## Facts

- Polaroid Corporation and Hooker Chemical Corporation (later succeeded by Occidental Chemical Corporation) contracted with Rollins Environmental Services (NJ), Inc. for hazardous-waste disposal services in the 1970s.
- The service agreements required Rollins to perform disposal services in compliance with environmental laws and included indemnification provisions in favor of Polaroid and Occidental.
- In performing waste-handling operations, Rollins at times stored customers’ wastes at an interim “tank farm” operated by Bridgeport Rental and Oil Service, Inc. before processing at Rollins’s facility.
- Hazardous-waste spills occurred at the Bridgeport site, leading to contamination concerns.
- The EPA notified Polaroid and Occidental that, as waste generators, they were potentially responsible parties under CERCLA and could be held jointly and severally liable for investigation and remediation costs at the Bridgeport site.
- Polaroid and Occidental demanded that Rollins indemnify them for CERCLA-related cleanup costs; Rollins refused.
- Polaroid and Occidental filed an action in Massachusetts Superior Court seeking declaratory relief that Rollins had a contractual duty to indemnify them for Bridgeport-site cleanup costs.
- On cross-motions for summary judgment, the Superior Court declared the indemnity contracts enforceable and held that CERCLA § 107(e)(1) did not bar their enforcement; Rollins appealed.

## Issues

1. Whether the indemnity provisions were broad and unambiguous enough to require Rollins to indemnify Polaroid and Occidental for CERCLA response costs arising from releases or threatened releases at the Bridgeport site.
2. Whether CERCLA § 107(e)(1), 42 U.S.C. § 9607(e)(1), prohibits enforcement of private contractual indemnity provisions allocating CERCLA cleanup costs.
3. Whether Rollins assented to and was bound by the indemnity terms, including terms appearing on the reverse side of preprinted service forms, based on the parties’ course of dealing and performance.

## Decision

- The Supreme Judicial Court of Massachusetts affirmed summary judgment for Polaroid and Occidental.
- The court held the indemnity provisions valid, binding, and enforceable, and interpreted them to require Rollins to indemnify and hold the plaintiffs harmless from liability and loss tied to releases or threatened releases of hazardous substances at the Bridgeport site, including CERCLA response costs.
- The court held CERCLA § 107(e)(1) does not bar private parties from allocating the financial burden of CERCLA liabilities by contract, so long as such agreements do not affect the government’s ability to recover from any responsible party.
- The court rejected Rollins’s formation/assent defenses, finding Rollins manifested assent to the contractual terms through its conduct and performance without objection.

## Legal Principles

- Broad indemnity language covering “all liability and loss” connected to hazardous-substance releases arising from a contractor’s waste-handling performance may encompass later-enacted statutory liabilities, including CERCLA response costs, absent limiting language.
- CERCLA § 107(e)(1) preserves the government’s right to recover from any potentially responsible party, but permits private agreements to insure, hold harmless, or indemnify a party for CERCLA liability as between themselves.
- A party that repeatedly performs under written contract terms and accepts the benefits of the agreement without timely objection may be bound by those terms, including indemnification provisions appearing on standard-form documents.
- Where material facts are undisputed and the dispute turns on contract interpretation and statutory construction, summary judgment is appropriate.

## Conclusion

The court enforced the parties’ indemnity agreements to require Rollins to reimburse Polaroid and Occidental for CERCLA cleanup costs associated with releases at the Bridgeport interim storage site, and held that CERCLA does not invalidate private contractual allocation of response costs while leaving government enforcement rights intact.


Polaroid Corp. v. Rollins Env’t Servs. (NJ), Inc., 624 N.E.2d 959 (Mass. 1993)