Polaroid Corp. v. Rollins Environmental Services (Nj), Inc.

416 Mass. 684, 624 N.E.2d 959 (1993)

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Nature of the Case

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Facts

Polaroid (P) sought a determination that Rollins (D) was contractually obligated to indemnify P against liability for hazardous waste spills at a temporary storage facility. In 1976, P and D entered into an agreement for D to perform waste disposal services for P. P gave D a copy of its supplemental provisions and informed D that agreement to these conditions was a necessary and essential condition to any contract between the parties. D signed the supplemental provisions after some handwritten and initialed changes. Two of those paragraphs related to 'Precautions' and 'Indemnification.' Another company, Hooker, a predecessor to Occidental, entered into a similar arrangement with D wherein its indemnification clause was attached to its purchase orders, but D did the work but never returned the acknowledgments. During the course of business with Polaroid and Hooker, D stored waste materials at a Bridgeport tank farm until D's facility was able to process the waste. Several spills occurred at the Bridgeport facility, and the EPA notified Polaroid and Occidental that as waste generators they may have incurred liability for those spills. The New Jersey EPA had requested that responsible parties contribute $9,224,189 to the remediation efforts at Bridgeport. Polaroid paid a small portion, and Occidental paid nothing. Both parties requested that D defend them, but D refused. D argued that it rejected the indemnification clauses because it did not return the acknowledgment copy of the purchase agreements as requested. The trial court ruled in favor of P and D appealed. The trial judge concluded that P and Occidental had valid, binding, and enforceable indemnification contracts with D.