UNION PACIFIC CORP., Defendant Below, Appellant/Cross-Appellee,
CLEAN HARBORS, INC., Plaintiff Below, Appellee/Cross-Appellant.
Submitted: October 24, 2018
Below-Superior Court of the State of Delaware
STRINE, Chief Justice; VALIHURA, VAUGHN, SEITZ, and TRAYNOR,
Justices, constituting the Court en Banc.
F. TRAYNOR JUSTICE
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:
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.
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
After trial, Clean Harbors moved for an award of fees and
costs, which the Superior Court denied.
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.
Clean Harbors cross-appealed the Superior Court's denial
of its motions for fees and costs.
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,
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'
verdict form asked the jury:
(1) whether Union Pacific breached the ...