Exxon Mobil Corporation v. New West Petroleum, Lp

MEMORANDUM

The Purchase & Sale Agreement generally makes Exxon Mobil Corporation (“ExxonMobil”) responsible for contamination caused by ExxonMobil’s operations. See generally Purchase & Sale Agreement Sections 12, 19. Relevant here, Section 11(b) of the Purchase & Sale Agreement provides that if the applicable governmental authority requires further assessments and remediation of petroleum hydrocarbons, as it did in this case, and such petroleum hydrocarbons were caused by Exxon-Mobil’s operations, then (1) the Baseline Condition of the Property is modified based on the results of such assessments; and (2) ExxonMobil is responsible for addressing the modified Baseline Condition pursuant to Section 12. Contrary to Exx-onMobil’s argument, New West’s agreement in Section 18 of the Agreement to “hold harmless” ExxonMobil for specified issues does not allow ExxonMobil to sue New West for indemnity for contamination caused by ExxonMobil’s prior operations. See Queen Villas Homeowners Ass’n v. TCB Prop. Mgmt., 149 Cal.App.4th 1 , 56 Cal.Rptr.3d 528, 534 (2007). Accordingly, the district court correctly determined that under the Purchase & Sale Agreement, ExxonMobil agreed to take…