ELR Citation: ELR 20182
No(s). 03-3515 (3d Cir. Sep 6, 2005)

The court holds that a corporation is responsible for the environmental response costs of a former battery manufacturer under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) based on a "de facto merger" theory of successor liability. In 2000, the corporation merged with a company and became its successor. The company, however, had previously acquired the battery manufacturing company in 1966. The continuity of location, assets, products, operations, management, employees, contracts, and shareholders between the battery manufacturer and the company, the subsequent liquidation and dissolution of the manufacturer, and the company's assumption of the manufacturer's obligations in order to continue normal business operations without interruption establish that the company is the the battery manufacturer's successor-in-interest under CERCLA. Because the corporation is the successor to the company, it is therefore liable for the response costs of the battery manufacturer. In addition, the court applied a uniform federal rule of successor liability rather than the law of a particular state in reaching its decision.