This case requires us to decide whether, in 2014, the Trustees of the residuary trust created by the will of John D. Rockefeller Sr. in 1937 may be made to contribute to cleanup costs of environmental contamination allegedly caused by corporations controlled by Rockefeller in Washington State between 1892 and 1903. The answer to
The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §§ 9601-9675 (“CERCLA”), imposes liability for cleanup costs on persons who are responsible for the release or threatened release of hazardous substances into the environment. See 42 U.S.C. § 9607(a). A party who has been sued for such contamination may-then seek contribution from others in the chain of title or from certain polluters — the so-called potentially responsible parties. Such potentially responsible parties include, as relevant here, the owners and operators of the property at the time of the hazardous waste disposal. See id. § 9613(f). While CERCLA does not expressly permit contribution claims against successors-in-interest, such as beneficiaries of the estates of such potentially responsible parties, our precedents require us to analyze applicable state law to determine whether such liability may be imposed. See Marsh v. Rosenbloom,
Plaintiff-appellant ASARCO LLC (“As-arco”) appeals from a judgment of the United States District Court for the Southern District of New York (Thomas P. Grie-sa, Judge) dismissing its Second Amended Complaint. As part of its Chapter 11 bankruptcy, the United States Bankruptcy Court for the Southern District of Texas (Richard S. Schmidt, Bankruptcy Judge) approved two settlement agreements related tp the environmental contamination at the Everett Smelter and the Monte Cristo Mining Area (together, “the Sites”), located in Washington State. As a result of those settlements, Asarco eventually paid the United States, the State of Washington, and the Port of Everett $50.2 million for costs related to the remediation of the Sites. Asarco then sought contribution, directly and as a purported subrogee, from the Trustees of the residuary trusts created by the will of the late John D. Rockefeller, which now benefit his great-grandchildren, alleging that the remediation costs were fairly attributable to activities of corporations controlled by Rockefeller, which owned and operated the contaminated sites.
We assume arguendo that New York law permits the imposition of liability on testamentary beneficiaries in such circumstances, but nevertheless conclude that the district court properly dismissed Asarco’s contribution claims because they are barred by the applicable three-year statute of limitations, and its subrogation claims because Asarco is not a subrogee. We therefore AFFIRM the judgment of the district court.
BACKGROUND
The Second Amended Complaint, and the bankruptcy documents it references, set forth the following facts, which we must accept as true in adjudicating a motion to dismiss under Rule 12(b)(6), drawing all reasonable inferences in Asarco’s favor. Pension Comm, of the Univ. of Montreal Pension Plan v. Banc of Am. Sec. LLC,
Located in the Mt. Baker-Snoqualmie National Forest in Snohomish County, Washington, the Monte Cristo Mining Area (“MCMA”) includes several large mine complexes, and the former site of an ore processing and concentrating facility. The former Everett Smelter plant property and surrounding area are located in Everett, Washington, some 40 miles from the MCMA. Predecessors of Asarco, a limited liability company organized under Delaware law, operated Everett Smelter from approximately 1903 to 1912, and the MCMA from approximately 1903 to 1905. Before Asarco’s operation of the Sites, the Puget Sound Reduction Company (“PSRC”) held legal title to the Everett Smelter, which was PSRC’s principal business activity. PSRC “was operated by [John D.] Rockefeller directly and through his personal agents acting at his direction and under his control.” J.A. 72, ¶ 4. Rockefeller also had interests in companies that owned or operated several of the MCMA mines. Asarco alleged, and the district court assumed arguendo that Rockefeller’s control of those corporate entities was exercised in a manner that warrants piercing the corporate veil and imposing personal liability on Rockefeller for the actions of those corporations.
Between 1892 and 1903, under Rockefeller’s ownership and operation of the Sites, substantial quantities of slag — a material containing various hazardous substances— and smelting wastes were discharged at the Everett Smelter. Further, various mining wastes were discharged at the MCMA as a result of the mining activities, as well as the storage, processing, and transportation of mining ore. The discharge of those waste products caused various hazardous substances, including arsenic, lead, and other heavy metals and metal-like substances to be released into the environment, contaminating the Sites.
Rockefeller died in 1937. In his will and its codicils, he established a residuary trust for the primary lifetime benefit of his granddaughter, Margaret Strong de Cuevas, which upon her death was divided into two separate trusts for the benefit of her children, Rockefeller’s great-grandchildren. Those trusts, which will not terminate until the deaths of those great-grandchildren, still contain substantial assets received directly from Rockefeller’s estate or derived from the original assets so received.
II. Prior Proceedings
A. Bankruptcy Proceedings
On August 9, 2005, Asarco filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The United States, State of Washington, and the Port of Everett filed proofs of claim for remediation costs, future response costs, and natural resource damages. On April 18, 2008, pursuant to Federal Rule Bankruptcy Procedure 9019(a),
B. District Court Proceedings
After emerging from its Chapter 11 bankruptcy reorganization, Asarco pursued its right under CERCLA to require other potentially responsible parties to reimburse it for those parties’ fair share of remediation costs. Asarco filed the original complaint in this action against the Trustees on May 10, 2012, alleging substantial response costs and seeking contribution for Rockefeller’s environmental liabilities at the Everett Smelter site only. Asarco amended its complaint on July 17, 2012, to include a similar claim for contribution for Rockefeller’s liabilities at MCMA. The Trustees moved to dismiss the Amended Complaint, and with the consent of the Trustees and leave of the district court, Asarco filed its Second Amended Complaint on October 25, 2012. The Second Amended Complaint included two additional claims against the Trustees for contribution at both sites, by Asarco as subrogee of itself as the former debtor-in-possession and predecessor-in-interest. The Trustees moved to dismiss the Second Amended Complaint, and the district court granted the motion in an oral ruling.
The district court noted that under CERCLA the owner and operator of a facility is liable for cleanup costs, and assumed “that if John D. Rockefeller were alive today, he [could] be held liable as the owner and perhaps even the operator” of the Sites. J.A. 451. The district court refused, however, to impose such liability on the beneficiaries of Rockefeller’s estate. First, citing New York Estates, Powers & Trusts Law § 12-l.l(a),
The district court then addressed the Trustees’ other defenses. Under 42 U.S.C. § 9613(g)(3)(B), no action for contribution may be commenced more than three years after “the date of ... entry of a judicially approved settlement with respect to such costs.” Because the bankruptcy court approved a settlement as to the Everett Smelter Site on April 18, 2008, the district court concluded that the three-
The district court rejected Asarco’s argument that the statute of limitations did not begin to run as to any of its claims until December 9, 2009, “when the plan of reorganization became effective and the payments were made.” J.A. 425. While agreeing that “the bankruptcy proceeding is not finished until it is indeed finished,” id. at 456, the district court noted that the bankruptcy court “literalfly]” approved settlements in April 2008 and June 2009, which “were not the subject of renegotiation or review in any meaningful way,” id., and that the limitations periods for the contribution claims began to run on the dates when the settlements were thus approved.
Finally, the district court rejected Asar-co’s arguments that it could invoke the statute of limitations for CERCLA subro-gation claims, 42 U.S.C. § 9613(g)(4). That provision also provides a three-year statute of limitations, but it is instead triggered upon “payment of [a] claim” rather than the entry of a judicially approved settlement. The district court determined that “the kind of transactions which are necessary to create subrogation simply did not take place in the bankruptcy of ASAR-CO,” J.A. 457, because an entity cannot be “subrogated to pay [its] own liability,” id. at 428. Asarco timely filed a notice of appeal, and we now affirm.
DISCUSSION
On appeal, Asarco contends that the district court erred in dismissing its complaint for several reasons. It argues (1) that the district court erroneously refused to apply the “trust fund theory,” a common law doctrine under which beneficiaries of estates have been held liable for a decedent’s personal CERCLA liability; (2) that, contrary to the district court’s conclusion, New York probate law expressly permits holding testamentary beneficiaries liable for the debts of a decedent imposed by a later enacted retroactive statute; (3) that the district court erred in concluding that Asarco’s direct contribution claims were barred by the three-year statute of limitations in 42 U.S.C. §§ 9607(e)(2) and 9613(g)(3)(B); and (4) that the district court erroneously concluded that Asarco could not pursue a subrogation claim under 42 U.S.C. § 9613(g)(4) because the transactions at issue in Asarco’s bankruptcy did not meet the basic requirements of subrogation. After setting forth the applicable legal standards, we address each of those arguments in turn.
I. Legal Standards
A. Standard of Review
We review de novo a district court judgment granting a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6), “accepting all factual allegations in the complaint as true.” Absolute Activist Value Master Fund Ltd. v. Ficeto,
B. CERCLA
“CERCLA’s primary purposes are axiomatic: (1) to encourage the timely cleanup of hazardous waste sites; and (2) to place the cost of that cleanup on those responsible for creating or maintaining the hazardous condition.” Price Trucking Corp. v. Norampac Indus.,
But CERCLA “provide[s] property owners an avenue of reprieve; it allows them to seek reimbursement of their cleanup costs from others in the chain of title or from certain polluters — the so-called potentially responsible parties.” Niagara Mohawk,
The parties agree, because the complaint in this matter was dismissed for failure to state a claim, that if Rockefeller were alive today, he would be liable under CERCLA, as either an owner or an operator of the Sites. There is also no dispute that Asarco settled its CERCLA liability through a judicially approved settlement. The question, therefore, is whether CERCLA permits a right of contribution against the beneficiaries of a potentially responsible party’s estate.
II. Asarco’s Arguments
A. Trust Fund Theory Under Federal Law
We acknowledge at the outset that “CERCLA does not contain any provision that imposes liability directly upon the estates of [the] four classes of [poten
Asarco contends that we should craft a rule of federal common law under CERC-LA mandating that a decedent’s personal liability is transferred to those who benefit from the decedent’s estate, a rule known as the “trust fund doctrine.” Appellant’s Br. 17; see W.R. Peele, Sr. Trust,
Our decision in Marsh,
The same conclusion necessarily obtains with respect to federal claims against decedents’ estates, which, by longstanding precedent, are governed by state probate law and procedures, unless federal law specifically provides otherwise. See, e.g., Pufahl v. Parks’ Estate,
Accordingly, we agree with the district court’s rejection of Asarco’s argument that the Trustees may be held liable by application of a trust fund theory as a matter of federal law.
B. New York Probate Law
Having concluded that state law governs whether liability may be imposed against the beneficiaries of Rockefeller’s estate, we turn next to Asarco’s arguments based on New York law. The relevant New York statute provides:
Subject to the other provisions of this article, distributees and testamentary beneficiaries are liable, in an action, to the extent of the value of any property received by them as such, for the debts and reasonable funeral expenses of a decedent, the expenses of administeringhis estate and all taxes for which the estate is liable, which have not previously been recovered from the personal representative or from any other source....
N.Y. Est. Powers & Trusts Law § 12-1.1(a).
“CERCLA by its terms has unlimited retroactivity,” Commonwealth Edison Co. v. United States,
Although Asarco does not identify any case in which New York courts have interpreted “debts ... of a decedent” to include debts created by post-demise legislation that has been expressly made retroactive, and is not otherwise constitutionally infirm, it does cite cases that might support such a conclusion by negative pregnant. Essentially, those cases hold that New York courts will generally presume that New York statutes do not impose liability retroactively on the estates of decedents, and will not consider as “debts ... of a decedent” liabilities retrospectively imposed by legislation after the decedent’s death where such retrospective imposition would be unconstitutional.
We are hesitant to rely on inference to decide an important issue of New York law. We might, of course, certify the issue to the New York Court of Appeals for its definitive resolution. See Second Cir. Local R. 27.2(a); N.Y. Comp.Codes R. & Regs., tit. 22, § 500.27(a); see also N.Y. Const, art. 6, § 3(b)(9). We do not do so in this case, however, because the answer to the potential “certified question is [not] determinative of a claim before us.” In re Thelen,
We therefore assume arguendo that New York law would permit the imposition of liability against John Rockefeller’s testamentary trusts under these circumstances, and proceed to consider the statute of limitations issues.
C. Statute of Limitations: Contribution Claims
CERCLA contribution claims are subject to a three-year statute of limitations, which provides that “[n]o action for contribution for any response costs or damages may be commenced more than 3 years after ... entry of a judicially approved settlement with respect to such costs or damages.” 42 U.S.C. § 9613(g)(3)(B). The event triggering the beginning of the limitations period — “entry of a judicially approved settlement” — is the point of contention here. The district court, relying on the plain language of that provision, concluded that the statute of limitations began to run for the Everett Smelter Site on April 18, 2008, and for the MCMA on June 5, 2009. Asarco contends that the district court “committed legal error by ignoring the bankruptcy context in which the Everett Site and MCMA Site Agreements were negotiated and approved,” Appellant’s Br. 32-33, and that the statute of limitations did not begin to run until the date its reorganization plan became effective. We disagree.
We review the interpretation of federal statutes de novo. W.R. Grace & Co. — Conn. v. Zotos Int'l Inc.,
The plain language of § 9613(g)(3)(B) contradicts Asarco’s contention that the statute of limitations did not begin to run until its Reorganization Plan was either approved by the bankruptcy court or became effective. See RSR Corp. v. Commercial Metals Co.,
Asarco contends that the bankruptcy court’s approval of the settlement agreements only resolved the disputed proofs of claim and did not immediately trigger CERCLA’s three-year statute of limitations for direct contribution claims because “[n]o moneys could be paid at that time,” and because “it could not even be definitively stated how much would be paid at the time the Bankruptcy Court approved the two agreements.” Appellant’s Br. 33. Therefore, Asarco argues, the date that the reorganization plan became effective is the most logical triggering event for the statute of limitations because “[o]nly upon the [Reorganization] Plan’s judicial confirmation and effective date was the contribu
It is a sufficient answer to say that Congress chose to tie the limitation period to the “entry of a judicially approved settlement” and not to “approval of [a reorganization] [p]lan.” We note as well, however, that under the terms of the statute a “judicially approved settlement” need only “resolve[ ]” a potentially responsible party’s liability, and not fix the settlement amount. See 42 U.S.C. § 9613(f)(3)(B). Such a resolution occurs when a potentially responsible party is released from CERCLA liability, which the Everett Smelter and MCMA settlements accomplished with respect to Asarco. See Niagara Mohawk,
Because the bankruptcy court approved a settlement as to the Everett Smelter Site on April 18, 2008, and as to the MCMA on June 5, 2009, we agree with the district court that the three-year statute of limitations for the Everett Smelter expired on April 18, 2011, more than a year before this action was commenced on May 10, 2012.
As to the MCMA, the three-year statute of limitations expired on June 5, 2012—after this action was filed, but before Asarco filed its first amended complaint on July 17, 2012. It was only in that amended complaint that Asarco first asserted a claim relating to the MCMA. Thus, as Asarco concedes, that claim is time-barred unless it relates back to the filing of the initial complaint. See Fed. R.Civ.P. 15(c)(1)(B).
Upon de novo review, we find no error in the district court’s determination that the MCMA claims do not relate back the original complaint. See Slayton v. Am. Exp. Co.,
Here, Asarco’s original complaint dealt exclusively with the alleged contamination at the Everett Smelter, and contained no facts whatever about the MCMA settlement, any actions taken or costs incurred to remediate the MCMA site, or even any reference to the environmental contamination there. Indeed, the original complaint explained that the suit involved a claim “for costs incurred by Asarco at a former lead smelter and arsenic extraction facility ... and surrounding areas located in Everett, Washington.” J.A. 19, ¶ 1. In contrast, the MCMA claims, as described in the Second Amended Complaint, arose as a result of “mining, ore concentrating, and transportation facilities located ... in Snohomish County, Washington,” approximately 40 miles away from Everett. J.A.
Accordingly, Asarco’s direct contribution claims are time-barred.
IV. Subrogation Claim
Finally, Asarco contends that it is entitled to assert a contribution claim as a subrogee, based on the fact that it paid the sum approved in the settlement, which was made and approved while Asarco was a debtor-in-possession in a Chapter 11 bankruptcy proceeding, after it had emerged from bankruptcy. The argument is founded on the premise that as the reorganized debtor, Asarco is a separate legal entity from the former debtor-in-possession and paid the debtor’s CERCLA liability. Therefore, Asarco asserts that its claims are timely under the alternative statute of limitations in 42 U.S.C. § 9613(g)(4), which provides that “[n]o action based on rights subrogated pursuant to this section by reason of payment of a claim may be commenced under this subchapter more than 3 years after the date of payment of such claim.” If that provision applies, both the Everett Smelter and the MCMA claims would be timely, since the payment of the settlement amount occurred on December 9, 2009, which was less than three years before the filing of the later of Asarco’s two amended complaints, which was filed in October 2012.
For the reasons set forth below, we reject Asarco’s argument and conclude that the Asarco that filed for bankruptcy as debtor-in-possession and entered the settlement and the Asarco that emerged from bankruptcy and paid the settlement amounts are not separate legal entities for purposes of pursuing post-confirmation subrogation claims. Having paid its own debt, Asarco is not entitled to assert a subrogation claim.
“To determine whether or not entities are the same the court must look to the substance of the [Reorganization] Plan.” Cross Media Mktg. Corp. v. Cab Mktg., Inc.,
• define “Reorganized ASARCO,” which is the plaintiff here, to be one and the same as the Debtor as of the effective date of the Plan. It defines “Reorganized ASARCO” as “ASARCO and/or any of its successors ... on or after the Effective Date,” Reorganization Plan, ¶ 298, and defines “ASARCO” as “ASARCO LLC” which is “a Delaware limited liability company and one of the Debtors herein,” id., ¶¶ 21, 25.
• continue the Debtor’s existence as As-arco. Id., art. 10.11 (“Reorganized ASARCO shall continue its existence after the Effective date.”).
• vest the claims and causes of action of the Debtor and the bankruptcy estate in Asarco. Id., art. 10.12 (“Except as otherwise expressly provided in the [Plan], on the Effective Date, all of ASARCO’s and its Estate’s property and assets shall vest in Reorganized ASARCO....”); id., art. 10.13 (“Any and all claims and causes of action that were owned by ASARCO or its Estate as of the Effective Date ... shall vestin Reorganized ASARCO on the Effective Date.... ”).
• maintain the Debtor’s identical equity owners as the owners of the Reorganized Asarco. Id., art. 10.11 (“The equity interests in Reorganized ASAR-CO shall continue to be held by ASAR-CO USA Incorporated.”).
Because the Asarco that emerged upon reorganization is not a different entity from the Asarco that entered bankruptcy as the Debtor, Asarco’s payment of the settlement lacks the basic requirement of subrogation — the existence of a subrogee that is a distinct entity from the subrogor. See U.S. Airways, Inc. v. McCutchen, — U.S. -,
CONCLUSION
We have considered all of Asarco’s contentions on this appeal and have found them to be without merit. For the foregoing reasons, the judgment of the district court is AFFIRMED.
Notes
. “On motion by the trustee and after notice and a hearing, the court may approve a compromise or settlement. Notice shall be given to creditors, the United States trustee, the debtor, and indenture trustees as provided in Rule 2002 and to any other entity as the court may direct.’’ Fed. R. Bankr.P. 9019(a).
. The Trustees dispute the amount of the MCMA settlement, but the precise size of the settlement does not affect the resolution of the issues before us.
. "Subject to the other provisions of this article, distributees and testamentary beneficiaries are liable, in an action, to the extent of the value of any property received by them as such, for the debts and reasonable funeral expenses of a decedent, the expenses of administering his estate and all taxes for which the estate is liable, which have not previously been recovered from the personal representative or from any other source....” N.Y. Est. Powers & Trusts Law § 12-1.1(a).
."Under a trust fund theory, a beneficiary is deemed to hold the assets received from a liable party's estate in trust for the benefit of satisfying environmental liabilities of a deceased, responsible person.” North Carolina ex rel. Howes v. W.R. Peele, Sr. Trust,
. CERCLA defines four classes of persons as potentially responsible parties:
(1) the owner and operator of a vessel or a facility, (2) any person who at the time of disposal of any hazardous substance owned or operated any facility at which such hazardous substances were disposed of, (3) any person who by contract, agreement, or otherwise arranged for disposal or treatment, or arranged with a transporter for transport for disposal or treatment, of hazardous substances owned or possessed by such person, by any other party or entity, at any facility or incineration vessel owned or operated by another party or entity and containing such hazardous substances, and (4) any person who accepts or accepted any hazardous substances for transport to disposal or treatment facilities, incineration vessels or sites selected by such person, from which there is a release, or a threatened release which causes the incurrence of response costs, of a hazardous substance.
42 U.S.C. § 9607(a)(l)-(4).
. The law in effect at the time of Rockefeller’s death was Decedent Estate Law § 170, which was materially similar to N.Y. Est. Powers & Trusts Law § 12-1.1(a). See Brooklyn Sav. Bank v. Joseph Wechsler Estate,
. See, e.g., In re Malavase,
. Asarco alternatively argues that the date of the bankruptcy court order confirming the Plan, November 13, 2009, could be the triggering event. We reject that argument too as having no basis in the statutory text.