STATE OF CALIFORNIA STATE WATER RESOURCES

ii
STATE
In the Matter
PUREX
STATE OF CALIFORNIA
WATER RESOURCES CONTROL
of the Petition
INDUSTRIES,
of
BOARD
)
1
1
)
)
INC.
For Review of Administrative
Civil
Liability
Order 96-042 of the
California
Regional Water Quality
Control Board, San Francisco Bay
Region.
Our File A-1023.
ORDER
WQ 97-04
Regional
Water
1
)
)
1
BY THE BOARD:
On March
20, 1996,
the California
Quality
Control
Board,
Board),
adopted
Order ,96-042, imposing
liability
on Purex
the company
Executive
Officer's
investigate
California.
petitioner)
and
failed
filed
for a hearing
(State Water
1
Industries,
to submit,
request,
groundwater
Purex
Board
San Francisco
a timely
The order
an addendum
petition
the State
(Purex
was
issued
Water
Board
because
to
in Belmont,
Industries,
for review
Water
Water
civil
to a workplan
at a site
Inc.
(Regional
administrative
at the Regional
pollution
Industries,
with
Inc.
Bay Region
Resources
of Order
Control
Inc.
or
96-042
Board
or Board).l
See Water Code sec. 13320; Cal. Code Reg., title 23, sec. 2050 et seq.
Purex Industries,
Inc. later granted the State Water Board a 60-day extension
to resolve the petition.
See.Cal. Code Regs., tit. 23, sec. 2052(d).
The
time for final State Water Board action on the petition expires on or about
May 14, 1997.
e
Purex
Board's
named
Industries,
action
Inc. challenges
on the ground
as a responsible
party
Industries,
Inc.
responsible
for investigation
and
that,
requests
conversely,
Blakeslee,
the company
that
the Board
including
Water
Board
Corporation,
Ordinarily,
this would
Industries,
Inc.
liable.
leveraged
buy-out
site
Purex
in 1982 shifted
that
with
Purex
it is not
either
site
Baron-
Industries,
of several
operator
basis
Petitioner
order.
Purex
successor
be a proper
improperly
or both.
named
a former
Water
of the Belmont
resides
Inc.,
as the corporate
Purex
find
or remediation
Inc. or AlliedSignal,
96-042
was
in the enforcement
responsibility
The Regional
in Order
that
the Regional
Inc.
entities,
of the site.
for holding
contends,
Purex
however,
all liability
that
a
for the Belmont
0
from
properly
leveraged
Corporation
to Baron-Blakeslee,
This
order
concludes
named
Purex
Industries,
buyout
included
that
site by Baron-Blakeslee,
did not
relieve
Purex
Industries,
concludes
liability,
the list
time,
Purex
that,
based
the Regional
of responsible
it is unclear
Inc.
in Order
Inc.,
Corporation
Inc.)
the Regional
an assumption
Belmont
Rather,
parties
whether
should
AlliedSignal,
2
for the
agreement
the Board
assumption
add that
Inc.,
While
its successor,
Inc.'s
for the site.
Board
96-042.
the assumption
on Baron-Blakeslee,
Board
Water
of liability
(and, hence,
of liability.
Water
Inc.
of
company
to
At the present
the parent
of
the
?
a
Baron-Blakeslee,
Inc.,
can also be considered
party.
I.
A.
late
'80s volatile
detected
in groundwater
Boulevard
in Belmont.
the property
adjoining
of TCE
VOCs
line
and
adjacent
suspected.
Later
located
site,
for solvent
There
were
and was,
at 500 Harbor
in 1990
Boulevard
that
the
had previously
therefore,
of
an off-site
revealed
Avenue,
(ppb)
sources
consequently,
at
and
per billion
no known
investigations
at 511 O'Neill
recycling
parts
site;
(VOCs) were
collected
500 Harbor
28,823,OOO
Boulevard
compounds
located
samples
between
ppb of DCE.
500 Harbor
organic
a site
Groundwater
contained
586,000
was
beneath
boundary
property
at the
source
used
BACKGROUND
Site History
In the
0
a responsible
a potential
been
source
of the VOCs.
in 1960.
The Currier
Company
opened
The Currier
Company
and,
a California
solvent
sales
corpc:ration
and became
Corporation,
through
operate
e
merged
corporation,
facility
the solvent
was
closed.
later,
operation
with
Purex
a division
there.
recycling
of Purex
The site
facility
On June
until
1972,
owned
site
Inc.,
a
30, 1970,
a California
Corporation.
Division,
is currently
3
operated
Corporation,
its Baron-Blakeslee
Avenue
Baron-Blakeslee,
(Baron-Blakeslee/Cal),
and recycling
Baron-Blakeslee/Cal
the 511 O'Neill
Purex
continued
when
to
the
by W. Howard
,.
0
and Catherine
at that
B.
Jones,
who operate
Delaware
were
nine
(Purex
of Purex
Corporation
the assets
1982,
facility
corporations
subsidiaries
were
of nine
companies
Inc. and a wholly-
Later,
created
of PI1 Acquisitions,
and liabilities
of
of a leveraged
two shell
Holdings,
Inc.
in
all of the stock
and its parent,
PI1 Acquisitions,
shell
incorporated
in anticipation
in Delaware--PI1
subsidiary,
wholly-owned
Inc. was
A) and acquired
In March
incorporated
additional
Industries,
Industries
Corporation.
owned
retail
Activity
In 1978 Purex
buyout'
battery
location.
Corporate
Purex
a small
divisions
in June
1982,
in Delaware,
Inc.,
all
to receive
of Purex
Corporation.
On August
Industries
shares
was merged
parent
A underwent
of Purex
investors
11, 1982,
a leveraged
Industries
of Purex
were
and Purex
All
of the 11,000,000
purchased
On the same
Pi1 Acquisitions,
day,
which
Inc.,
by private
Purex
Industries
then became
the
Corporation.
On August
of the assets
Corporation
buyout.
A stock
for $360 million.
with
Purex
13, 1982,
and liabilities
to PI1 Acquisitions,
Purex
Corporation
relating
Inc., which
to nine
executed
2
transferred
all
of its divisions
an agreement
assuming
A leveraged buyout consists of financing the purchase of a company
mainly with debt that can be repaid from the company's assets or operations.
19 Am.Jur.Zd,
Corporations,
sec. 2531, pp. 334-335.
4
A
.
3
all of the liabilities
relating
to these
divisions.
PI1
@
Acquisitions,
liabilities
shell
Inc.,
in turn,
for the nine
corporations.
Blakeslee
executed
former
Inc.
divisions
The assets
Division,
Blakeslee,
transferred
to the nine
were
and
named
for the Baron-
transferred
(Baron-Blakeslee/Del).
assuming
similarly
and liabilities
for example,
an agreement
all of the assets
to Baron-
Baron-Blakeslee/Del
all liabilities
relating
also
to the
division.
PI1 Acquisitions,
August
30, 1982,
change
to Purex
became
the parent
Inc. was
PI1 Holdings,
Industries,
of both
Inc.,
Inc.
subsequently
the parent,
Purex
dissolved.
underwent
Industries,
Baron-Blakeslee/Del
Inc.
On
a name
thus
and Purex
Corporation.
Three
the stock
years
Blakeslee/Del
The exact
13, 1982,
The company
a name
in the sale of cleaners,
Franklin
hand
cleaner,
Corporation,
between
Corporation
change
retained
Division,
continued
sold
all of
now
known
Baron-
is unclear.
Purex
The company
Industrial
Inc.
relationship
Inc.
it underwent
Inc.
the Purex
liabilities.
pads,
August
although
T P Industrial,
business
Inc.
Industries,
to Allied
and AlliedSignal,
After
Division,
Purex
of Baron-Blakeslee/Del
as AlliedSignal,
existence
later
continued
10 days
the Turco
and other
to do millions
coatings,
and Old Dutch
Brillo
cleanser.
later
in
to
Products
assets
and
of dollars
metal
of
scouring
In 1986
T P Industrial,
Inc. merged
with
its parent, ,Purex Industries,
Inc.
C.
Regional
the
Water
Board
Action
In March
1995,
after
several
site,
the Regional
500 Harbor
that
Purex
Industries,
groundwater
whether
Boulevard
Inc.
investigation
the site was
groundwater.
because
submit
a source
use
a work
at 511 O'Neill
Avenue
for solvent
groundwater
flow,
groundwater
at the boundary
the elevated
of investigation
Water
plan
VOC
site was
recycling,
concentrations
between
Board
at
requested
for a soil
Avenue
of the high
The 511 O'Neill
of its past
years
and
to determine
levels
found
in the
a suspected
source
the direction
of solvents
the two properties,
of
in
and other
factors.
Purex
staff
Industries,
determined
number
that
the plan
of soil borings
months
later,
company
submit
an addendum
Purex
ground
that
administrative
Industries,
3
4
civil
Inc.
See Water
Code
See id., sets.
was
improperly
liability
to submit
13323
et seq.
6
the site.
requested
addressing
that
this
apparently
on the
named.
Water
in Order
13267.
13268,
Board
Inc. refused
the Regional
for failure
sec.
Water
but
a sufficient
characterize
to the workplan
Industries,
1996,
the workplan,
did not contain
the Regional
the company
In March
submitted
to adequately
Several
deficiency.
Inc.
Board
96-042
imposed
on Purex
the addendum.4
The
the
Regional
0
Water
responsible
interest
Board
party
found
because
that
Inc.5
This petition
Blakeslee
facility
Division,
caused
successor
liable
Industries,
buyout
Inc.,
shifted
liability
in
and
Purex
its Baron-
recycling
of the facility
Purex
Industries,
Inc.
due to the 1986 merger
Industries,
Inc.
by its predecessor.
that
the 1982
to Baron-Blakeslee/Del
is, therefore,
Purex
leveraged
or AlliedSignal,
or both.
Regional
submittals
issue
5
solvent
pollution.
however,
As a preliminary
the
through
Operation
caused
Inc. contends,
a
followed.
to Purex'Corporation,
for any pollution
Corporation,
the former
Avenue.
Inc.6
the successor
of California,
groundwater
T P Industrial,
Inc. was
DISCUSSION
operated
at 511 O'Neill
apparently
with
Corporation
was
Purex
II.
Purex
Industries,
the company
to Baron-Blakeslee/Cal,
T P Industrial,
is the
Purex
Water
Board
record
from Purex
96-042,
the Board
and our record
Industries,
of liability.
See Order
matter,
Inc.
The Board,
fdng. 2.f.,
notes
contain
that both
numerous
and AlliedSignal,
therefore,
the
concludes
Inc. on
that
an
l., and m.
6
See,
e.g.,
Moe v. Transamerica
Title Ins, Co. (1971) 21 Cal.App.3d
289,
304 [98 Cal.Rptr. 5471 (as a general rule, a corporation
formed by merger is
liable for the debts and liabilities of the constituent
corporations,
whether
based on contract or tort).
See also California
Corporations
Code sec. 1107
(the surviving corporation of a merger is subject to all of the debts and
liabilities
of the disappearing
corporation).
7
additional
hearing,
as requested
by the petitioner,
is
unnecessary.
A.
Liability
of Baron-Blakeslee/Del
California
that
purchases
the assets
the liabilities
exceptions
to
follows
the general
of another
of the seller.7
this
general
or implied
(2) the transaction
amounts
of the two corporations;
Purex
exceptions
only
Industries,
apply
the
Blakeslee/Del
Water
does
not
recognize
agreement
of
to a consolidation
expressly
Avenue
Board
applies.
site,
should
agreed
the Board
consider
that
The State
Because
is for
the first
Water
the Board
to assume
further
or
is a mere
Inc. argues
in this case.
first
assume
four
(4) the transfer of assets to the purchaser
fraudulent purpose of escaping liability.'
the
O'Neill
a corporation
rule where:
(3) the purchasing
corporation
continuation
of the seller; or
that
that
corporation
The courts
(1) there is an express
assumption
of liability;
merger
rule
Board
find
liability
conclude
Baron-Blakeslee/Del,
three
conclude
that Baron-
for the 511
that
the Regional
and possibly
7
See, e.g.,
Beatrice Co. v. State Board of Equalization
(1993) 6 Cal.4th
767, 778 [25 Cal.Rptr.2d
438, 863 P.2d 6831; Ray v. Alad (1977) 19 Cal.3d 22,
28 [136 Cal.Rptr.
574, 560 P.2d 31.
8
The California Supreme Court has created a fifth exception to
See id.
the general rule which imposes successor liability under certain circumstances
in product liability cases.
See Ray v. Alad, supra in. 7.
This exception in
inapplicable
here.
8
.
0
AlliedSignal,
Inc.,
investigation
and remediation
1.
of Assumption
Agreement
Whether
assumed
liability
the
agreements
between
Baron-Blakeslee/Del
issue,
the Board
Purex
The transfer
Under
specifically
Paragraph
1 identified
Liabilities,
Liquidation
"all of
personal,
[Purex
known
liabilities
.
.
review
of assets
the contractual
PI1 Acquisitions,
and liabilities
Inc.
included
to "the assets
in paragraph
in Purex
Corporation's
but not
Assets
assets
other
but not
to .
Inc.
between
.
and
than
limited
.
an assumption
Inc. assumed
and liabilities
Assets
Plan
and
of Partial
and Liabilities
liabilities,
those
were
real
retained
and
by Purex
to, all of the assets
the Baron-Blakeslee
limited
Purex
1 of the agreement."
as the Distributed
and unknown,"
related
of fact.g
Inc. and Baron-Blakeslee/Del.
Corporation's]
including,
is a question
and
The Distributed
"including,
and
,
Corporation
these
as defined
(Plan).
Corporation,
.
must
relating
identified"
for
or impliedly
the a'greement, PI1 Acquisitions,
all of the liabilities
0
expressly
site
and PI1 Acquisitions,
agreement."
parties
of the site.
PI1 Acquisitions,
Corporation
responsible
for the Belmont
To resolve
and between
as additional
to, all
the land
Division
.
.
.
and
Q
Schwartz v. Pillsbury Inc. (9th Cir. 1992) 969 F.2.d 840,
See, e.g.,
845-846; Gee v. Tenneco, Inc. (9th Cir. 1980) 615 F.2d 857, 862-863.
*
between
i1
Instrument
of Assignment
and Assumption,
Purex Corporation
and Pi1 Acquisitions,
Id.,
paragraph
2.
9
dated
Inc.
August
13, 1982,
other
assets
(emphasis
at the
added)
on Exhibit
facilities
of the P1an.l'
executed
"with
assumed
respect
the assets
and
addresses
Division,
including,
listed
agreement.'"
on Exhibit
Baron-Blakeslee
under
Inc.
assumed
as well
located
A
Division
the first
(emphasis
as known
liability
assumption
used
added)"
included
agreement,
The Board
which
base
liabilities.
In addition,
on Exhibit
signed,
A.
the
to the former
In the Board's
PI1 Acquisitions,
was,
in turn,
covering
although
assumed
on the
all unknown
the
12
Plan of Partial Liquidation between Purex Corporation
and PI1
Acquisitions,
Inc., dated August 13, 1982, paragraph
3, p. 2.
between
14
Instrument
of Assignment
and Assumption,
dated August 13, 1982,
PI1 Acquisitions,
Inc. and Baron-Blakeslee/Del,
paragraph 2.
Id., par.
1.
10
the
and
its conclusion
in the agreements,
to its
of the assumption
were
related
"all
to, all
facilities
Corporation.
liability,
were
relating
agreements
of Purex
this unknown
language
at the
in
specifically
but not limited
site was not
an unknown
by Baron-Blakeslee/Del.
expansive
listed
Baron-
These
or unknown,
the two assumption
site was
view,
assets
The Belmont
When
Belmont
B"
of PI1 Acquisitions,
1" of the agreement.13
known
and other
.
in which
and liabilities
liabilities,
Baron-Blakeslee
.
agreement
to the assets
in paragraph
.
site was not
all of the liabilities
identified
land
The Belmont
on Exhibit
Inc. and Baron-Blakeslee/Del,
an assumption
Blakeslee/Del
Inc.
listed
B.
PI1 Acquisitions,
turn,
and addresses
‘.
0
agreements
prefaced
enumerated
with
indicated
those
certain
the phrase
an intent
"including,
to not
restrict
the listings
but
not
limited
the assumed
were
to."
This
liabilities
to
enumerated.
AlliedSignal,
Inc. contends
Belmont
site,
because
the site was not
assumption
nevertheless,
agreement.
an ambiguity,
remained
Assuming
contract
interpretation.15
a whole,
in order
with
that
use
makes
of this
in either
language
to the general
must
to every
part
for the
Corporation
identified"
are subject
effect
liability
Purex
The agreements
to give
which
that
"specifically
the agreements
interpretation
0
liabilities,
created
rules
of
be interpreted
part.i"
of the agreement
as
An
inoperative
is
to be avoided.17
AlliedSignal,
would
make
Inc.' s interpretation
the language
meaningless.
Unknown
were
obviously
executed
including
"unknown
liabilities"
liabilities
existing
when
could
not have been
identified."
In addition,
AlliedSignal,
would
the language
"including,
nullify
indicated
an intent
of the agreements
to cover
"specifically
Inc.'s
but
liabilities
the agreements
not
not
interpretation
limited
to,"
which
specifically
15
See California Civil Code sec. 1637.
See generally 17A Am.Jur.2d
(rev.) Contracts,
sec. 336 et seq.; 1 Witkin, Summary of California
Law
(9th ed. 1987), Contracts, sec. 681 et seq.
16
Surety
1:
Surety
See California Civil Code sec. 1641; Titan Corp. v. Aetna Casualty
457, 413-474 [27 Cal.Rptr. 2d 4761.
Co. (1994) 22 Cal.App.4th
6
See California Civil
Co., supra fn. 16.
&
Code
sec.
1643;
11
Titan
Corp.
v. Aetna
Casualty
,
enumerated.
The Board
concludes,
Inc.' s interpretation
Blakeslee/Del
this
fact
parent.
There
rule,
is protected
evidence
the two companies
AlliedSignal,
the unknown
liability
may have merged."
Inc. wouid
have
liability
corporation,
from liability
in the record,
this Board.
Inc.
Although
of Baron-Blakeslee/Del,
to impose
a parent
on AlliedSignal,
before
the stock
is insufficient
As a general
is some
that Baron-
is binding
from the record
Inc. purchased
alone
stockholder,
to assume
this agreement
be determined
AlliedSignal,
agreed
and
that AlliedSignal,
site.
Whether
cannot
is unreasonable
expressly
for the Belmont
therefore,
like
any other
by the corporate
however,
If this
acquired
on the
the
veil.'"
to indicate
that
is true,
liabilities
of Baron-
Blakeslee/Del.
2.
De Facto Merger
Purex
was
Industries,
a de facto merger
Purex
that
Corporation
there
was
Inc. apparently
between
the Baron-Blakeslee
and Baron-Blakeslee/Del.
a de facto merger
PI1 Acquisitions,
Inc., which,
contends
between
in turn,
that
Division
Petitioner
Purex
merged
there
maintains
Corporation
with
of
and
Baron-
Blakeslee/Del.
l@
McLaughlin
E.g.,
[24 Cal.Rptr.
3111.
v. L. Bloom
Sons
19
0
Co.
( 1962)
206 Ca l.App.2d
848
See Regional Water Board Administrative
Record, Item 19, letter dated
March 17, 1995, from Kennti.. J. Burke, Senior Counsel, Allied Signal, Inc., to
Regional Water Board,
Mr. Stephen Morse, Chief, Toxics Cleanup Division,
et al., Att. 2.
12
,
i
In general,
0
corporation
corporate
a merger
by another,
identity
which
together
and powers
of the merged
business.20
The merged
Here,
Purex
Corporation
survives,
with
corporation
there
capital,
ceases
and
franchises,
the combined
to exist.*'
was no actual
in business.
its name
and continues
and PI1 Acquisitions,
continued
of one
retains
the added
corporation,
obviously
Corporation
is the absorption
merger
between
Inc. because
Nor was
there
Purex
a de facto
merger.
The doctrine
cases
same
l
in which
result
recognized
(1) where
providing
claims
a transaction
as a merger.
any consideration
wholly
promptly
distributed
fair
of shares
the seller's
in this
consideration
could
and
to the seller's
case.
forits
Purex
stock
to address
achieves
Court
the
has
in two situations:
assets
be available
(2) where
of the purchaser's
liquidation.22
sale
all of another's
that
creditors;
created
Supreme
exception
takes
was
as an asset
The California
one corporation
of the other's
applicable
cast
the de facto merger
consists
with
of de facto merger
to meet
the consideration
stock
shareholders
Neither
which
and assets
are
in conjunction
circumstance
Corporation
without
apparently
is
received
a
from PI1
20
1648, 1660
Inc. (1989) 215 Cal.App.3d
Phillips v. Cooper Laboratories,
[264 Cal.Rptr.
3111, Citing
Heating Equipment Mfg. Co. v. Franchise
Tax Board
(1964) 228 Cal.App.2d 290, 302 [39 Cal.Rptr. 4533.
2i
0
22
Id.
See
Ray v. Alad,
supra
fn. 7, 19 Cal.3d
13
at 28-29.
.
i
0
Acquisitions,
rather
Inc.
continued
no de facto
And,
Purex
in business
merger
where
Corporation
for a number
the seller
did not
liquidate,
of years.
There
corporation
continues
but
can be
to
exist.>'
Purex
Inc. merged
true,
with
it does
not merge
ultimate
Industries,
Baron-Blakeslee/Del.
not
with
Inc. contends
change
between
Purex
PI1 Acquisitions,
Assuming
our conclusion.
PI1 Acquisitions,
merger
that
Inc.
that
Purex
Hence,
Corporation
this
is
Corporation
there
did
was no
and Baron-
Blakeslee/Del.
3.
Mere
Continuation
Purex
Blakeslee/Del
Division
have
a mere
mere
continuation
a showing
(2) one or more
inadequate
21
Cal.4th
24
stated
was
Baron-
holding
corporation
liable
for its debts
of the following:
officers,
a
is the
for the predecessor's
were
that
(1) no
assets;
directors,
or
corporations.24
previously,
Beatrice
See Ray v. Mad,
cases
of another
given
that
of the Baron-Blakeslee
California
of one or both
consideration
See, e.g.,
at 778.
contends
and therefore
persons
of both
As
continuation
the assets
consideration
stockholders
Inc. also
Corporation.
acquiring
required
adequate
and
was
of Purex
corporation
latter's
Industries,
there
in this
Co. v.
supra
case.
Board
Further,
of Equalization,
fn. 7, 19 Cal.3d
14
is no evidence
at 29.
of
while
supra
it appears
fn. 7, 6
i
that
0
at least
one person
and Baron-Blakeslee/Del,
latter
was
imposed
a mere
finding
In fact,
either
purchasing
B.
continuation
Liability
of Purex
Purex
Corporation,
at the Belmon-t site.
Baron-Blakeslee/Del
liability
Division
the Board
and a division
Industries,
Inc.
operator
expressly
Corporation.
Corporation
and,
thus,
liability?
The Board
Baron-Biakeslee/Del's
liabilities
related
nature.26
Absent
obligated
to assume
See Beatrice
Water
agreed
continuation
of the seller
Board
separate
cases
between
a
corporation.
Did
that
this
to Purex
recycling
facility
has concluded
that
to assume
to the former
the unknown
Baron-Blakeslee
agreement
Purex
relieve
Industries,
Purex
Inc.
from
it did not.
agreement
to assume
division
related
of Equalization,
the unknown
was contractual
the corporation
the liabilities
Co. v. Board
to the seller
have
is the successor
to the former
the agreement,
is not
Inc.
its successor,
conclude
the
of no California
of the solvent
The State
for the site related
of Purex
or mere
that
recourse
is aware
Corporation
Liability
and the two corporations
Industries,
a former
when
Purex
conclude
of the former.
a de facto merger
corporation
of both
cannot
corporation
is available
identities.25
an officer
the Board
on an acquiring
corporation
was
was
not
in
legally
to the former
supra
fn. 7, 6 Cal.4th
at
See Beatrice Co. v. Board of Equalization,
supra fn. 7, 6 Cal.4th
("An agreement to assume liabilities
is a contractual
promise to
the obligations
of another.")
at
778.
26
782-783
perform
15
,i
0
division
not
because
assume
effect
of the general
the liabilities
of the agreement
its successors
under
The State
not binding
reasons.
precedent.
The Board
contractual
agreements
are not binding
Board
has
cases
such
in cases
hazardous
Response
liable
between
The
legal
Inc.,
and
to perform
the agreement
Boards
is consistent
taken
individuals
or Regional
policy
for several
with
past
the position
regarding
Water
that
liability
Boards.27
considerations
parties
should
is
The
present
properly
in
be named
responsibility."'"
this conclusion
cleanup
et seq.
liability
that
Water
has previously
"[Mlultiple
waste
conclude
conclusion
does
agreement.
or Regional
as this.
9601
regarding
Board
the public
Compensation
Section
Baron-Blakeslee/Del
recognized
Second,
corporation.
to compel
on the State
of disputed
purchaser
PI1 Acquisitions,
Water
this
an asset
of the selling
the assumption
on the State
First,
that
was to give
the right
its obligations
rule
statute,
Act
Under
contractual
waste
with
the Comprehensive
and Liability
between
for a hazardous
is consistent
CERCLA,
an owner
release
(CERCLA),
the federal
Environmental
42 U.S.C.
provisions
or operator
of a site who
and
party
another
is
are
21
State Water Board Order WQ 93-9, pp. 10-11.
The Board has designated
its decisions
and orders as precedent decisions.
State Water Board Order
WR 96-1 at 18, n.11.
28
0
State Water Board Order WQ 86-16, p. 13.
In this regard, the Board
note that Regional Water Board staff have indicated that they intend to
recommend the addition of the landowners as secondarily
responsible
parties
site cleanup requirements
are issued.
Transcript
of Regional Water Board
hearing on February 21, 1996, p. 6.
16
if
unenforceable
applied
United
against
in circumstances
States
corporation,
shift
which
was
similar
liable
of the transfer,
the transferred
remained
liable
subsidiary
and that,
could
under
had apparently
The court
that
had
that
were
to the chain
could
not
transferred
agreed,
held
In
a parent
CERCLA,
liabilities
if the agreement
also be added
here.
held
The parent
all
has been
presented
as an owner
to accept
assets.
rule
the court
to a subsidiary.30
which
This
to those
for example,
to a subsidiary,
condition
with
v. Lang,
liability
assets
the government.*'
as a
associated
the parent
proven,
the
of cleanup
accountability.
III.
For the reasons
that
the Regional
Industries,
conclude
Inc.
that
Water
CONCLUSIONS
explained
Board
in Order
acted
96-042.
for the Belmont
Blakeslee
Division
concludes
that
the Regional
properly
expressly
site related
of Purex
the Board
Water
Board
The Board
as an additional
responsible
investigative
or remedial
at the site.
evidence
25
32
in the record
indicates
former
should
treat
party
Although
U.S.C. Sec. 9607(e)(l).
42
864
F.Supp. 610 (E.D.Tex. 1994).
17
further
the unknown
Barontherefore
Baron-
for any
that AlliedSignal,
See
Purex
Board
assumed
Blakeslee/Del
work
Water
to the
Corporation.
concludes
in naming
The State
Baron-Blakeslee/Del
liability
above,
the
Inc.
future
6
o-
purchased all of the stock of Baron-Blakeslee/Del,
whether AlliedSignal,
it is unclear
Inc. should also be considered a
responsible party.
IV.
ORDER
IT IS HEREBY ORDERED that the Regional Water Board
should consider Baron-Blakeslee/Del as a responsible party for
any future investigative or remedial work at the 511 O'Neill
Avenue site.
IT IS FURTHER ORDERED that the petition of Purex
Industries, Inc. is otherwise denied.
CERTIFICATION
The undersigned, Administrative Assistant to the Board,
does hereby certify that the foregoing is a full, true, and
correct copy of an order duly and regularly adopted at a meeting
of the State Water Resources Control Board held on May 14, 1997.
AYE:
John Caffrey
James M. Stubchaer
Marc Del Piero
Mary Jane Forster
John W. Brown
NO:
None.
ABSENT:
None.
ABSTAIN:
None.
A
inistrative A&sistant to the Board
18