A federal court in New Hampshire has ruled that, under the doctrine of successor liability, the corporate owner of a service station may be liable for waste dumping carried out by a prior station owner at a CERCLA site in Plaistow. Members of the Beede Site Group v. Fed. Home Loan Mortgage Corp., No. 09-370 (D.N.H. 3/21/11). The service station had been operated by its prior owner from the 1980s until 1999, when a station employee purchased it along with its trade name. During the 1980s, the station generated waste motor oil that was deposited by Beede Waste Oil Corp. at the dump in Plaistow. After EPA named the dump a CERCLA site, several entities that undertook remediation formed a PRP Group, the Beede Site Group. The PRP Group sued the service station, among others, seeking contribution and other costs. Defendant owner moved for summary judgment, arguing that he purchased limited assets only and bore no responsibility for the costs of remediation for dumping that occurred before 1999.
Citing a New Hampshire Supreme Court opinion, the court stated, “successor liability may be found if the transaction is determined to be a de facto merger,” which has “four tell-tale aspects: (1) a continuation of the enterprise of the seller corporation,” (2) “a continuity of shareholders,” (3) “a speedy dissolution of the predecessor corporation,” and (4) “an assumption, by the successor, of the predecessor’s obligations as necessary for the uninterrupted continuation of normal business operations.” Bielagus v. EMRE of New Hampshire Corp., 826 A.2d 559 (N.H. 2003). In its analysis, the court found that factors one, three and four were met and that two was not relevant. The court therefore denied defendant’s motion for summary judgment.