Amoco Chemical Co. v. Tex Tin Corp.
| Decision Date | 30 April 1996 |
| Docket Number | No. G-95-405.,G-95-405. |
| Citation | 925 F. Supp. 1192 |
| Parties | AMOCO CHEMICAL COMPANY and Amoco Corporation v. TEX TIN CORPORATION, Associated Metals and Minerals Corporation, Asoma Corporation, Steel Holdings Corporation, Macsteel, Macsteel, Inc., The Estate of Franz A. Lissauer, Diana Fraid Lissauer, Emil Lissauer, Gordon Lissauer, Sharon Lissauer, Hannah Hirschfeld, Peter Eliel, Unknown Lissauer Family Members, Colin H. Benjamin, Stephan E. Eliel, Donald P. Wefer, and Salvatore Purpura. |
| Court | U.S. District Court — Southern District of Texas |
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Katherine McIlroy Shoebotham, Theodore F. Weiss, Jr., Weiss & Associates, Houston, TX, Richard Austin Schwartz, Schwartz Campbell & Oathout, Houston, TX, Jeff Zimmerman, Washington, DC, Patricia Rooney, Coffield Ungaretti & Harris, Chicago, IL, for Amoco Chemical Company, Amoco Corporation.
Ross Citti, Jackson & Walker, Houston, TX, Laurence S. Kirsch, Elizabeth T. Van Horn, Cadwalader Wickersham & Taft, Washington, DC, Daniel B. Rubock, Cadwalader Wickersham & Taft, New York City, for Tex Tin Corporation, Associated Metals and Minerals Corporation, Asoma Corporation, Steel Holdings Corporation, Macsteel, Macsteel, Inc., Colin H. Benjamin, Donald P. Wefer, Salvatore Purpura.
Ross Citti, Jackson & Walker, Houston, TX, Stephen N. Shulman, Freedman Levy Kroll & Simonds, Washington, DC for The Estate of Franz A. Lissauer, Diana Fraid Lissauer, Emil Lissauer, Gordon Lissauer, Sharon Drakides, Hannah Hirschfeld, Peter Eliel, Unknown Lissauer Family Members.
Ross Citti, Jackson & Walker, Houston, TX, for Steve E. Eliel.
In an Order entered on October 24, 1995, this Court determined that it has subject-matter jurisdiction over all claims asserted by Plaintiffs. Now before the Court are: the Motions to Dismiss for Lack of Personal Jurisdiction under Federal Rule of Civil Procedure 12(b)(2) by Defendants Steel Holdings Corporation, Stephan Eliel, Colin Benjamin, Donald Wefer, Salvatore Purpura, Diana Lissauer, Emil Lissauer, Gordon Lissauer, Sharon Lissauer,1 Hannah Hirschfeld, Peter Eliel, the Estate of Franz Lissauer, and Unknown Lissauer Family Members; the Motions to Dismiss all claims for failure to state a claim upon which relief can be granted under Federal Rule of Civil Procedure 12(b)(6) by Defendants Stephan Eliel, Colin Benjamin, Donald Wefer, Salvatore Purpura, Diana Lissauer, Emil Lissauer, Gordon Lissauer, Sharon Lissauer, Hannah Hirschfeld, Peter Eliel, the Estate of Franz Lissauer, Unknown Lissauer Family Members, Tex Tin Corporation, Associated Metals and Minerals Corporation,2 Asoma Corporation, Steel Holdings Corporation, and MacSteel, Incorporated; and the Motion for a More Definite Statement of the commonlaw fraud and the fraudulent transfer claims under Federal Rule of Civil Procedure 12(e) by Defendants Tex Tin Corporation, Associated Metals and Minerals Corporation, Asoma Corporation, Steel Holdings Corporation, MacSteel, Incorporated, Colin Benjamin, Donald Wefer, and Salvatore Purpura.3 Also before the Court is Plaintiffs' Motion to Strike various exhibits and affidavits submitted by Defendants in their Supplemental Brief in support of their Motions to Dismiss. In this Order, which fully supersedes the Order entered on January 10, 1996,4 the Court: DENIES the Motions of Steel Holdings Corporation and Donald Wefer to Dismiss for Lack of Personal Jurisdiction; GRANTS the Motions of Stephan Eliel, Colin Benjamin, Salvatore Purpura, Diana Lissauer, Emil Lissauer, Gordon Lissauer, Sharon Lissauer, Hannah Hirschfeld, Peter Eliel, the Estate of Franz Lissauer, and Unknown Lissauer Family Members to Dismiss for Lack of Personal Jurisdiction; DENIES the Motion of Tex Tin Corporation and Associated Metals and Minerals Corporation to Dismiss the breach of contract cause of action asserted against them for failure to state a claim upon which relief can be granted; DENIES the Motion of Steel Holdings Corporation to Dismiss the fraudulent transfer cause of action against it for failure to state a claim upon which relief can be granted; DENIES the Motions of Associated Metals and Minerals Corporation and Donald Wefer to Dismiss the common-law fraud causes of action against them for failure to state a claim upon which relief can be granted; GRANTS the Motion of Donald Wefer to Dismiss the fraudulent transfer cause of action against him for failure to state a claim upon which relief can be granted; GRANTS the Motion of Donald Wefer to dismiss all claims predicated on disregarding the corporate entity of one or more of the corporate Defendants for failure to state a claim upon which relief can be granted; DENIES AS MOOT the Motions of Stephan Eliel, Colin Benjamin, Salvatore Purpura, Diana Lissauer, Emil Lissauer, Gordon Lissauer, Sharon Lissauer, Hannah Hirschfeld, Peter Eliel, the Estate of Franz Lissauer, and Unknown Lissauer Family Member to Dismiss all claims asserted against them for failure to state a claim upon which relief can be granted; DENIES the Motion of Tex Tin Corporation, Associated Metals and Minerals Corporation, Asoma Corporation, Steel Holdings Corporation, MacSteel, Incorporated, Colin Benjamin, Donald Wefer, and Salvatore Purpura for a More Definite Statement; and DENIES AS MOOT Plaintiffs' Motion to Strike various exhibits and affidavits attached to Defendants' Motions to Dismiss.
I. BACKGROUND
On June 24, 1988, the United States Environmental Protection Agency ("EPA") proposed for inclusion on the National Priorities List ("NPL") a site located at the intersection of State Highway 146 and FM 519 in Texas City, Texas. This site, hereinafter referred to as "the Texas City Site" or "the Site," is owned ninety percent by Defendant Tex Tin Corporation ("Tex Tin") and ten percent by Amoco Chemical Company ("Amoco"). As a means of avoiding liability for the Site's poor environmental rating under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ 9601-75 (West 1995), Tex Tin and Amoco entered into an Administrative Order on Consent ("AOC") with the EPA on March 30, 1990. The AOC requires Tex Tin and Amoco to conduct a remedial investigation and feasibility study ("RI/FS") of the Texas City Site. Under the AOC, Tex Tin and Amoco must continue performing the RI/FS until the occurrence of one of the specified terminating events, which include satisfactory completion of the RI/FS, a decision by the EPA that the Site should not be listed on the NPL or should be removed from the NPL, and a court decision reversing or enjoining the listing of the Site on the NPL. Tex Tin and Amoco are jointly and severally liable for their RI/FS obligations under the AOC.
Also on March 30, 1990, Tex Tin and Amoco entered into a private agreement for the purpose of dividing their future financial obligations to be incurred under the AOC. The agreement, hereinafter referred to as "the Funding Agreement," requires Amoco to pay ten percent and Tex Tin to pay ninety percent of all amounts due to the EPA and a consultant to be hired by the parties to perform the RI/FS on their behalf. The Funding Agreement further directs that, at the conclusion of Amoco and Tex Tin's AOC responsibilities, reallocation of expenditures is to be made according to the relative RI/FS cost attributable to the parties' respective lots of property. Amoco Corporation signed the Funding Agreement as a guarantor for Amoco, and Associated Metals and Minerals Corporation ("Associated") signed as a guarantor for Tex Tin.
The Texas City Site was first listed on the NPL on August 30, 1990. On November 28, 1990, Tex Tin sought review of this listing in the United States Court of Appeals for the District of Columbia. While Tex Tin's action was pending, Amoco and Tex Tin abided by the terms of the AOC and the Funding Agreement without incident. Once the Court rendered its decision in Tex Tin Corp. v. U.S. Envtl. Protection Agency ("Tex Tin I"), 935 F.2d 1321 (D.C.Cir.1991), however, Amoco and Tex Tin's views of their Texas City Site obligations diverged. Tex Tin took the position that Tex Tin I constituted a terminating event under the AOC and therefore relieved Amoco and Tex Tin of their RI/FS obligations. Amoco considered the parties still bound by the AOC to conduct the RI/FS despite Tex Tin I. Tex Tin and Amoco's respective positions on the effect of Tex Tin I on their AOC obligations led to Tex Tin's refusal to fund additional RI/FS efforts and Amoco's maintenance of the RI/FS without Tex Tin's aid.
This state of affairs persisted up until the United States Court of Appeals for the District of Columbia decided Tex Tin Corp. v. U.S. Envtl. Protection Agency ("Tex Tin II"), 992 F.2d 353 (D.C.Cir.1993), in which the Texas City Site was unequivocally ordered removed from the NPL. Upon the issuance of Tex Tin II, Amoco and Tex Tin agreed that they were no longer obligated to perform the RI/FS under the AOC. The RI/FS was then discontinued, but, by this time, Amoco had already incurred expenses in excess of 8.1 million dollars by solely funding the RI/FS from the time of Tex Tin's refusal to continue its funding. Amoco has made several demands for reimbursement for these expenditures, which have been refused by both Tex Tin and Associated alike.
Amoco and Amoco Corporation now assert several causes of action based on these occurrences.5 At the heart of the Amended Complaint is a breach of contract claim against Tex Tin and Associated for breach of the Funding Agreement. Unfortunately, the Amended Complaint is imprecise both as to the other causes of action asserted and as to the parties against whom they are asserted. In accordance with Federal Rule of Civil Procedure 9(f), which requires the Court to construe the pleadings so as "to do substantial justice," Fed.R.Civ.P. 9(f), the Court ultimately concludes that the additional causes of action asserted in...
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