Trinity Indus., Inc. v. Greenlease Holding Co., Civil Action No. 2:08–1498.

CourtUnited States District Courts. 3th Circuit. United States District Courts. 3th Circuit. Western District of Pennsylvania
Writing for the CourtCONTI, Chief Judge.
Citation35 F.Supp.3d 698
PartiesTRINITY INDUSTRIES, INC., Trinity Industries Railcar Corporation, Plaintiffs, v. GREENLEASE HOLDING COMPANY, Defendant.
Docket NumberCivil Action No. 2:08–1498.
Decision Date05 August 2014

35 F.Supp.3d 698

TRINITY INDUSTRIES, INC., Trinity Industries Railcar Corporation, Plaintiffs

Civil Action No. 2:08–1498.

United States District Court, W.D. Pennsylvania.

Signed Aug. 5, 2014.

35 F.Supp.3d 704

Frederick W. Addison, III, Nolan C. Knight, Munsch Hardt Kopf & Harr, Dallas, TX, Leonard G. Ambrose, III, Ambrose Law Firm, Erie, PA, for Plaintiffs.

Steven F. Baicker–McKee, Marc J. Felezzola, Mark K. Dausch, Babst, Calland, Clements and Zomnir, P.C., Paul D. Steinman, Eckert, Seamans, Cherin & Mellott, Pittsburgh, PA, for Defendant.


CONTI, Chief Judge.

I. Introduction

The instant action arises out of the contamination of real property caused by the use of hazardous substances and waste in connection with the operation of a railcar manufacturing facility. Pending before the court are cross-motions for summary judgment filed by the parties pursuant to Federal Rule of Civil Procedure 56. (ECF Nos. 143 & 151.) For the reasons that follow, each of those motions will be granted in part and denied in part.

II. Background

A. General

In 1910, Greenville Metal Products Company (“GMPC”) purchased the North Plant, which is located in Mercer County, Pennsylvania. (ECF No. 224 ¶¶ 1–2.) The North Plant consists of thirty-four acres found within the Borough of Greenville. (ECF No. 223 ¶ 1.) GMPC started to operate the North Plant as a facility to manufacture railcars. (ECF No. 222 ¶ 1.) In 1914, GMPC became known as the Greenville Steel Car Company (“Greenville”). (Id. ¶ 2.) It was formally incorporated in Pennsylvania on December 31, 1924. (ECF No. 146–5 at 1.) In August 1937, Pittsburgh Forgings Company (“PFC”) purchased all of Greenville's stock. (ECF No. 222 ¶ 3.) Ampco–Pittsburgh Corporation (“Ampco”), a Pennsylvania corporation based in Pittsburgh, acquired PFC's stock in August 1979 and became Greenville's parent corporation. (ECF No. 224 ¶ 20.)

Trinity Industries, Inc. (“Trinity”), is a Delaware corporation maintaining its principal place of business in Dallas, Texas. (ECF No. 1 ¶ 1.) Trinity Industries Railcar Corporation (“TIRC”) and Waldorf Properties, Inc. (“Waldorf”), are wholly-owned subsidiaries of Trinity. (ECF No. 223 ¶ 3.) Greenville and Trinity executed a purchase and sale agreement on December 9, 1986. (ECF No. 146–4.) Pursuant to the terms of the agreement, Trinity acquired

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the North Plant. (ECF No. 223 ¶ 4.) Greenville agreed to change its corporate name to something other than the “Greenville Steel Car Company.” (ECF No. 146–4 at 26.) In February 1987, Greenville formally amended its articles of incorporation and changed its name to the “Greenlease Holding Company” (“Greenlease”). (ECF No. 222 ¶ 13.) With Greenville's change of name to Greenlease, Trinity could operate the North Plant under the fictitious name of the “Greenville Steel Car Company.” (ECF No. 1 ¶¶ 18–20; ECF No. 222 ¶ 50.)

After the acquisition, Trinity manufactured railcars at the North Plant. (ECF No. 222 ¶ 15.) These manufacturing activities continued until 2000, when Trinity's operations at the North Plant ceased. (ECF No. 223 ¶¶ 6–7.) In February 2004, Trinity sold the North Plant to Waldorf. (ECF No. 1 ¶ 22.) Waldorf continues to own the North Plant. (ECF No. 223 ¶ 2.) Although Greenlease continues to exist as a corporate entity, it constitutes only a shell holding company that does not engage in business or commercial activities. (ECF No. 222 ¶ 14.) Greenlease has no employees. (Id. )

B. Environmental

In June 2004, the Environmental Crimes Section of the Pennsylvania Office of Attorney General's Bureau of Criminal Investigations commenced an investigation into waste disposal activities that had occurred at the North Plant. (ECF No. 146–7 at 2.) The purpose of the investigation, which resulted from a referral made by Mercer County District Attorney James P. Epstein,1 was to determine whether the activities at the North Plant had been in compliance with Pennsylvania's Solid Waste Management Act (“SWMA”), 35 PA. STAT. § 6018.101 et seq.

(ECF No. 146–7 at 2; ECF No. 146–8 at 1.) As a part of the investigation, Special Agent William F. Brown (“Brown”) interviewed several former Trinity employees. (ECF No. 146–7 at 3–8; ECF No. 146–8 at 1–2.) Some of the individuals interviewed in connection with the investigation had also been employees of Greenville prior to Trinity's acquisition of the North Plant. (Id. )

On March 24, 2006, an investigative grand jury recommended that criminal proceedings be instituted against Trinity. (ECF No. 146–7.) One week later, Brown filed an eleven-count criminal complaint against Trinity for alleged violations of the SWMA. (ECF No. 146–9.) Trinity was charged with three second-degree felonies and eight third-degree misdemeanors. (Id. at 2–5.) Pursuant to the terms of a plea agreement executed on October 31, 2006, Trinity pleaded nolo contendere to five of the misdemeanor charges. (ECF No. 146–10.)

The SWMA established the Solid Waste Abatement Fund (“SWAF”), which is administered for the “abatement or elimination of present or potential hazards to human health or to the environment from the improper treatment, transportation, storage, processing, or disposal of solid wastes,” and for the enforcement of the applicable statutory provisions. 35 Pa. Stat. § 6018.701. On December 21, 2006,

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Trinity was sentenced in state court to pay a $200,000.00 fine. (ECF No. 146–11 at 1–2.) In accordance with the SWMA, the fine was to be paid into the SWAF. (Id. at 1–2.) Trinity was required to reimburse Pennsylvania's Department of Environmental Protection (“DEP”) for investigative costs totaling $54,502.55, and to contribute $50,000.00 to a nonprofit organization (or multiple nonprofit organizations) selected by the Attorney General of Pennsylvania. (ECF No. 146–10 ¶¶ 4–5; ECF No. 146–11 at 2.) In addition, Trinity was ordered to remediate all contamination on its property. (ECF No. 146–10 ¶ 7; ECF No. 146–11 at 2.) The orders entered by the Court of Common Pleas were consistent with the terms of the plea agreement. (ECF Nos. 146–10 & 146–11.)

On December 21, 2006, Trinity and the DEP executed a consent order and agreement pursuant to the Hazardous Sites Cleanup Act (“HSCA”), 35 Pa. Stat. § 6020.101 et seq., the Land Recycling and Environmental Remediation Standards Act (“LRERSA”), 35 Pa. Stat. § 6026.101 et seq., and the Administrative Code, 71 Pa. Stat. § 510–17.2 (ECF No. 146–1.)

Trinity agreed to pay a civil penalty in the amount of $50,000.00 and assumed certain obligations associated with the remediation of the environmental contamination of its property. (ECF No. 146–1 ¶¶ 6–8, 22.) The plea agreement incorporated the terms of the consent order by reference.3 (ECF No. 146–10 ¶ 7; ECF No. 146–11 at 2.)

Trinity and TIRC commenced this action against Greenlease and Ampco (collectively, “defendants”) on October 24, 2008, seeking redress under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. § 6901 et seq., and the HSCA. (ECF No. 1 ¶¶ 32–92.) In addition to the statutory claims, Trinity and TIRC (collectively “plaintiffs”) brought common-law claims grounded in theories of contribution and negligence per se. (Id. ¶¶ 93–100.) The complaint contained requests for declaratory and monetary relief. (Id. ¶¶ 32–100.) Defendants answered plaintiffs' complaint on December 19, 2008, and asserted counterclaims for contribution and indemnity under the CERCLA and the common law of Pennsylvania. (ECF No. 9 at 18–19, ¶¶ 1–8.)

On September 14, 2009, defendants moved for a judgment on the pleadings pursuant to Federal Rule of Civil Procedure 12(c). (ECF No. 28.) That motion was denied in a memorandum opinion and order dated January 29, 2010, 2010 WL 419420. (ECF No. 40.) Plaintiffs filed a motion for partial summary judgment on October 14, 2011. (ECF No. 96.) That same day, Greenlease and Ampco filed separate motions for summary judgment. (ECF Nos. 88 & 92.)

While the motions for summary judgment filed by the parties in this case were still pending, parallel claims asserted by plaintiffs in a separate action involving the South Plant, a related property, against Chicago Bridge & Iron Company (“Chicago Bridge”) were dismissed.

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Trinity Industries v. Chicago Bridge & Iron Co., 867 F.Supp.2d 754 (W.D.Pa.2012). On April 11, 2012, plaintiffs appealed the dismissal of those claims to the United States Court of Appeals for the Third Circuit. (ECF No. 131–1.) Five days later, plaintiffs requested that this action be stayed while the court of appeals was considering their appeal in the other case. (ECF No. 131.) On September 13, 2012, the court stayed all proceedings in this case until the rendering of the court of appeals' decision. (ECF No. 139.) The pending motions for summary judgment were all denied without prejudice. (Id. )

On August 20, 2013, the court...

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