Jones-Hamilton Co., a California Corporation v. Beazer Materials & Services, Inc. Kop-Coat, Inc., a Pennsylvania Corporation Koppers Company, Inc.

Jones-Hamilton Co. (“J-H”) appeals the district court’s grant of summary judgment in favor of Beazer Materials & Services, Inc. (“Beazer”) and denial of J-H’s own motion for partial summary judgment. The district court found that J-H was obligated to indemnify Beazer for any liability Beazer incurred from environmental cleanup orders issued to J-H, and that this obligation barred J-H’s action against Beazer for contribution under CERCLA.

We affirm in part and reverse in part.

BACKGROUND

In 1970, J-H, a contract chemical formulator, entered into a formulation agreement (the “Agreement”) with Wood Treating Chemicals Co. (“WTCC”). The Agreement was to continue in force until terminated by written notice; it was ultimately terminated in 1984. In 1971, WTCC was sold to Koppers Company; Beazer has assumed the duties and liabilities of Koppers under the Agreement and has been assigned all rights thereunder. Throughout this opin ion, WTCC or its successors will be referred to as “Beazer.”

Under the Agreement, J-H would formulate raw materials provided by Beazer into wood preservation compounds. Beazer retained ownership of the materials it provided. The Agreement contained two clauses…