Nikko Materials USA, Inc. v. Navcom Defense Electronics Inc.

MEMORANDUM **

Nikko Materials USA, Inc. (“Gould/Nikko”), brought an action against NavCom Defense Electronics Inc. (“NDE”), for breach of contract and contribution under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”). This matter concerns the allocation of remediation costs for groundwater contamination in aquifers underlying a portion of the San Gabriel Valley Superfund site. The district court entered a judgment on behalf of the plaintiff, Gould/Nikko. We affirm. Because the parties are familiar with the procedural and factual history of this case, we do not recount it here.

I. Contract Claim

NDE’s predecessor-in-interest purchased 100% of the stock of Gould/Nikko’s subsidiary, GNSDI, subject to the rights and liabilities set forth in the Assumption Agreement. 1 When NDE’s predecessor then merged with GNSDI to form NDE, NDE assumed GNSDI’s obligation to indemnify Gould/Nikko under the Assumption Agreement. See Krull v. Celotex Corp., 611 F.Supp. 146, 148 (N.D.Ill.1985). Nothing in the independent Purchase Agreement between NDE and Gould/Nikko rendered the Assumption Agreement’s indemnification provision unenforceable against…