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Union Pacific Corp. v. Clean Harbors, Inc.

Supreme Court of Delaware

January 7, 2019

UNION PACIFIC CORP., Defendant Below, Appellant/Cross-Appellee,
v.
CLEAN HARBORS, INC., Plaintiff Below, Appellee/Cross-Appellant.

          Submitted: October 24, 2018

          Court Below-Superior Court of the State of Delaware

          Before STRINE, Chief Justice; VALIHURA, VAUGHN, SEITZ, and TRAYNOR, Justices, constituting the Court en Banc.

          ORDER

          GARY F. TRAYNOR JUSTICE

         This 7th day of January, 2019, after careful consideration of the parties' briefs, the record on appeal, and the argument of counsel, it appears to the Court that:

         (1) Clean Harbors sued Union Pacific to enforce an indemnification provision in a stock purchase agreement under which Union Pacific agreed to hold Clean Harbors harmless for environmental liabilities related to a hazardous-waste facility in Wichita, Kansas. At the core of the dispute was the reasonableness of Clean Harbors' cleanup of environmental contamination at the facility.

         (2) After a three-week jury trial, the Superior Court entered judgment against Union Pacific and in Clean Harbors' favor in the amount of $5, 681, 351.53 plus costs and interest. The amount of the judgment was based on the jury's finding-as recorded on a verdict form prepared by the trial judge-that the total reasonable cost of the environmental cleanup performed by Clean Harbors was $9, 180, 445.76. The reduced judgment amount was based on the Superior Court's calculation, the propriety of which was not contested.[1]

         (3) After trial, Clean Harbors moved for an award of fees and costs, which the Superior Court denied.

         (4) Union Pacific appealed on numerous grounds, including that the indemnification provision did not cover the cleanup costs. But the principal thrust of Union Pacific's objections to the proceedings below relate to the Superior Court's evidentiary rulings and jury instructions as exemplified by the aforementioned jury verdict form, which Union Pacific says was confusing and prejudicial.

         (5) Clean Harbors cross-appealed the Superior Court's denial of its motions for fees and costs.

         (6) We find no error in the Superior Court's determination on summary judgment that Clean Harbors' cleanup of the Wichita facility was a covered third-party claim, [2] but we do take this opportunity to address Union Pacific's claim that the wording of the verdict form led the jury to return a figure incommensurate with Clean Harbors' contract damages.

         (7) The verdict form asked the jury:

(1) whether Union Pacific breached the ...

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