Carroll Co. v. Sherwin-Williams Co., 2012 U.S. Dist. LEXIS 39519

Plaintiff Carroll purchased a nine-acre Havre de Grace property from Sherwin-Williams under a Purchase and Sale Agreement in 2005; Ogden acquired rights and leased back operations, maintaining control.
Historical contamination was identified by Maryland DEP in 1989-1991, with some remediation halted by prior owners; MDE later suggested voluntary cleanup options.
In 2005, MDE issued a letter proposing VCP consideration and warned responsible parties of liability for cleanup costs; Sherwin-Williams pursued VCP applications with ERM.
Draft VCP applications were amended to Tier 1 (Residential) once Plaintiffs objected to Tier 3; closing occurred July 7, 2006 with a Site Access Agreement allowing post-closing environmental work.
MDE denied Tier 1 VCP applications in 2008 for failure to respond; Sherwin-Williams later submitted Tier 3 and Plaintiffs objected; by 2009 MDE halted further action and litigation ensued.
Plaintiffs allege breach of an alleged remediation agreement and related contract-based and tort theories seeking declaratory relief and attorneys’ fees; Defendants moved to dismiss under Rule 12(b)(6).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a remediation obligation to Tier 1 exists	Plaintiffs contend the PSA, Confirmation Letter, SAA, and Tier 1 VCP applications together formed a binding remediation agreement.	The documents do not plausibly create a binding Tier 1 remediation obligation and the VCP program is voluntary.	Count I dismissed.
Whether indemnity covers preexisting losses and triggers a breach	Indemnity from paragraph 10 covers losses and costs arising from environmental violations or contamination.	Indemnity requires a third-party claim; not triggered by mere value loss or self-imposed costs.	Count II dismissed.
Whether misrepresentation claims (intentional) survive	Confirmation Letter and Tier 1 applications contained false representations to induce closing.	No false statements or insufficient specificity under Rule 9(b).	Counts III and IV denied (fraud survives).
Whether negligent misrepresentation survives	Promises about Tier 1 remediation constituted negligent misrepresentation.	Promises about future remediation may be non-actionable.	Count V denied (negligent misrepresentation survives).
Whether promissory estoppel claim survives	Detrimental reliance on the representations to pursue remediation entitles relief.	Reliance not reasonably based on promissory statements outside the contract.	Count VI denied (promissory estoppel survives).

Taylor v. NationsBank, 365 Md. 166 (Md. 2001) (elements of breach of contract)
Conley v. Gibson, 355 U.S. 41 (S. Ct. 1957) (standard to test complaint sufficiency)
Twombly, 550 U.S. 544 (S. Ct. 2007) (plausibility pleading standard)
Ashcroft v. Iqbal, 556 U.S. 662 (S. Ct. 2009) (plausibility standard explained)
Greenfield v. Heckenbach, 797 A.2d 63 (Md. App. 2002) (merger clauses and reliance separate from contract)
Pavel Enters., Inc. v. A.S. Johnson Co., 342 Md. 143 (Md. 1996) (promissory estoppel framework in Maryland)
Alleco Inc. v. Harry & Jeanette Weinberg Found., 665 A.2d 1038 (Md. 1995) (limits of implied misrepresentation theory)
Gross v. Sussex, Inc., 332 Md. 247 (Md. 1993) (present-intent standard for negligent misrepresentation)
Beall v. Beall, 434 A.2d 1015 (Md. 1981) (sufficiency under statute of frauds considerations)