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EP Inc. had filed for bankruptcy in 1991 and, after the EPA had filed a claim in that case also, EP Inc. and the EPA entered into a settlement agreement (the "1996 Settlement"), "which obligated EP Inc. and 'any successor or assign' to be accountable for environmental liabilities" at certain sites, including the Socorro Plant. In ruling in favor of the EPA on summary judgment, the bankruptcy court found that, in the 1998 Agreement, EP Tech assumed all of EP Inc.'s environmental liabilities and therefore held EP Tech liable for $357,246 for costs already incurred by the EPA and $8,735,434 for estimated future costs of cleaning up groundwater and soil contamination near a now-vacant manufacturing plant near the Socorro Plant.
Issues: "The parties' threshold disagreement is whether the 1998 Agreement between EP Inc. and EP Tech assigned to EP Tech the liability for all hazardous substance disposal at the Socorro manufacturing facility or only liability arising after the Agreement's execution date- February 24, 1998."
Rules: CERCLA imposes strict liability on any person who at the time of the disposal of hazardous waste owned the facility at which such waste was disposed of. Also, CERCLA imposes joint and several liability on owners and operators that release hazardous waste. But, a party seeking to limit its liability under CERCLA may do so by raising a causation-based argument that "the cleanup costs at a single CERCLA facility should be divided between it and another responsible party... [the party invoking the doctrine must prove that:] '(a) there are distinct harms, or (b) there is a reasonable basis for determining the contribution of each cause to a single harm.'" Distinct harms are separate injuries.
Holding: Affirmed.
Reasoning: Based on the language of the 1998 Agreement, the bankruptcy court did not err in finding that EP Tech had assumed EP Inc.'s liability for the Socorro Plant. And, finding that the bankruptcy court properly excluded certain evidence, the court affirmed the bankruptcy court's rulings in full. In particular, the court affirmed the bankruptcy court's refusal to consider an expert report that had been filed six days after the parties fully briefed the issue but six days before the court ruled on the issue of liability. Additionally, there was no genuine issue of material fact as to the divisibility of the liability - on either prong - because U.S. Bank offered outdated evidence as to the distinct harm prong and no credible evidence as to the reasonable basis prong. First, U.S. Bank did not address the evidence that came to light 2006-2007; instead, U.S. Bank offered evidence that pre-dated the EPA's expert report "describing how more recent groundwater sampling showed that contamination extended south from EP Tech's property." Second, the only evidence U.S. Bank offered as to the second prong was the late filed report that was (correctly) not considered by the bankruptcy court. Thus, there was no issue of material fact as to EP Tech's liability or divisibility of the liability. Lastly, the bankruptcy court was affirmed in its decisions as to the evidence it allowed to be provided by the parties' witnesses at trial.
Facts: The reorganized debtors, Oneida Ltd. ("Oneida"), object to a proof of claim (the "Claim") filed by their former financial advisor, Peter J. Solomon Company, L.P. ("PJSC"). The Claim alleges that Oneida is liable under the Amended and Restated Engagement Letter (the "Letter Agreement"), dated May 1, 2004. More specifically, PJSC reads one term (the "Tail Provision") of the Letter Agreement to PJSC with a right to $6.3 million in fees because Oneida hired a different investment banker during its chapter 11 bankruptcy case. The Tail Provision on which PJSC relies provides it with "the right to collect its full fee if the Letter Agreement is terminated in writing and a 'Transaction' is consummated within thirteen months of 'such termination.'" Pre-petition, Oneida hired PJSC for the purpose of an out-of-court financial restructuring, and a transaction was completed to that end in August 2004 (the "2004 Transaction"). Three days after the 2004 Transaction, PJSC billed Oneida and the bill was paid. No further monthly bills were sent or paid.
