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Trinity Industries, Inc. v. Greenlease Holding Co.

January 29, 2010

TRINITY INDUSTRIES, INC. AND TRINITY INDUSTRIES RAILCAR CORPORATION, PLAINTIFFS,
v.
GREENLEASE HOLDING COMPANY AND AMPCO-PITTSBURGH CORPORATION, DEFENDANTS.



The opinion of the court was delivered by: Conti, District Judge

MEMORANDUM OPINION AND ORDER

Based upon consideration of the motion for judgment on the pleadings (the "motion") (Docket No. 28), filed by Greenlease Holding Company and Ampco-Pittsburgh Corporation*fn1 (collectively "defendants" or "Greenlease"), the brief in support thereof (Docket No. 29), the response (Docket No. 30) filed by Trinity Industries, Inc. and Trinity Industries Railcar Corporation*fn2 (collectively "plaintiffs" or "Trinity"), the brief in support thereof (Docket No. 31), the exhibits attached thereto, defendants' reply brief (Docket No. 37), and arguments made by counsel at the hearing on the motion held on December 14, 2009, the court will deny defendants' motion for the reasons set forth on the record and in this Memorandum Opinion and Order.

I. Standard of Review

The court must decide, as a matter of law, whether Trinity's claims against Greenlease can be dismissed by a motion for judgment on the pleadings. DiCarlo v. St. Mary Hosp., 530 F.3d 255 (3d Cir. 2008). The court must accept as true all well-pled allegations of fact in the pleadings and draw every reasonable inference in favor of the party against whom judgment is sought. Id. at 262-63 (3d Cir. 2008) (finding that the standard for deciding a motion for judgment on the pleadings is the same as for deciding a motion pursuant to Rule 12(b)(6)); Churchill v. Star Enters., 3 F. Supp.2d 625, 627 (E.D. Pa. 1998) (citing FED. R. CIV. P. 12(c)). In ruling on a motion for judgment on the pleadings, a district court generally may not consider matters extraneous to the pleadings. An exception to the general rule, however, allows a court to consider documents integral to or explicitly relied upon in the complaint without converting the motion into one for summary judgment. Mele v. Fed. Reserve Bank of N.Y., 359 F.3d 251 (3d Cir. 2004). The court may consider matters of public record and authentic documents, attached to complaint or motion, upon which the complaint is based. Churchill, 3 F. Supp.2d at 627.

"The motion for a judgment on the pleadings only has utility when all material allegations of fact are admitted or not controverted in the pleadings and only questions of law remain to be decided by the district court." WRIGHT & MILLER, FEDERAL PRACTICE AND PROCEDURE § 1367, at 207-08 (3d ed. 2004). Courts disfavor motions for judgment on the pleadings and apply a very restrictive standard when ruling on such motions. Id. § 1368 at 222-23.

II. Background

Greenlease operated a railcar manufacturing facility (the "Property") located in Mercer County, Pennsylvania from the 1920s until 1986 when it sold the property to Trinity pursuant to a December 9, 1986 Purchase and Sale Agreement (the "Agreement"). Trinity owned and continued to operate the Property from 1986 until 2000. Trinity ceased operations at the Property in 2000 and sold the Property in February 2004.

In April 2006, the Commonwealth of Pennsylvania filed criminal charges against Trinity concerning contamination related to the storage, transport, and disposal of waste on the Property. Trinity entered into a Consent Order and Agreement and Plea Agreement with the Commonwealth and undertook response activities at the Property or made payments related to the investigative and response activities at the Property.

Trinity's complaint includes statutory claims against Greenlease under §§ 107 and 113 of the Comprehensive Environmental Response, Compensation, and Liability Act ("CERLCA"), 42 U.S.C. §§ 9607, 9613; § 7002(a)(1)(B) of the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. § 6972(a)(1)(B); sections 701, 702, 705(c)(2), and 1101 of the Pennsylvania Hazardous Sites Cleanup Act ("HSCA"), 35 PA. STAT. ANN. §§ 6020.701, 6020.702, 6020.705(c)(2), 6020.1101; and state common law claims for contribution and negligence per se. Greenlease in essence argues that there is an indemnification provision in the Agreement which requires that judgment be entered in favor of Greenlease with respect to all claims asserted by Trinity. Greenlease asserts that the provisions contained in sections 9.03 and 9.04 of the Agreement comprehensively allocated the environmental liabilities between the parties and Trinity assumed the liabilities at issue.

III. Discussion

Federal courts look to state law in interpreting or construing indemnification provisions in agreements concerning CERCLA liability. See Hatko Corp. v. W.R. Grace & Co.-Conn., 59 F.3d 400 (3d Cir. 1995) (under CERCLA, agreements to indemnify or hold harmless with respect to CERCLA liability are enforceable between contracting parties) (citing Beazer East, Inc. v. Mead Corp., 34 F.3d 206, 211 (3d Cir. 1994)). The parties agreed that Pennsylvania law would be used to interpret the parties' intent concerning the Agreement. Pursuant to Pennsylvania law, all provisions in an agreement should be construed together and each will be given effect in determining the intent of the contracting parties. LJL Transp. Inc. v. Pilot Air Freight Corp., 962 A.2d 639 (Pa. 2009) (interpreting a franchise agreement under contract principles). In interpreting the language of a contract, [the court] attempt[s] to ascertain the intent of the parties and give it effect. Crawford Central Sch. Dist. v. Commonwealth of Pennsylvania, 585 Pa. 131, 143, 888 A.2d 616, 623 (2005)). When the words of an agreement are clear and unambiguous, the intent of the parties is to be ascertained from the language used in the agreement. Steuart v. McChesney, 498 Pa. 45, 49, 444 A.2d 659, 661 (1982), which will be given its commonly accepted and plain meaning. J.K. Willison, Jr. v. Consol. Coal Co., 536 Pa. 49, 54, 637 A.2d 979, 982 (1994). Additionally, in determining the intent of the contracting parties, all provision [sic] in the agreement will be construed together and each will be given effect. Murphy v. Duquesne Univ., 565 Pa 571, 591, 777 A.2d 418, 420 (2001). Thus, [the court] will not interpret one provision of a contract in a manner which results in another portion being annulled. Capek [v. Devito, 564 Pa. 267], at 274, 767 A.2d [1047] at 1050 [Pa. 2001.]

Id. at 647- 48.

Relevant sections of the Agreement between Trinity and Greenlease are:

Section 2.03. Assumption of Certain Contract and Liabilities.... [Trinity] has not assumed, and expressly denies assumption hereby of, any other liability, obligation or commitment of [Greenlease] other than as ...


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