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Alcoa Inc. v. Alcan Rolled Products-Ravenswood LLC

United States District Court, D. Delaware

December 1, 2017

ALCOA INC., Plaintiff,
v.
ALCAN ROLLED PRODUCTS-RAVENSWOOD LLC, #k/a PECHINEY ROLLED PRODUCTS, LLC, PECHINEY CAST PLATE, INC., and CENTURY ALUMINUM COMPANY, Defendants. ALCAN ROLLED PRODUCTS-RAVENSWOOD LLC, f/k/a PECHINEY ROLLED PRODUCTS, LLC, and PECHINEY CAST PLATE, INC., Counter-Plaintiffs,
v.
ALCOA INC. and CENTURY ALUMINUM COMPANY, Counter-Defendants.

          MEMORANDUM OPINION

          SHERRY R, FAHON, UNITED STATES MAGISTRATE JUDGE

         I. INTRODUCTION

         Presently before the court in this declaratory judgment action[1] is a motion for leave to amend by defendants, counter-claimants, and cross-claimants Constellium Rolled Products Ravenswood, LLC ("ARP")[2] and Pechiney Cast Plate, Inc. ("PCP") (together, "Pechiney"). (D.L 143) The motion seeks leave to amend Pechiney's cross-claims against defendant and cross-claim defendant Century Aluminum Company ("Century") pursuant to Federal Rules of Civil Procedure 15(a)(2) and 16(b). (Id.) Pechiney filed opening and reply briefs in support of its motion. (D.I. 144; D.L 153, respectively) Century opposes the motion. (DA. 151) For the following reasons, the court will grant Pechiney's motion for leave to amend its cross-claims.

         II. BACKGROUND

         A. The Parties

         At the time this action was filed, plaintiff Alcoa Inc. ("Alcoa") was a corporation organized under the laws of the Commonwealth of Pennsylvania, with its principal place of business in the State of New York. (D.L 1 at ¶ 1) Also, at the time this action was filed, defendant Century was a corporation organized under the laws of the State of Delaware, with its principal place of business in the State of California. (Id. at ¶ 2) Defendant ARP, formerly known as Pechiney Rolled Products, LLC ("PRP"), is a corporation organized under the laws of the State of Delaware, with its principal place of business in the State of West Virginia. (Id. at ¶ 3) ARP is a wholly-owned subsidiary of Pechiney Metals LLC and an indirect wholly-owned subsidiary of Alcan Inc. (Id.) Defendant PCP is a corporation organized under the laws of the State of Delaware, with its principal place of business in the State of California. (Id. at ¶ 4) PCP is a wholly-owned subsidiary of ARP. (Id.) Defendant Alcan Inc. ("Alcan") is a corporation organized under the laws of Canada, with its principal place of business in Montreal, Quebec, Canada. (Id. at ¶ 5)

         B. Facts

         Prior to December 1998, Alcoa owned and operated a cast aluminum plate manufacturing and sales facility located in Vernon, California (the "Vernon Facility"). (Id. at ¶ 11) On December 2, 1998, Alcoa and Century entered into an acquisition agreement, pursuant to which Century purchased the Vernon Facility from Alcoa (the "Century Acquisition Agreement1").[3] (Id. at ¶ 12) The Century Acquisition Agreement provided that the Vernon Facility was conveyed to Century in "as is" condition, however, Alcoa agreed to perform certain specified remedial actions to the property. (Id. at ¶¶ 16-17; D.L 26, Ex. 1 at 25) Alcoa agreed to "remediate to the levels required by an authorized governmental agency to obtain a 'no further action' statement" or its equivalent. (D.L 26, Ex. 1 at 25) Alcoa claims that it completed the remedial tasks and provided to Century documentation of its completion, including a "no further action" letter obtained from the City of Vernon Environmental Health Department ("EHD"), dated September 2, 1999. (D.L 1 at¶ 18) The Century Acquisition Agreement provides a twelve-year indemnification of Century by Alcoa for environmental liabilities, except as associated with the operation of Century's cast plate business. (D.L 26, Ex. 1 at 24, 26)

         On July 26, 1999, Century sold the Vernon Facility to an entity then known as PRP, pursuant to a Stock and Asset Purchase Agreement (the "Pechiney Purchase Agreement"). (D.L 1 at ¶ 20) On September 20, 1999, Century and PRP entered into a separate indemnification agreement related to the transfer of the Vernon Facility under the Pechiney Purchase Agreement and under which PCP, a wholly-owned subsidiary of PRP, was also named as an indemnified party (the "Vernon Indemnification Agreement"). (Id. at¶ 21) Subsequent to the Pechiney Purchase Agreement, Alcan acquired Pechiney, S.A. (Id. at ¶ 22) PRP was then subsequently known as ARP, and is indirectly a wholly-owned subsidiary of Alcan. (Id.)

         In November 2005, Alcan announced that it was closing the Vernon Facility and was in negotiations to sell its equipment and real estate to potential buyers. (Id. at ¶ 23) According to Alcoa, Alcan and its potential buyers intended to conduct demolition, excavation, and construction work on the Vernon Facility site and to change its use. (Id. at ¶ 24) Particular environmental pollutants called polychlorinated biphenyls ("PCBs") were allegedly detected at the Vernon Facility. (Id. at ¶ 26) Alcan requested information from Century regarding the source of the PCBs, and informed it that, as part of any demolition work to take place at the Vernon Facility, a work plan for the disposal of waste containing PCBs must be submitted to the United States Environmental Protection Agency ("US EPA"). (Id. at ¶ 26) Century then asserted a demand for indemnity pursuant to the Century Acquisition Agreement to Alcoa on May 8, 2006; Alcoa rejected its demand on June 2, 2006, because the proposed development by Alcan is not "required by directives and orders of the EHD." (Id. at ¶¶ 27-28, 36)

         Pechiney alleges that pursuant to the directive and order of various government agencies, including the EHD, the California Department of Toxic Substances Control ("DTSC"), and the U.S. EPA, PCP conducted an investigation and remediation of certain environmental conditions at the Vernon Facility. (D.I. 142, Ex. A at ¶ 20)[4] Pechiney alleges that the investigation and remediation confirmed the presence of hazardous substances in soil, subsurface structures, and groundwater at the Vernon Facility. (Id.) PCP, through its consultant, submitted a Feasibility Study, dated July 20, 2007. (Id. at ¶ 21) DTSC also required approval and implementation of a Remedial Action Plan for the Vernon Facility. (Id.) A Remedial Action Plan, dated June 28, 2012, evaluating potential remedial alternatives and proposing a remedy to address the contamination present at the Vernon Facility was submitted by PCP's consultant, on its behalf, to DTSC and approved. (Id.) The U.S. EPA also required additional work relating to PCBs at the Vernon Facility, which was completed in 2015. (Id. at ¶ 22)

         C. Procedural History

         On July 25, 2006, Alcoa filed this declaratory judgment action against Alcan, ARP, PCP, and Century. (D.I. 1) Alcoa seeks a declaratory judgment that it owes no liability to Century for the environmental contamination discovered at the Vernon Facility. (Id. at ¶¶ 31-37) Alcoa also seeks a declaratory judgment that Pechiney, who acquired the Vernon Facility from Century and engaged in the remediation of the Vernon Facility, cannot recover from Alcoa such remediation efforts under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. ("CERCLA"). (Id. at ¶¶ 38-47) On July 23, 2007, ARP and PCP filed its answer to the complaint with crossclaims against Century and counterclaims against Alcoa. (D.I. 48) On September 18, 2007, the court entered a scheduling order wherein "all motions to amend the pleadings shall be filed on or before December 15, 2007." (D.I. 72) On October 7, 2008, the case was stayed pending approval of the Feasibility Study/Remedial Action Plan submitted to the DTSC and to the U.S. EPA. (D.I. 100) On June 22, 2012, the case was administratively closed until further order of the court. (D.I. 112) On June 30, 2016, the stay was lifted and the case was reopened. (D.I. 117) On July 26, 2016, the court entered an Amended Scheduling Order, wherein the deadline to amend the pleadings was June 30, 2017. (D.I. 123) On June 30, 2017, Pechiney filed the present motion for leave to amend its cross-claims against Century. (D.I. 143) Fact discovery closed on September 28, 2017. (D.I. 123) Trial is set for February 19, 2019. (Id.)

         III. ...


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