POLAROID CORP. V. ROLLINS ENVIRONMENTAL SERVICES (NJ), INC.
416 Mass. 684, 624 N.E.2d 959 (1993)
NATURE OF THE CASE: This was a hazardous waste matter and contract dispute over
indemnification. Polaroid (P) filed suit against Rollins (D), waste disposal facility,
seeking declaratory relief and indemnity for costs associated with a hazardous waste cleanup
performed pursuant to 42 U.S.C.S. 9001 et seq. The Superior Court granted declaratory
judgment to Ps, and D appealed.
FACTS: Polaroid (P) sought a determination that Rollins (D) was contractually obligated
to indemnify P against liability for hazardous waste spills at a temporary storage facility.
In 1976, P and D entered into an agreement for D to perform waste disposal services for P. P
gave D a copy of its supplemental provisions and informed D that agreement to these
conditions was a necessary and essential condition to any contract between the parties. D
signed the supplemental provisions after some handwritten and initialed changes. Two of
those paragraphs related to 'Precautions' and 'Indemnification.' Another company, Hooker, a
predecessor to Occidental, entered into a similar arrangement with D wherein its
indemnification clause was attached to its purchase orders but D did the work but never
returned the acknowledgments. During the course of business with Polaroid and Hooker, D
stored waste materials at a Bridgeport tank farm until D's facility was able to process the
waste. Several spills occurred at the Bridgeport facility and the EPA notified Polaroid and
Occidental that as waste generators they may have incurred liability for those spills. The
New Jersey EPA had requested that responsible parties contribute $9,224,189 to the
remediation efforts at Bridgeport. Polaroid paid a small portion and Occidental paid
nothing. Both parties requested that D defend them but D refused. D argued that it rejected
the indemnification clauses because it did not return the acknowledgment copy of the
purchase agreements as requested. The trial court ruled in favor of P and D appealed. The
trial judge concluded that P and Occidental had valid, binding, and enforceable
indemnification contracts with D.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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