It is hard to tell if Malcolm Carter Enterprises v. Microsemi Real Estate, Inc., 2011Cal. App. Unpub. LEXIS 3583 (Ct. App.-4th Div 5/12/11) is a case of buyer’s remorse, sloppy drafting or simply the lack of a meeting of the minds. It is surprising that what should have been a fairly straight-forward transaction resulted in […]
Was It Buyer’s Remorse, Sloppy Drafting or Simply No Meeting of the Minds? Read More »
In Precision Brand Products. v. Downers Grove Sanitary District, 2011 U.S. Dist. LEXIS 88009 (N.D. 8/811), the Illinois Environmental Protection Agency (“IEPA”) detected TCE in private wells serving a residential community adjacent to the Ellsworth Industrial Park (EIP) in Downers Grove, Ill in 2001. The federal EPA conducted an investigation and issued PRP notices. A
Court Finds No Successor or Parent Liability For “Indirect” (Grandparent) Corporation Read More »
In the usual veil piercing case, a plaintiff asks a court to disregard a corporate entity so the assets of the owner can be used to satisfy the liability of the entity. However, sometimes the plaintiff seeks to use corporate assets to satisfy the debts of a shareholder under a theory known as “reverse veil-piercing”.
Hager’s of Cohasset, Inc. v. Nelson, 2011Minn. App. Unpub. LEXIS 156 (Minn.Ct. App. Feb. 15, 2011) is yet another lesson from a long line of cases that illustrate the risks of not using counsel for commercial property transactions especially those have problematic environmental issues. In this case, the plaintiff operated a fuel-oil business. In October 2007,
A federal district court ruled that purchaser of a coal-fired power plant was held liable as a successor for violations of the New Source Review program that had occurred prior to the transaction. The court said the purchaser had expressly assumed the liabilities even though the order of the bankruptcy court approving the sale provided
Historical environmental compliance is critically important in corporate transactions especially when a business or facility may be subject to a regulatory programs that is evolving or subject to re-interpretation such as the New Source Review program. In such cases, the parties will try to contractually allocate the risks. Despite the fact that these agreements are
Regulatory Re-Interpretation Triggers Contractual Indemnity Read More »
Anyone who has negotiated the purchase of a gas station is aware that these agreements are incredibly complex. The contracts have dense definitions, dependent and inter-related provisions, and grant broad discretion to the sellers in determining the scope and conduct of the cleanup. A buyer who does not retain an environmental attorney who has previously
From a purely legal standpoint, the recent ruling In Tennessee v. Roane Holdings Ltd., 2011 U.S. Dist. LEXIS 143703 (E.D.TN 12/14/11) was not unusual. The court ruled on a motion to dismiss that a party who had entered into an administrative order on consent could not bring a cost recovery action under CERCLA section 107
Acquisitions Bring CERCLA Liability to Banking Conglomerate Read More »
In Burlington Northern & Santa Fe Railway Co. v. United States, 129 S.Ct. 1870 (2009), the United States Supreme Court held that to establish that a defendant is a CERCLA “arranger” or generator under § 9607(a)(3), a plaintiff must establish that the defendant intended to dispose hazardous substance. The court said that while an entity’s knowledge that a product
Reports of the Demise of CERCLA “Arranger” Liability Proving to Be Premature Read More »
As the trial date for the sprawling Deepwater Horizon Gulf Oil Spill litigation date rapidly approaches, the federal district court has been busy issuing decisions to help refine the issues. Two of these opinion involved interpreting the scope of contractual indemnities-one of our favorite topics. The first opinion involved cross-motions for partial summary judgment filed
Court Interprets Scope of Indemnity Clauses Involving Deepwater Horizon Gulf Oil Spill Read More »