ELR Citation: ELR 20945
No(s). s. 88-0200-L(J) -0201-L(J) (W.D. Ky. Feb 9, 1990)

The court holds that a dissolved Ohio corporation and its shareholder distributee cannot be held liable for response costs under Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) §107 nine years after dissolution and asset distribution. In 1976, Angell Manufactuing Co. allegedly had hazardous substances transported for disposal at two Kentucky sites, but dissolved and distributed its purchase price to its shareholders following the execution of an asset purchase agreement in 1979. The court holds that CERCLA §107 does not permit such suits because the definition of "person" in §101 does not include dissolved corporations and their shareholder distributees. Moreover, although abundant authority exists for applying CERCLA retroactively, there is no precedent for imposing liability on a dissolved corporation nine years after it wound down and distributed its assets. The court holds that state laws that shield a corporation from liability are preempted by CERCLA. Whether a corporation is liable under CERCLA is a question of federal law and cannot depend on the law of the state of incorporation, which will vary from state to state.

Counsel are listed at 20 ELR 20942.