream of com-
merce by the manufacturer,” and we’ve stressed the 
importance of maintaining the “distinction between
the components added to a product by a manufacturer

6 AIR & LIQUID SYSTEMS CORP. v. DEVRIES 
GORSUCH, J., dissenting 
before the product’s sale . . . and those items added” 
later by someone else. Saratoga Fishing Co.  v. J. M. 
Martinac & Co. , 520 U. S. 875, 883–884 (1997).  The 
Court’s new standard blurs that distinction, but it is 
unclear how far it goes. The Court suggests a turbine 
and separately installed insulation may now qualify 
as a single “integrated product.”  But what about other 
parts connected to the turbine? Does even the pro-
peller qualify as part of the final “integrated product” 
too, so that its manufacturer also bears a duty to warn 
about the dangers of asbestos hung around the tur-
bine? For that matter, why isn’t the entire ship an 
“integrated product,” with a corresponding duty for all 
the manufacturers who contributed parts to warn 
about the dangers of all the other parts?  And when 
exactly is a manufacturer supposed to “know or have 
reason to know” that some supplement to its product
has now made a resulting “integrated product” dan-
gerous? How much cost and effort must manufactur-
ers expend to discover and  understand the risks asso-
ciated with third-party products others may be
“incorporating” with their products? 
(iii) If a defendant reasonably expects that the manu-
facturer of a third-party product will comply with its
own duty to warn, is that sufficient “reason to believe” 
that users will “realize” the danger to absolve the de-
fendant of responsibility? Or does a defendant have to 
assume that the third-party manufacturer will behave 
negligently in rendering its own warnings? Or that 
users won’t bother to read the warnings others offer? 
And what if the defendants here understood that the 
Navy itself would warn sailors about the need for
proper handling of asbestos—did they still have to

7 Cite as: 586 U. S. ____ (2019) 
GORSUCH, J., dissenting 
provide their own warnings?4 
Headscratchers like these are sure to enrich lawyers and 
entertain law students, but they also promise to leave 
everyone else wondering about their legal duties, rights, 
and liabilities. 
Nor is this kind of uncertainty costless.  Consider what 
might follow if the Court’s standard were widely adopted
in tort law. Would a company that sells smartphone cases
have to warn about the risk of exposure to cell phone
radiation? Would a car maker have to warn about the 
risks of improperly stored antifreeze?  Would a manufac -
turer of flashlights have to warn about the risks associated 
with leaking batteries? Would a seller of hot dog buns
have to warn about the health risks of consuming pro-
cessed meat?  Just the threat of litigation and liability
would force many manufacturers of safe products to spend 
time and money educating themselves and writing warn-
ings about the dangers of other people’s more dangerous 
products. All this would, as well, threaten to leave con-
sumers worse off. After all,  when we effectively require
manufacturers of safe products to subsidize those who
make more dangerous items, we promise to raise the price
and restrict the output of socially productive products. 
Tort law is supposed to be about aligning liability with
responsibility, not mandating a social insurance policy in
which everyone must pay for everyone else’s mistakes. 
Finally and relatedly, the Court’s new standard impli-
cates the same sort of fair notice problem that the court of
appeals’ standard did.  Decades ago, the bare metal de-
fendants produced their lawful products and provided all
the warnings the law required. Now, they are at risk of 
—————— 
4 See App. 40 (affidavit of retired Rear Admiral Roger B. Horne stat -
ing that “the Navy chose to control and make personnel aware of the 
hazards of asbestos exposures through . . . military specifications and 
personnel training”).

8 AIR & LIQUID SYSTEMS CORP. v. DEVRIES 
GORSUCH, J., dissenting 
being held responsible retrospe ctively for failing to warn
about other people’s products. It is a duty they could not 
have anticipated then and one they cannot discharge now.
They can only pay. Of course, that may be the point. In 
deviating from the traditional common law rule, the Court 
may be motivated by the unfortunate facts of this particu -
lar case, where the sailors’ widows appear to have a lim-
ited prospect of recovery from the companies that supplied
the asbestos (they’ve gone bankrupt) and from the Navy
that allegedly directed the use of asbestos (it’s likely im-
mune under our precedents). Ante, at 3. The bare metal 
defendants may be among the only solvent potential de-
fendants left. But how were they supposed to anticipate
many decades ago the novel duty to warn placed on them
today? People should be able to find the law in the books;
they should not find the law coming upon them out of 
nowhere. 
Still, there’s a silver lining here. In announcing its new
standard, the Court expressly states that it does “not 
purport to define the proper tort rule outside of the mari -
time context.” Ante, at 10.  Indeed, the Court acknowledges 
that it has created its new standard in part because of the 
“solicitude for sailors” that is a unique feature of our 
maritime jurisdiction. Ante, at 9. All of this means, of 
course, that nothing in today’s opinion compels courts 
operating outside the maritime context to apply the test 
announced today. In other tort cases, courts remain free 
to use the more sensible and historically proven common
law rule. And given that, “unlike state courts, we have 
little . . . experience in the development of new common-
law rules of tort,” Saratoga, 520 U. S., at 886 (Scalia, J., 
dissenting), that is a liberty they may be wise to exercise.
5 
—————— 
5 As the Court notes, some of the defendants sold the Navy products
that were not “bare metal” but contained asbestos at the time of sale. 
Ante, at 3, n. 1. We can all agree that those defendants had a duty to

9 Cite as: 586 U. S. ____ (2019) 
G
ORSUCH, J., dissenting 
—————— 
warn users about the known dangers of  asbestos.  And there’s a color-
able argument that their responsib ility didn’t end when the Navy, as
part of routine upkeep, swapped out the original asbestos parts for
replacements supplied by others.  Under traditional tort principles, the
seller of a defective, “unreasonably dangerous” product may be liable to
an injured user if the product “is expected to and does reach the user 
. . . without substantial change in the condition in which it is sold.” 2 
Restatement (Second) of Torts §402A(1)(b), pp. 347–348 (1963–1964). 
And replacing worn-out parts every now and then with equivalently 
dangerous third-party parts may not qualify as a “substantial change”
if the replacement part does “no more than perpetuate” problems latent
in the original. Sage v. Fairchild-Swearingen Corp. , 70 N. Y. 2d 579, 
584–587, 517 N. E. 2d 130 4, 1306–1308 (1987); see, e.g., Whelan v. 
Armstrong Int’l Inc. , 455 N. J. Super. 569, 597–598, 190 A. 3d 1090, 
1106–1107 (App. Div. 2018).  Of course, the defendants’ original failure 
to warn might not be the legal caus e of any harm if the use of the
replacement part was unforeseeable, or if an intervening action severed 
the connection between the original sale and the injurious use. For 
example, if the replacement part it self posed the danger—or if, by the
time the original part wore out, sa fer alternatives had become avail -
able.  The Court’s new standard, ho wever, does not address these de- 
fendants separately, but focuses on the bare metal defendants.

Retrieval chunks

• #1

  1 (Slip Opinion) OCTOBER TERM, 2018 Syllabus NOTE: Where it is feasible, a syllabus (headnote) will be released, as is being done in connection with this case, at the time the opinion is issued. The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions for the…

• #2

  is supplied” and “has no reason to believe” that the product’s users will realize that danger. 2 Restat ement (Second) of Torts §388. Three approaches have emerged on how to apply that “duty to warn” principle when a manufacturer’s product requires later incorporation of a dangerous part in order for the integra…

• #3

  manufacturers must provide warnings, because the rule requires a manufacturer to warn only when its product requires a part in order for the integrated product to function as intended. And this Court is unaware of any substantial overwarn ing problems in those jurisdic- tions that have adopted the approach taken …

• #4

  subject to any controlling stat utes enacted by Congress. See Exxon Shipping Co. v. Baker, 554 U. S. 471, 507–508 (2008). This maritime tort case raises a question about the scope of a manufacturer’s duty to warn. The manufac- turers here produced equipment such as pumps, blowers, and turbines for three Navy shi…

• #5

  asbestos insulation or asbestos parts in order to function as intended. When used as intended, that equipment can cause the release of asbestos fibers into the air. If inhaled or ingested, those fibers may cause various illnesses. Five businesses—Air and Liquid Systems, CBS, Foster Wheeler, Ingersoll Rand, and …

• #6

  for summary judgment. The U. S. Court of Appeals for the Third Circuit vacated and remanded. In re Asbestos Prods. Liability Litigation, 873 F. 3d 232, 241 (2017). The Third Circuit held that “a manufacturer of a bare-metal product may be held liable for a plaintiff ’s injuries suf- fered from later-added asbes…

• #7

  decades. See East River S. S. Corp., 476 U. S., at 865. In this negligence case, we must decide whether a man- ufacturer has a duty to warn when the manufacturer’s product requires later incorporation of a dangerous part— here, asbestos—in order for the integrated product to function as intended. We start with b…

• #8

  Corp., 230 F. Supp. 3d 397, 403–405 (Del. 2017); Cabasug v. Crane Co., 989 F. Supp. 2d 1027, 1041 (Haw. 2013). The third approach falls between those two approaches. Under the third approach, foreseeability that the product may be used with another product or part that is likely to be dangerous is not enough to t…

• #9

  product “is or is likely to be dangerous for the use for which it is supplied.” Id., §388, at 301. The same holds true, we conclude, when the manufacturer’s product re - quires incorporation of a part that the manufacturer knows or has reason to know is likely to make the inte - grated product dangerous for its i…

• #10

  2 We do not rule out the possibility that, in certain circumstances, the parts manufacturer may also have a duty to warn. 9 Cite as: 586 U. S. ____ (2019) Opinion of the Court manufacturers have not pointed to any substantial confu- sion in those jurisdictions that have adopted this ap- proach. And the rule that…

• #11

  One final point for clarity: Courts have determined that this rule applies in certain related situations, including when: (i) a manufacturer directs that the part be incorpo - rated, see, e.g., Bell v. Foster Wheeler Energy Corp. , 2016 WL 5780104, *6–*7 (ED La., Oct. 4, 2016); (ii) a manufac- turer itself makes …

• #12

  “bare metal” products to the Navy. Things like the tur - bines used to propel its ships. Did these manufacturers have to warn users about the dangers of asbestos that someone else later chose to add to or wrap around their products as insulation? Start with a couple of things we can all agree on. First, ever…

• #13

  ufacturer’s own products.” Firestone Steel Prods. Co. v. Barajas, 927 S. W. 2d 608, 616 (Tex. 1996). Instead, “the manufacturer’s duty is restricted to warnings based on the characteristics of the manufacturer’s own product.” Powell v. Standard Brands Paint Co. , 166 Cal. App. 3d 357, 364, 212 Cal. Rptr. 395, 39…

• #14

  487 N. E. 2d 1374, 1376 (1986); Johnson v. Jones-Blair Paint Co. , 607 S. W. 2d 305, 306 (Tex. Civ. App. 1980); 63A Am. Jur. 2d, Products Liability §1027, p. 247 (2010); Behrens & Horn, Liability for Asbestos- Containing Connected or Replacement Parts Made by Third-Parties: Courts Are Properly Rejecting This Form …

• #15

  1995) (placing liability on a defendant who is not “in the best position to prevent a particular class of accide nts” may “dilute the incentives of other potential defendants” who should be the first “line of defense”); National Union Fire Ins. Co. of Pittsburgh v. Riggs Nat. Bank of Wash- ington, D. C., 5 F. 3d…

• #16

  the components added to a product by a manufacturer 6 AIR & LIQUID SYSTEMS CORP. v. DEVRIES GORSUCH, J., dissenting before the product’s sale . . . and those items added” later by someone else. Saratoga Fishing Co. v. J. M. Martinac & Co. , 520 U. S. 875, 883–884 (1997). The Court’s new standard blurs that dis…

• #17

  risks of improperly stored antifreeze? Would a manufac - turer of flashlights have to warn about the risks associated with leaking batteries? Would a seller of hot dog buns have to warn about the health risks of consuming pro- cessed meat? Just the threat of litigation and liability would force many manufacture…

• #18

  Still, there’s a silver lining here. In announcing its new standard, the Court expressly states that it does “not purport to define the proper tort rule outside of the mari - time context.” Ante, at 10. Indeed, the Court acknowledges that it has created its new standard in part because of the “solicitude for sai…

• #19

  example, if the replacement part it self posed the danger—or if, by the time the original part wore out, sa fer alternatives had become avail - able. The Court’s new standard, ho wever, does not address these de- fendants separately, but focuses on the bare metal defendants.