BASF Corp. v. Albany Molecular Research Inc.

MEMORANDUM DECISION AND ORDER I. INTRODUCTION   Plaintiff BASF Corporation has filed an action pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§9601, et seq. (“CERCLA”), seeking cost recovery, contribution, and declaratory relief for costs and damages associated with discovering and treating contaminated Hudson River sediments located near Rensselaer, New York. Dkt. No. 1 (“Complaint”).¹ Plaintiff has sued several companies that currently own or formerly owned real property that included a sewer line which contributed to the contamination at issue, including Albany Molecular Research, Inc. (“AMRI”), AMRI Rensselaer, Inc. (“AMRI-Rensselaer”), E. I. DuPont De Nemours and Company (“DuPont”), The Chemours Company (“Chemours”), GE Healthcare, Inc. (“GE Healthcare”), General Electric Company (“GE”), Sanofi US Services (“Sanofi”), STWB Inc. (“STWB”), and the United States of America (the “Government”) (collectively, “Defendants”). Pursuant to Federal Rule of Civil Procedure 12(b)(6), Defendants have each filed motions to dismiss Plaintiff’s claims for failure to state a claim upon which relief can be granted.² Plaintiff opposes each of the Motions³ to which Defendants have separately filed replies.⁴ STWB has also filed a limited opposition to Sanofi’s Motion⁵ to which Sanofi has filed a reply.⁶ For the following reasons, the Government’s Motion is granted and the remaining Motions are granted in part and denied in part. II. BACKGROUND The Court draws all facts, which are assumed to be true, from the Complaint. Bryant v. N.Y. State Educ. Dep’t, 692 F.3d 202, 210 (2d Cir. 2012). “For purposes of a motion to dismiss,” the Second Circuit “deem[s] a complaint to include any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference…and documents that the plaintiffs either possessed or knew about and upon which they relied in bringing the suit.” Rothman v. Gregor, 220 F.3d 81, 88-89 (2d Cir. 2000). Furthermore, the Court may rely upon public records, such as “letter decisions of government agencies, published reports, [or] records of administrative agencies…” when deciding a motion filed under Rule 12(b)(6). Moore U.S.A., Inc. v. Standard Register Co., 139 F. Supp. 2d 348, 363 (W.D.N.Y. 2001) (citing, inter alia, Pension Ben. Guar. Corp. v. White Consol. Industries, Inc., 998 F.2d 1192, 1197 (3d Cir. 1993)). Plaintiff’s claims arise from its ownership of certain real property located in Rensselaer, New York along the Hudson River, i.e., the “General Aniline Site.” Compl. 15. “Adjacent to the General Aniline Site to the north” lies another parcel of real property that Plaintiff does not own, i.e., the “Sterling Site.” Id. 17. A. Ownership of Both Sites Between 1908 and 1918, the General Aniline Site and Sterling Site were owned as a combined property by several companies and the Government. Compl.

25-30. In 1919, Sterling Products Company subdivided the property into the Sterling Site and the General Aniline Site. Id. 31. Sterling Products Company retained the Sterling Site for itself and sold the General Aniline Site to Grasselli Chemical Company (“Grasselli Chemical”) that same year. Id. B. The Sewer Line In 1908, a joint sewer line was installed on what came to be the General Aniline Site and the Sterling Site. See Compl. 18. Between 1908 and 1976, “[t]he sewer line discharged untreated process wastewater, cooling water, and sanitary wastewater from both the Sterling Site and the General Aniline Site into the Hudson River.” Id. 19; see also id. 46. In 1976, both Sites ceased utilizing the sewer line to discharge wastewater into the Hudson River using an onsite wastewater treatment facility constructed on the General Aniline Site instead. Id. 21. C. Ownership of the Sterling Site “Sterling Products Company and/or affiliated entities, including Sterling Winthrop Inc. (collectively ‘Sterling’), continuously owned and operated the Sterling Site from 1918″ to 1988.⁷ Compl. 32. In 1988, Eastman Kodak Company (“Kodak”) purchased the Sterling Site. Id. 33. In 1994, Kodak “spun-off certain assets of the Sterling business, including Sterling Site and the diagnostic imaging business that operated there” to Sanofi. Id. 36. In addition to the actual Sterling Site, Kodak also “sold all of the shares of Sterling to [SmithKline Beecham plc ("SmithKline")]” that same year. Id. 34. Sterling then became a wholly-owned subsidiary of Miles Inc. pursuant to a stock purchase agreement between SmithKline and Miles Inc., dated September 11, 1994. Id. “Following the purchase of Sterling, Miles, Inc. changed its name to Bayer Corp. In 1996, Sterling changed its name to STWB.” Id. In 1994, Nycomed purchased the Sterling Site and the diagnostic business operating there from Sanofi, and, in 1997, Nycomed merged with Amersham to form Nycomed Amersham plc. Id. 37. In 1999, AMRI together with the then-management of Nycomed Amersham plc jointly purchased the Sterling Site and the diagnostic business operating on it. Id. 39.⁸ They renamed the company operating the Site, “Organichem,” that same year. Id. Around 2003, AMRI became the sole owner of Organichem and renamed the company, “AMRI-Rensselaer.” Id. 40. AMRI-Rensselaer “is the current owner and operator of the Sterling Site.” Id. 41. D. Ownership of the General Aniline Site Ownership of the General Aniline Site changed hands multiple times between 1919 — when Grasselli Chemical acquired it — and 1942 when “the United States Department of the Treasury seized General Aniline and Film Corp., including the operations on the General Aniline Site, pursuant to the Trading With the Enemy Act, 50 U.S.C. Appl. §§1-44.” Compl.