ELR Citation: ELR 20497
No(s). 89-2393 (6th Cir. Jan 4, 1991)

The court rules that successor corporations can be liable under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) for cleanup costs incurred as a result of hazardous waste releases by their predecessors. Congress intended to include successor corporations within the description of entities liable under CERCLA §107(a). The court thus finds it unnecessary to fashion a federal common-law rule. The drafters of CERCLA were aware of the universally accepted doctrine of successor corporate liability and intended the term "corporation" in the definition of "person" in CERCLA §101(21) to be given its usual meaning. Further, the rules of statutory construction in 1 U.S.C. §§1-6 indicate that the listing of various terms applied to business entities in §101(21) was intended to include all known forms of business and commercial enterprises. Construing CERCLA to include successor corporation liability is consistent with the Act's purposes of providing the government with effective enforcement tools and forcing responsible parties to bear the cleanup costs.

A concurring judge writes to more fully explain why Michigan corporate law should apply. The status of a corporation allegedly liable under CERCLA §107 should be determined by reference to the law under which the corporation was created, which is state law. There is no need for a uniform federal rule to determine whether a corporation exists or can be held vicariously liable under CERCLA, since state law of successor liability is largely uniform and poses no significant threat to the federal interests protected by CERCLA.

[The district court's decision is published at 20 ELR 20442.]

Counsel for Plaintiffs-Appellants
Ann F. Goodman
Miller, Canfield, Paddock & Stone
1 Michigan Ave., Ste. 900, Lansing MI 48933
(517) 487-2070

Counsel for Defendants-Appellees
Jeffrey O. Cerar
Squire, Sanders & Dempsey
1201 Pennsylvania Ave. NW, P.O. Box 407, Washington DC 20044
(202) 626-6600

Before: KENNEDY and GUY, Circuit Judges; and LIVELY, Senior Circuit Judge.