The Board of Trustees of the Leland Stanford Junior University v. Agilent…

Background

The parties filed two sets of cross-motions for summary judgment: one involving Stanford and HP/Agilent, and another involving HP/Agilent and Nokia. Summary judgment is a ruling without a trial when the record shows that there is no genuine dispute requiring a jury to decide an issue. The order resolved several issues but reserved the remaining, more difficult issues for a later time.

Rulings involving Stanford and HP/Agilent

1. Stanford’s motion was unopposed as to several affirmative defenses raised by HP. The court ruled that those defenses were not available to HP or Agilent on Stanford’s trespass and nuisance claims. The opinion identifies the defenses as numbers 1, 13, 17–20, 23–26, 28–29, and 31–37.

2. Stanford’s motion on HP’s act-of-God defense to liability under the federal contamination statute, the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), was granted. HP did not oppose the motion, and the court found that HP had not identified a natural event that could have caused the contamination.

3. Stanford’s motion on HP’s CERCLA third-party defense involving Granger was granted. The court held that the defense was unavailable because HP had been assigned Granger’s sublease, which qualified as a contractual relationship under CERCLA. The court also found that HP had not provided evidence supporting the statutory exception for a purchaser that lacked knowledge of contamination and conducted the required inquiries and protective measures.

4. Stanford’s motion on HP’s statute-of-limitations defense was granted. CERCLA cost-recovery actions must be brought within three years after completion of a removal action. The court concluded that Stanford’s removal costs continued through at least 2017, so the limitations period had not begun before Stanford completed its removal action.

5. Stanford’s motion concerning the as-is clause in the 2004 Option and Purchase Agreement was granted. The court ruled that the clause applied only to Agilent, not HP. Because the agreement stated that it had no intended third-party beneficiaries and HP and Agilent had separated before Agilent entered the agreement with Stanford, HP could not invoke the agreement against Stanford.

6. Agilent’s summary judgment motion was denied as to its argument that the as-is clause barred Stanford’s CERCLA claims. The court held that the agreement’s standard language—requiring Stanford to purchase the property in its “AS IS” condition “WITH ALL FAULTS”—did not release Agilent from CERCLA liability.

7. HP’s motion to disqualify Stanford’s expert, Susan Gallardo, was denied. The court held that Gallardo’s prior consulting work for Stanford and knowledge of facts concerning the property did not make her unable to testify as an expert. The court stated that her relationship with Stanford could show bias, but that bias affected the weight of her testimony rather than whether it was admissible.

Rulings involving HP/Agilent and Nokia

1. HP’s motion for partial summary judgment on Nokia’s liability as Granger’s corporate successor was granted. Nokia admitted that it was responsible for Granger’s liability as Granger’s corporate successor.

2. Nokia’s motion for summary judgment based on the text of the acceptance of assignment of Granger’s sublease was denied. The court found that the language could be read as making HP responsible for obligations as the sublessee beginning May 1, 1970, but did not clearly show that HP assumed every claim arising from Granger’s earlier use of the property. At minimum, the court held, the agreement’s scope presented a factual dispute.

Warning about litigation conduct

The court criticized HP and Agilent for positions it described as ranging from “borderline frivolous” to “outright frivolous,” including the statute-of-limitations argument and the expert-disqualification motion. It also criticized the assertion of numerous boilerplate defenses. The court warned that further litigation conduct along those lines would result in sanctions. Counsel for HP and Agilent were ordered to read the warning to their clients and attest in the forthcoming case-management statement that they had done so.