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Aluminum Co. of Am. v. Beazer E., Inc.

ELR Citation: 27 ELR 21510
Nos. 96-3420, 124 F.3d 551/(3d Cir., 09/02/1997)

The court holds that an appellant corporation that entered a pre-Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) liquidation agreement succeeded to a wood processor's CERCLA liability, but that two appellee corporations that controlled the wood processor's board of directors are not liable as operators in a CERCLA contribution claim. The court first holds that it has jurisdiction to hear the appeal of the district court's decision where damages issues remain to be resolved through arbitration. When a district court has resolved all the issues the parties have presented to it for adjudication, and the parties have agreed to entry of an order guaranteeing that no further proceedings will occur as part of the same action, then there is a final decision for purposes of appellate jurisdiction. The presence of previously pleaded but unresolved claims, to be resolved at some future date in a nonjudicial setting, does not deprive the district court's judgment of finality.

The court next holds that the appellee corporations' control of the majority of the wood processor's board of directors did not exert actual and substantial control over the wood processor's facilities and, thus, are not liable as operators of those facilities. A corporation cannot be held liable for CERCLA violations at a facility under the actual control test unless it is found to have either made the day-to-day operating decisions concerning the facility or exercised pervasive control over its policymaking. As the district court found, there was no credible evidence indicating that the appellee corporations dictated a single management decision over a 20-year period to any of the wood processor's presidents.

Next, the court holds that the appellant corporation's assumption of all of the wood processor's liabilities and obligations is sufficiently broad to encompass assumption of CERCLA liabilities. The court rejects the appellant corporation's argument that even if it assumed all of the wood processor's liabilities, including CERCLA liabilities, those liabilities ceased to exist under Delaware law three years after the dissolution of the wood processor. The appellant corporation is an ongoing entity, with an existence separate from the dissolved corporation, that received corporate assets and assumed corporate obligations, and which existed both at the time the CERCLA claims arose and at the time they were asserted. Although Delaware law prevents the wood processor from being sued by the appellee corporations at this late date, the corporate dissolution statute provides appellant corporation no protection because it continues to exist.

Counsel for Appellant
Christopher J. McNevin
Pillsbury, Madison & Sutro
725 S. Figueroa St., Ste. 1200, Los Angeles CA 90017
(213) 488-7100

Counsel for Appellee
Richard W. Gladstone II
Eckert, Seamans, Cherin & Mellott
600 Grant St., 42d Fl., Pittsburgh PA 15219
(412) 566-6000

Before Stapleton and Aldisert, JJ.