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Dixon Lumber Co. v. Austinville Limestone Co.

United States District Court for the Western District of Virginia, Roanoke Division

June 9, 2017, Decided; June 9, 2017, Filed

Civil Action No. 7:16-cv-00130



Plaintiff Dixon Lumber Company and defendant Austinville Limestone Company (ALC) own adjacent plots of land in Wythe County, Virginia. Dixon's property is called "Austin Meadows," and the court will refer to ALC's as "the Austinville site." Both companies bought their property from Gulf & Western Industries (G&W), which operated a zinc and lead mine on the Austinville site through a division called New Jersey Zinc Company (NJZ). Years before ALC and Dixon purchased their properties, NJZ dumped limestone tailings, a byproduct of its mining operations, on Austin Meadows. Dixon now seeks to hold ALC responsible for environmental liabilities arising from those limestone tailings under the Comprehensive Environmental Response, Compensation, and Liability [**2]  Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601-9675.

Before the court are Dixon and ALC's cross-motions for partial summary judgment on the issue of whether ALC is a corporate successor of G&W. (Dkt. Nos. 49, 51.) Both motions have been fully briefed and argued and are now ripe for disposition. For the reasons stated below, the court finds that ALC is not G&W's corporate successor and will therefore grant ALC's motion and deny Dixon's.


The Austinville site has been mined, more or less continuously, since the mid-eighteenth century. NJZ bought the mine in 1902 and, at some point, was acquired  [*663]  by and became a part of G&W.1 It is undisputed that NJZ was a division of G&W at all times relevant to Dixon and ALC's motions.

Until 1981, NJZ extracted dolomitic limestone containing zinc and lead ore from an underground mine on the Austinville site. The mine was made up of a 1200-foot mine shaft with perpendicular levels every 100 to 200 feet. Miners would drill into the limestone on the various rock levels, use gun powder to blast the rock loose, and then use shovels, front end loaders, and electric-powered railcars to transport the rock to an underground "jaw crusher" at the base of the mine shaft. Once crushed [**3]  by the jaw crusher, the rocks would be hoisted out of the mine to be processed and milled.

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256 F. Supp. 3d 658 *; 2017 U.S. Dist. LEXIS 88642 **; 97 Fed. R. Serv. 3d (Callaghan) 1335; 47 ELR 20078; 84 ERC (BNA) 2038


Subsequent History: Dismissed without prejudice by, in part, Motion denied by Dixon Lumber Co. v. Austinville Limestone Co., 2017 U.S. Dist. LEXIS 179852 (W.D. Va., Oct. 31, 2017)

Motion granted by Dixon Lumber Co. v. Austinville Limestone Co., 2017 U.S. Dist. LEXIS 219976 (W.D. Va., Nov. 17, 2017)

Motion denied by, Without prejudice Dixon Lumber Co. v. Austinville Limestone Co., 2017 U.S. Dist. LEXIS 193189 (W.D. Va., Nov. 22, 2017)

Findings of fact/conclusions of law at, Judgment entered by, Claim dismissed by Dixon Lumber Co. v. Austinville Limestone Co., 2019 U.S. Dist. LEXIS 55023 (W.D. Va., Mar. 31, 2019)


site, limestone, tailings, environmental, continuity, purchase agreement, mere continuation, obligations, successor, Certificate, pile, successor liability, agricultural, deposition, ownership, records, premises, fines, zinc, No-Discharge, designee, courts, summary judgment, stockpiles, argues, rocks, summary judgment motion, common law, assume responsibility, state water

Civil Procedure, Judgments, Summary Judgment, Entitlement as Matter of Law, Evidentiary Considerations, Motions for Summary Judgment, Cross Motions, Motions for Summary Judgment, Governments, Courts, Rule Application & Interpretation, Methods of Discovery, Depositions, Oral Depositions, Discovery & Disclosure, Disclosure, Mandatory Disclosures, Sanctions, Environmental Law, Enforcement, Potentially Responsible Parties, Successors, Mergers & Acquisitions Law, Liabilities & Rights of Successors, Successor Liability Doctrine, Contracts Law, Contract Interpretation, Intent, Ambiguities & Contra Proferentem, Parol Evidence, Liabilities & Rights of Successors, Mere Continuation