ELR Citation: ELR 20187
No(s). 07-9627 (S.D.N.Y. Jul 16, 2008)

A district court held that a company that purchased several paper mills and associated properties in 1972 did not assume any liability under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) for the costs of cleaning up environmental contamination at the sites. CERCLA was enacted in 1980, nearly a decade after the sale. The contract unambiguously stated that the purchaser assume only those liabilities existing on the closing date in 1972. This temporal limitation evinces a clear intent by the contracting parties to limit the purchaser's assumption of liabilities to only those existing on the date of the closing and to exclude liabilities arising under later-enacted CERCLA legislation.