§ 115B.01

Moorhead Economic Development Authority v. Anda · 2010 1 citation

+ 1 more citation in this opinion.

Fairview Hospital & Health Care Services v. St. Paul Fire & Marine Insurance Co. · 1995 1 citation

In 1982 groundwater sampling revealed the presence of volatile organic compounds 1 (VOCs) in groundwater near the East Bethel Sanitary Landfill. In March 1987 East Be-thel Landfill’s owner and operator, Sylvester Brothers Development Company (SBDC), signed a consent order with the Minnesota Pollution Control Agency (MPCA) in which SBDC agreed to implement remedial activities. SBDC subsequently sued a number of companies for contribution under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERC-LA), 42 U.S.C §§ 9601-9657 (1983) (as amended by the Superfund Amendments and Reauthorization Act of 1986 (SARA), Pub.L. 99-499, 100 Stat. 1613), the Minnesota Environmental Response and Liability Act (MERLA), Minn. Stat. §§ 115B.01-115B.24 (1994), and common law theories. One of those companies then brought a third party action against Fairview seeking contribution and indemnification for the claims asserted by SBDC. Fairview notified St. Paul of the third party claims and St. Paul denied coverage. 2

Renee Hogendorf, Respondent, vs. James J. Green, Jr., et al., Appellants · 2025 2 citations

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Gopher Oil Co. v. American Hardware Mutual Insurance Co. · 1999 2 citations

+ 2 more citations in this opinion.

Fairview Hospital & Health Care Services v. St. Paul Fire & Marine Insurance Co. · 1994 1 citation

+ 1 more citation in this opinion.

Weber v. Gerads Development · 1989 2 citations

+ 2 more citations in this opinion.

Industrial Steel Container Co. Ex Rel. Rutman v. Fireman's Fund Insurance Co. · 1987 1 citation

+ 1 more citation in this opinion.

Minnesota Ex Rel. Northern Pacific Center, Inc. v. BNSF Railway Co. · 2010 4 citations

+ 4 more citations in this opinion.

Soo Line Railroad v. B.J. Carney & Co. · 1997 2 citations

+ 2 more citations in this opinion.

Soo Line Railroad Ex Rel. Minnesota v. B.J. Carney & Co. · 1992 4 citations

+ 4 more citations in this opinion.

Norwest Financial Leasing, Inc. v. Morgan Whitney, Inc. · 1992 2 citations

+ 2 more citations in this opinion.

Sylvester Bros. Development Co. v. Burlington Northern Railroad · 1991 2 citations

+ 2 more citations in this opinion.

Gopher Oil Co., Inc. v. Union Oil Co. of California · 1991 2 citations

+ 2 more citations in this opinion.

Sylvester Bros. Dev. Co. v. Burlington Northern · 1990 2 citations

MEMORANDUM OPINION AND ORDER DIANA E. MURPHY, District Judge. Plaintiff brought this action against a large number of defendants alleging liability under the Comprehensive Environmental Response Compensation and Liability Act, (CERCLA), 42 U.S.C. §§ 9601-75, and the Minnesota Environmental Response and Liability Act (MERLA), Minn. Stat. §§ 115B.01-.37. Many defendants impleaded third-party defendants. Jurisdiction is alleged pursuant to 28 U.S.C. § 1331 and pendent jurisdiction. Now before the court is the motion of third-party defendant Moorhead Machinery & Boiler Company to dismiss or for summary judgment. Plaintiff has been the operator of the East Bethel Landfill (the landfill) located in Anoka County, Minnesota since 1971. As the result of pollution at the landfill, plaintiff apparently entered into a consent order with the Minnesota Pollution Control Agency (MPCA) for the purpose of implementing a clean-up operation. It subsequently filed this action alleging liability for past and future cleanup costs. Its complaint alleges that between 1970 and 1977 defendants disposed of or arranged for the disposal of hazardous substances at the landfill. Metal-Matic is one of twenty-five companies and one division of the Minnesota state government named as defendants in the main action. Its third-party complaint seeks contribution and indemnification from Moorhead Machinery & Boiler Company because Metal-Matic claims it arranged for the disposal of hazardous substances at the landfill. Third-party defendant Moorhead Machinery & Boiler Company is one of a series of related entities. Moorwest, Inc., a wholly-owned subsidiary of Westinghouse, purchased the assets of the original Moorhead Machinery & Boiler Company, a Minnesota corporation (Moorhead Minnesota), on May 2, 1983. On October 20, 1983, Moorwest, Inc., changed its name to Moorhead Machinery & Boiler Company (Moorhead Delaware). Moorhead Delaware, the party in this action, is a Delaware corporation owned by Westinghouse Electric Corporation. The corporate name changes were apparently necessary to allow time for the dissolution of Moorhead Minnesota. On a motion for summary judgment, all evidence and inferences are to be viewed in a light most favorable to the non-moving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 2513, 91 L.Ed.2d 202 (1986); Agristor Leasing v. Farrow, 826 F.2d 732, 734 (8th Cir.1987). In order for the moving party to prevail, it must demonstrate to the court that "there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Celotex Corp. v. Catrett, 477 U.S. 317, 324, 106 *447 S.Ct. 2548, 2553, 91 L.Ed.2d 265 (1986); Fed.R.Civ.P. 56(c). A fact is material only when its resolution affects the outcome of the case. Anderson, 477 U.S. at 248, 106 S.Ct. at 2510. The non-moving party may not rest upon mere denials or allegations in the pleadings but must set forth specific facts sufficient to raise a genuine issue for trial. Celotex, 477 U.S. at 324, 106 S.Ct. at 2553. The summary judgment motion of Moorhead Delaware asserts that Metal-Matic cannot establish the essential elements of a corporate successor liability claim. Metal-Matic responds that disputed fact issues exist on whether Moorhead's asset acquisition fits within any of the four exceptions to the general rule of corporate successor liability.[2] Traditional corporate successor law[3] provides that a purchaser of corporate assets is not responsible for the liabilities of the selling corporation unless: (1) the purchaser expressly or impliedly has agreed to assume such liability; (2) the transaction amounts to a consolidation or merger; (3) the purchasing corporation is merely a continuation of the selling corporation; or (4) the transaction is entered into fraudulently to escape liability. See Louisiana-Pacific Corp. v. Asarco, Inc., 909 F.2d 1260 (9th Cir.1990); Wallace v. Dorsey Trailers Southeast, Inc., 849 F.2d 341, 343 (8th Cir.1988) (applying Missouri law); In re Acushnet River & New Bedford Harbor, 712 F.Supp. 1010, 1015 (D.Mass.1989). This case raises the de facto merger and the mere continuation exceptions.[4] The parties agree that a four-factor test applies to the question of whether Moorhead Delaware's asset purchase amounts to a de facto merger: 1. whether there is a continuation of the enterprise of the seller corporation so that there is a continuity of management, personnel, physical location, assets, and general business operation; 2. whether there is a continuity of shareholders which results from the purchasing corporation paying for the acquiring asset with shares of its own stock, this stock ultimately coming to be held by the shareholders of the corporation so that they become a constituent part of the purchasing corporation; 3. whether the seller corporation ceased its ordinary business operation, liquidated and dissolved as soon as legally and practically possible;

MEMORANDUM OPINION AND ORDER DIANA E. MURPHY, District Judge. Plaintiff brought this action against a large number of defendants alleging liability under the Comprehensive Environmental Response Compensation and Liability Act, (CERCLA), 42 U.S.C. §§ 9601-75, and the Minnesota Environmental Response and Liability Act (MERLA), Minn. Stat. §§ 115B.01-.37. Many defendants impleaded third-party defendants. Jurisdiction is alleged pursuant to 28 U.S.C. § 1331 and pendent jurisdiction. Now before the court is the motion of third-party defendant Moorhead Machinery & Boiler Company to dismiss or for summary judgment. Plaintiff has been the operator of the East Bethel Landfill (the landfill) located in Anoka County, Minnesota since 1971. As the result of pollution at the landfill, plaintiff apparently entered into a consent order with the Minnesota Pollution Control Agency (MPCA) for the purpose of implementing a clean-up operation. It subsequently filed this action alleging liability for past and future cleanup costs. Its complaint alleges that between 1970 and 1977 defendants disposed of or arranged for the disposal of hazardous substances at the landfill. Metal-Matic is one of twenty-five companies and one division of the Minnesota state government named as defendants in the main action. Its third-party complaint seeks contribution and indemnification from Moorhead Machinery & Boiler Company because Metal-Matic claims it arranged for the disposal of hazardous substances at the landfill. Third-party defendant Moorhead Machinery & Boiler Company is one of a series of related entities. Moorwest, Inc., a wholly-owned subsidiary of Westinghouse, purchased the assets of the original Moorhead Machinery & Boiler Company, a Minnesota corporation (Moorhead Minnesota), on May 2, 1983. On October 20, 1983, Moorwest, Inc., changed its name to Moorhead Machinery & Boiler Company (Moorhead Delaware). Moorhead Delaware, the party in this action, is a Delaware corporation owned by Westinghouse Electric Corporation. The corporate name changes were apparently necessary to allow time for the dissolution of Moorhead Minnesota. On a motion for summary judgment, all evidence and inferences are to be viewed in a light most favorable to the non-moving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 2513, 91 L.Ed.2d 202 (1986); Agristor Leasing v. Farrow, 826 F.2d 732, 734 (8th Cir.1987). In order for the moving party to prevail, it must demonstrate to the court that "there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Celotex Corp. v. Catrett, 477 U.S. 317, 324, 106 *447 S.Ct. 2548, 2553, 91 L.Ed.2d 265 (1986); Fed.R.Civ.P. 56(c). A fact is material only when its resolution affects the outcome of the case. Anderson, 477 U.S. at 248, 106 S.Ct. at 2510. The non-moving party may not rest upon mere denials or allegations in the pleadings but must set forth specific facts sufficient to raise a genuine issue for trial. Celotex, 477 U.S. at 324, 106 S.Ct. at 2553. The summary judgment motion of Moorhead Delaware asserts that Metal-Matic cannot establish the essential elements of a corporate successor liability claim. Metal-Matic responds that disputed fact issues exist on whether Moorhead's asset acquisition fits within any of the four exceptions to the general rule of corporate successor liability.[2] Traditional corporate successor law[3] provides that a purchaser of corporate assets is not responsible for the liabilities of the selling corporation unless: (1) the purchaser expressly or impliedly has agreed to assume such liability; (2) the transaction amounts to a consolidation or merger; (3) the purchasing corporation is merely a continuation of the selling corporation; or (4) the transaction is entered into fraudulently to escape liability. See Louisiana-Pacific Corp. v. Asarco, Inc., 909 F.2d 1260 (9th Cir.1990); Wallace v. Dorsey Trailers Southeast, Inc., 849 F.2d 341, 343 (8th Cir.1988) (applying Missouri law); In re Acushnet River & New Bedford Harbor, 712 F.Supp. 1010, 1015 (D.Mass.1989). This case raises the de facto merger and the mere continuation exceptions.[4] The parties agree that a four-factor test applies to the question of whether Moorhead Delaware's asset purchase amounts to a de facto merger: 1. whether there is a continuation of the enterprise of the seller corporation so that there is a continuity of management, personnel, physical location, assets, and general business operation; 2. whether there is a continuity of shareholders which results from the purchasing corporation paying for the acquiring asset with shares of its own stock, this stock ultimately coming to be held by the shareholders of the corporation so that they become a constituent part of the purchasing corporation; 3. whether the seller corporation ceased its ordinary business operation, liquidated and dissolved as soon as legally and practically possible;

Sylvester Bros. Development Co. v. Burlington Northern Railroad · 1990 2 citations

+ 2 more citations in this opinion.

Werlein v. United States · 1990 2 citations

+ 2 more citations in this opinion.

United States v. Reilly Tar & Chemical Corp. · 1985 4 citations

+ 4 more citations in this opinion.