Quemetco Inc. v. Pacific Automobile Insurance

WOODS (Fred), J.

Plaintiff appeals from a summary judgment entered in favor of defendant insurance companies, ruling that they did not have to provide insurance coverage to plaintiff in two underlying lawsuits. We affirm.

Except for Continental Insurance Company, which is alleged to be a successor in interest to New Zealand Insurance Company and Phoenix Assurance Company of New York, respondents are insurance companies which issued several general liability insurance policies to Western Lead Products Company (Western Lead), a California corporation, for various periods during which Western Lead shipped sulfuric acid waste and battery electrolytes to the Stringfellow acid pits.

In May 1970, Western Lead changed its name to Quemetco, Inc. (Old Quemetco), a California corporation. In December 1970, pursuant to a written agreement, Old Quemetco sold all of its assets to St. Joe Mineral Corporation (St. Joe), a New York Corporation, and Q Acquisition Corporation (Q Acquisition), a Delaware corporation, a wholly owned subsidiary of St. Joe.

Q Acquisition subsequently changed its name to Quemetco Inc. (New Quemetco), a Delaware corporation. In October 1972, St. Joe sold 100…

Plaintiff appeals from a summary judgment entered in favor of defendant insurance companies, ruling that they did not have to provide insurance coverage to plaintiff in two underlying lawsuits. We affirm.

Factual and Procedural Synopsis

I. Factual History

Except for Continental Insurance Company, which is alleged to be a successor in interest to New Zealand Insurance Company and Phoenix Assurance Company of New York, respondents are insurance companies which issued several general liability insurance policies to Western Lead Products Company (Western Lead), a California corporation, for various periods during which Western Lead shipped sulfuric acid waste and battery electrolytes to the Stringfellow acid pits.

In May 1970, Western Lead changed its name to Quemetco, Inc. (Old Quemetco), a California corporation. In December 1970, pursuant to a written agreement, Old Quemetco sold all of its assets to St. Joe Mineral Corporation (St. Joe), a New York Corporation, and Q Acquisition Corporation (Q Acquisition), a Delaware corporation, a wholly owned subsidiary of St. Joe.

Q Acquisition subsequently changed its name to Quemetco Inc. (New Quemetco), a Delaware…

I respectfully dissent.

I disagree with the majority opinion’s criticism of Northern Ins. Co. of New York v. Allied Mut. Ins. (9th Cir. 1992) 955 F.2d 1353 and the resulting conclusion old Quemetco’s liability insurance did not transfer to new Quemetco by operation of law.

*504 I deem Northern Ins. persuasive precedent on the question before this court. The majority appears to concede that if correctly decided Northern Ins. indeed supports the transfer of liability coverage from old Quemetco to new Quemetco. The majority, however, deems Northern Ins. to be wrongly decided because it failed to consider two “critical” California decisions the majority argues reach a contrary position. I disagree, finding neither of these cases require a rejection of Northern Ins. or its application to the instant case.

I happened to have authored one of the two California opinions the majority feels the Ninth Circuit improperly ignored in Northern Ins.—Oliver Machinery Co. v. United States Fid. & Guar. Co (1986) 187 Cal.App.3d 1510 [232 Cal. Rptr 691], In my view, Oliver has no relevance to the issues before us in this case nor to the principles enunciated in Northern Ins. Nor do I find the other…