Sidney S. Arst Co. v. Pipefitters Welfare Educ. Fund

• Decision Date: 20 May 1994
• Docket Number: No. 93-1227,93-1227
• Citation: 25 F.3d 417
• Parties: , 62 USLW 2745, 24 Envtl. L. Rep. 20,976 SIDNEY S. ARST CO., Plaintiff-Appellee, v. PIPEFITTERS WELFARE EDUC. FUND, Defendant-Third/Party Plaintiff-Appellant, v. Michael Rand ARST and Donald Takacs, Third/Party Defendants-Appellees.
• Court: U.S. Court of Appeals — Seventh Circuit

Page 417

25 F.3d 417

38 ERC 1756, 62 USLW 2745, 24 Envtl.

L. Rep. 20,976

SIDNEY S. ARST CO., Plaintiff-Appellee, v. PIPEFITTERS WELFARE EDUC. FUND, Defendant-Third/Party Plaintiff-Appellant, v. Michael Rand ARST and Donald Takacs, Third/Party Defendants-Appellees.

No. 93-1227.

United States Court of Appeals Seventh Circuit.

Argued Sept. 23, 1993.

Decided May 20, 1994.

Timothy E. Hayes, Gerald J. Zafft, Joseph G. Nassif, J. William Newbold, II, Dale R. Joerling, Linda W. Tape, Coburn & Croft, Jane Lazuroff (argued), St. Louis, MO, for plaintiff-appellee.

John H. Goffstein, Bartley & Goffstein, Clayton, MO, Thomas J. Wilcox (argued), James T. Price, Mark A. Thornhill, Spencer, Fane, Britt & Browne, Kansas City, MO, for Pipefitters' Welfare Educational Fund.

J. William Newbold, III, Timothy E. Hayes, Joseph G. Nassif, Dale R. Joerling, Linda W. Tape, Coburn & Croft, St. Louis, MO, for Michael R. Arst, Donald Takacs.

Before BAUER, CUDAHY and ROVNER, Circuit Judges.

CUDAHY, Circuit Judge.

This is an appeal of the dismissal of a complaint against corporate officers asserting liability under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Secs. 9601-9657 (CERCLA). The complaint alleged responsibility for a waste spill on the corporate premises. The reason for dismissal of the complaint was failure to plead facts sufficient under Illinois law to "pierce the corporate veil." We reverse.

I.

This appeal arises from a dispute about CERCLA responsibilities for the spill of a hazardous substance. On January 29, 1989, Sidney S. Arst Company (Arst), an Illinois scrap metal dealer, filed a six-count lawsuit against Pipefitters Welfare Educational Fund (Pipefitters) seeking to recover certain costs. Arst had incurred the costs in responding to contamination caused by a February 1988 spill of polychlorinated biphenyls (PCBs) from a used electrical transformer at Arst's premises. The transformer came to Arst as part of a load of scrap metal that Pipefitters sold Arst, and this was the alleged basis of Pipefitters' liability to Arst. Pipefitters counterclaimed, asserting claims against Arst as the site "owner or operator" to recover Pipefitters' response costs for the same PCB spill. Then, Pipefitters obtained leave to file a third-party complaint against Michael Arst, the president, majority shareholder and a director of Arst, and Donald Takacs, Arst vice president. The complaint asserted claims under CERCLA, an Illinois statute and the common law, alleging that the two men had exercised authority over Arst and its operations, such that they should be held liable for the spill at the company's facility. Specifically, Pipefitters alleged that Michael Arst and Takacs were waste facility "owners or operators" within the meaning of CERCLA and thus should be held liable for costs. 42 U.S.C. Secs. 9607(a)(1), 9601(20)(A). ¹

The third party complaint was quite specific. ² Pipefitters alleged that Arst's president and vice president participated in the company's management and exerted direct management control over the company's operations specifically related to the hazardous substance spill. In particular, Pipefitters alleged that the two officers had authority to decide whether Arst would purchase and accept or reject tendered scrap materials for processing at its facility. Further, Pipefitters alleged that the officers had knowingly exercised direct control over the hazardous substance handling at issue; the officers had accepted the load of scrap material that included the PCB-filled electrical transformer and had directed and controlled the employees who cut the transformer open and spilled its contents onto the ground, causing the contamination.

The district court dismissed the third party complaint for failure to state a claim upon which relief might be granted. The court reasoned that the two Arst officers could not, as a matter of law, be liable as CERCLA facility "owners or operators" because the complaint indicated that they did not personally own the facility and because a finding of operator liability could not be made absent allegations that would justify "piercing the corporate veil" under Illinois law.

II.

We review the grant of a motion to dismiss de novo. Villegas v. Princeton Farms, Inc., 893 F.2d 919, 924 (7th Cir.1990); Corcoran v. Chicago Park Dist., 875 F.2d 609, 611 (7th Cir.1989). In our review, we take the well-pleaded allegations of the complaint as true, Reichenberger v. Pritchard, 660 F.2d 280, 282 (7th Cir.1981); Janowsky v. United States, 913 F.2d 393, 395 (7th Cir.1990), and we consider the facts alleged in the light most favorable to the non-moving party. Henry C. Beck Co. v. Fort Wayne Structural Steel, 701 F.2d 1221, 1223 (7th Cir.1983). The motion to dismiss for failure to state a claim must receive careful scrutiny and is not often granted. See Rothner v. City of Chicago, 929 F.2d 297, 302 (7th Cir.1991) (citing Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 101-02, 2 L.Ed.2d 80 (1957)); Kaiser Aluminum & Chem. Sales, Inc. v. Avondale Shipyards, Inc., 677 F.2d 1045, 1050 (7th Cir.1982).

We believe that the district court, which cited the rule requiring well-pleaded allegations, see Reichenberger, 660 F.2d at 280, and like cases, was applying the proper standard with respect to this general matter. Still, the court erred in concluding that the scope of CERCLA liability under the facts of this case was strictly constrained by corporate limited liability principles. Of course, it is generally settled that the shareholders, directors and officers of a corporation are not liable for the obligations or delicts of the corporation. ³ But several courts have held that, despite the apparent clash between CERCLA "owner" and "operator" responsibility and the shield protecting corporate officers and directors from responsibility for corporate violations, corporate officers and directors may well be liable as "operators" within the meaning of CERCLA. 42 U.S.C. Secs. 9601(20)(A), 9607(a); see also, e.g., Riverside Mkt. Dev. Corp. v. International Bldg. Prods., Inc., 931 F.2d 327, 330 (5th Cir.1991) ("CERCLA prevents individuals from hiding behind the corporate shield when, as 'operators,' they themselves actually participate in the wrongful conduct prohibited by the Act."); United States v. Kayser-Roth Corp., 910 F.2d 24, 26-27 (1st Cir.1990) (noting cases in which shareholders were held liable as "operators" under CERCLA); United States v. Northeastern Pharmaceutical & Chemical Co., 810 F.2d 726, 743-44 (8th Cir.1986) (holding that Congress intended CERCLA liability to attach to corporate officers). ⁴ We agree that the direct, personal liability provided by CERCLA "is distinct from the derivative liability that results from 'piercing the corporate veil ...' " Riverside, 931 F.2d at 330 (citing Northeastern Pharmaceutical, 810 F.2d at 744). This view is consistent with both the language and the legislative history of CERCLA. As the court noted in John Boyd Co. v. Boston Gas Co., 775 F.Supp. 435 (D.Mass.1991), Congress had at least two important goals when it enacted CERCLA:

First, Congress intended that the federal government be immediately given the tools necessary for a prompt and effective response to the problems of national magnitude resulting from hazardous waste disposal. Second, Congress intended that those responsible for problems caused by the disposal of chemical poisons bear the costs and responsibility for remedying the harmful conditions they created.... These statutory goals indicate the corporate form alone will not shield entities that exhibit significant indicia of responsibility from CERCLA liability.

Id. at 441; see also Kayser-Roth, 910 F.2d at 26 ("Congress, by including a liability category in addition to owner ('operators') connected by the conjunction 'or,' implied that a person who is an operator of a facility is not protected from liability by the legal structure of ownership."). Thus, contrary to the district court's reasoning, there is no insurmountable bar to CERCLA relief provided by the requirements of Illinois law for assessing derivative liability against corporate officers for corporate wrongs.

The question remains, then, whether Pipefitters' complaint alleged the kind of direct responsibility that CERCLA contemplates as a basis of liability of "owners" and "operators" of hazardous waste sites. We believe that Pipefitters' complaint is adequate. Pipefitters alleged not only that the Arst officers in question exercised management control over the company's operations, but also that they knowingly exercised direct and personal control over the handling of the hazardous substance at issue in this appeal. Viewing the facts alleged in the light most favorable to Pipefitters, the complaint does, at least, state a claim for CERCLA "operator" liability. Illinois corporate law does not shield from liability the two Arst officers, who allegedly exercised direct control with respect to the PCB spill.

We must stress, however, that pleadings seeking CERCLA relief against corporate officers, directors or shareholders must measure up to appropriate standards of pleading. But a complaint may not be dismissed if it contains allegations from which the trier may reasonably infer that evidence on the necessary elements of proof will be adduced at trial. Yeksigian v. Nappi, 900 F.2d 101, 102 (7th Cir.1990). ⁵ Further, the district court has a duty to consider whether a plaintiff's allegations could provide relief under any available legal theory. The complaint need not support a viable claim only under the particular legal theory intended by the plaintiff. 5A Charles A. Wright & Arthur R. Miller, Federal Practice and Procedure Sec. 1357 (2d ed. 1990). Thus, we will affirm the grant of a motion to dismiss only if it "appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him...