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United States v. Amoco Chem. Co.

Citation: 30 ELR 20571
No. No. 99-20586, 212 F.3d 274/(5th Cir., 05/15/2000)

The court holds that neither an amended Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) consent decree between a waste handler and the United States nor a previous trust agreement with other CERCLA defendants bound a waste handler to sign a new trust agreement. The district court found various parties jointly and severally liable under CERCLA and entered a consent decree regarding remediation costs and cleanup methods. The parties negotiated a trust agreement memorializing the share of costs each party would bear. After beginning cleanup, changed circumstances led to an amended consent decree and trust fund agreement. The waste handler participated in the formation of the amended agreements and signed the new consent decree but refused to sign the new trust agreement arguing that the changed trust agreement altered its share of the costs. The court first holds that the terms of the already executed agreements do not require the waste handler to execute the specific trust agreement at issue. Language in the amended consent decree obligates the waste handler to sign some trust agreement but does not lock it into any particular allocation or make the amended trust agreement part of the amended decree. Additional language in the consent decree provides that the members of the original trust agreement are included among the members to the consent decree, but does not specify that the members' agreements among themselves will remain the same. The court next holds that the waste handler is not obligated to enter into the trust agreement based on its course of dealing with the other defendants. The waste handler made no affirmative statements regarding the trust agreement and is not bound by its silence because silence normally does not establish acceptance of an offer. Moreover, none of the parties relied on the waste handler's continuing assent to its allocation share in signing the amended consent decree. The court further holds, however, that the waste handler did agree in the amended consent decree to enter into some trust agreement with the other parties and, therefore, must agree to some system of allocation.

Counsel for Plaintiff
Alok Ahuja
Beck, Redden & Secrest
One Houston Center
1221 McKinney St., Ste. 4500, Houston TX 77010
(713) 951-3700

Counsel for Defendants
JoAnne H. Ray
Woodward, Hall & Primm
Chase Tower, Houston TX 77002
(713) 221-3800

Before Garza and Benavides, JJ.