In Re: Methyl Tertiary Butyl Ether ("MTBE") Products Liability Litigation

Filing 4583

JUDICIAL CONSENT ORDER AS TO GETTY PETROLEUM MARKETING, INC.; LUKOIL AMERICAS CORPORATION individually and as f/k/a, d/b/a and/or successor in liability to Getty Petroleum Marketing Inc., Lukoil North America LLC and/or Lukoil OilCompany; LUKOIL NORTH AMERICA LLC, individually and as f/k/a, d/b/a and/or successor in liability to Getty Petroleum Marketing, Inc., Lukoil Americas Corporation and/or OAO Lukoil; LUKOIL OIL COMPANY, a/k/a OAO Lukoil a/k/a Public Joint Stock Company Oil Company LUKOIL a/k/a/PJSC Oil Company Lukoil, individually and as f/k/a, d/b/a and/or successor in liability to GettyPetroleum Marketing Inc., Lukoil Americas Corporation and/or Lukoil North America LLC; LUKOIL PAN AMERICAS, LLC ONLY:THEREFORE, with the consent of the Parties to this JCO,it is hereby ORDERED and ADJUDGED: Within fourteen (14) Days after the effective date of this JCO, GPMI and/or the Lukoil Defendants shall pay, or cause to be paid on their behalf, the Plaintiffs Twenty Two Million Dollars ($22,000,000.00) in full and complete satisfaction of Plaintiffs' claims that are released or for which a covenant not to sue is provided in Section VI of the JCO. Nothing contained in this JCO shall be considered an admission by the Settling Defendants, or a finding by the Plaintiffs or this Court, of any wrongdoing or liability on the Settling Defendants' part. Within thirty days of the Plaintiffs' receipt of payment as set forth in Section V above, Plaintiffs shall request that the Court dismiss this Complaint as to GPMI and the Lukoil Defendants with prejudice pursuant to Fed. R. Civ. P. 41 (a) (2). The Parties to this JCO agree that it was negotiated fairly between them at arms' length and that the final terms of this JCO shall be deemed to have been jointly and equally drafted by them, and that the provisions of this JCO therefore should not be construed against a Party to it on the grounds that the Party drafted or was more responsible for drafting the provision(s) and further set forth in this Order. SO ORDERED. (Signed by Judge Vernon S. Broderick on 3/27/2020) (Attachments: # 1 Exhibit, # 2 Exhibit, # 3 Exhibit, # 4 Exhibit, # 5 Exhibit, # 6 Exhibit, # 7 Exhibit, # 8 Exhibit, # 9 Exhibit, # 10 Exhibit, # 11 Exhibit, # 12 Exhibit, # 13 Exhibit, # 14 Exhibit, # 15 Exhibit, # 16 Exhibit, # 17 Exhibit, # 18 Exhibit, # 19 Exhibit, # 20 Exhibit, # 21 Exhibit, # 22 Exhibit, # 23 Exhibit, # 24 Exhibit, # 25 Exhibit, # 26 Exhibit, # 27 Exhibit, # 28 Exhibit, # 29 Exhibit, # 30 Exhibit, # 31 Exhibit, # 32 Exhibit)Filed In Associated Cases: 1:00-cv-01898-VSB, 1:08-cv-00312-VSB-DCF (rro)

Case 1:08-cv-00312-VSB-DCF Document 593 Filed 02/27/20 Page 1 of 30

NEW
JERSEY
DEPARTMENT
OF
ENVIRONMENTAL PROTECTION; THE
COMMISSIONER
OF
THE
NEW
JERSEY
DEPARTMENT
OF
ENVIRONMENTAL PROTECTION; and
THE ADMINISTRATOR OF THE NEW
JERSEY
SPILL
COMPENSATION
FUND,

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
IN RE MTBE LITIGATION
MASTER FILE No. 1:00-1898
MDL No. 1358 (VSB)

Civil Action No. 08 Civ.
00312

Plaintiffs,

JUDICIAL CONSENT ORDER AS TO
GETTY PETROLEUM MARKETING,
INC.; LUKOIL AMERICAS
CORPORATION individually and
as f/k/a, d/b/a and/or
successor in liability to
Getty Petroleum Marketing
Inc., Lukoil North America
LLC and/or Lukoil Oil
Company; LUKOIL NORTH AMERICA
LLC, individually and as
f/k/a, d/b/a and/or successor
in liability to Getty
Petroleum Marketing, Inc.,
Lukoil Americas Corporation
and/or OAO Lukoil; LUKOIL OIL
COMPANY, a/k/a OAO Lukoil
a/k/a Public Joint Stock
Company Oil Company LUKOIL
a/k/a/PJSC Oil Company
Lukoil, individually and as
f/k/a, d/b/a and/or successor
in liability to Getty
Petroleum Marketing Inc.,
Lukoil Americas Corporation
and/or Lukoil North America
LLC; LUKOIL PAN AMERICAS, LLC
ONLY

V.
ATLANTIC
al.,

RICHFIELD

CO.,

et

Defendants.

This matter was

opened to the Court by Gurbir S.

Grewal,

Attorney General of New Jersey, Deputy Attorney General Gwen Farley
appearing, and Leonard Z. Kaufmann, Esq. of Cohn Lifland Pearlman
1

Case 1:08-cv-00312-VSB-DCF Document 593 Filed 02/27/20 Page 2 of 30

Herrmann & Knopf LLP, and Scott E. Kauff, Esq. of the Law Offices
of John K.
P. C.,

Dema,

P.C., and Michael Axline, Esq.

and Tyler Wren,

Counsel

to

plaintiffs
( "DEP"

Esq.

the

Attorney

New

Jersey

of Berger

General,

Department

or "Department'')

&

Montague

appearing,
of

of Miller Axline

as

P. C.,

Special

attorneys

Environmental

for

Protection

and the Commissioner of the New Jersey

Department of Environmental Protection ("Commissioner"), in their
named capacity,

as parens patriae, and as trustee of the natural

resources of New Jersey,

and the Administrator of the New Jersey

Spill Compensation Fund ("Administrator"), and Matthew G. Parisi,
Esq. of Bleakley Platt

&

Schmidt, LLP representing defendant GETTY

PETROLEUM MARKETING, INC.
Akin Gump Strauss Hauer
identified

in

the

("GPMI"); and Joseph L. Sorkin, Esq. of
Feld LLP representing defendants,

&

Fifth

Amended

Complaint,1

CORPORATION individually and as f/k/a,

LUKOIL

as

AMERICAS

d/b/a and/or successor in

liability to Getty Petroleum Marketing Inc., Lukoil North America
LLC

and/or

Lukoil

Oil

Company;

LUKOIL

NORTH

AMERICA

LLC,

individually and as f/k/a, d/b/a and/or successor in liability to
Getty

Petroleum

Marketing,

Inc.,

1

Lukoil

Americas

Corporation

The Parties agree that the entities represented by Akin Gump are
correctly identified as and this Judicial Consent Order is
intended to include LUKOIL AMERICAS CORPORATION ("LAC"); LUKOIL
NORTH AMERICA LLC ("LNA"); OAO LUKOIL ("OAO LUKOIL") n/k/a
PUBLIC JOINT STOCK COMPANY OIL COMPANY LUKOIL ("PJSC LUKOIL");
and LUKOIL PAN AMERICAS, LLC ("LPA'') (each of LAC, LNA, PJSC
LUKOIL and LPA referred to hereinafter collectively as "the
Lukoil Defendants").
2

Case 1:08-cv-00312-VSB-DCF Document 593 Filed 02/27/20 Page 3 of 30

and/ or

OAO Lukoil;

Public

Joint

LUKOIL OIL COMPANY,

Stock

Company

Oil

a/k/ a

Company

OAO

LUKOIL

Lukoil

a/k/ a

a/k/a/PJSC

Oil

Company Lukoil, individually and as f/k/a, d/b/a and/or successor
in liability to Getty Petroleum Marketing Inc.,

Lukoil Americas

Corporation

and

AMERICAS,

and/or

LLC,

Lukoil

North

America

LLC;

LUKOIL

PAN

and these Parties having amicably resolved their

dispute before trial:
I.
A.
28,

BACKGROUND

The Plaintiffs initiated this action on or around June
2007 by filing a

complaint against GPMI

and LAC and other

defendants in the Superior Court of the State of New Jersey, Mercer
County,

Docket MER-L-1622-07, pursuant to the Spill Compensation

and Control Act, N.J.S.A. 58:10-23.11 to -23.24 ("the Spill Act"),
the Water Pollution Control Act, N.J.S.A. 58:lOA-1 to -20, and the
common law. The matter was removed to the United States District
Court for the District of New Jersey,

and later assigned to the

multi-district litigation in the United States District Court for
the Southern District of New York,

MDL No.

1358

(VSB)

("Multi-

District Litigation"). There was a remand of nineteen trial sites
to the United States District Court for the District of New Jersey,
Civil Action No. : 15-64 68

( FLW) ( LHG) ;

the remainder of the case

continues in the Southern District of New York.

B.

The Plaintiffs filed amended complaints; the latest was

the Fifth Amended Complaint,

which included inter alia GPMI and
3

Case 1:08-cv-00312-VSB-DCF Document 593 Filed 02/27/20 Page 4 of 30

each of the Lukoil Defendants and was

filed September 28,

2018

(the "Complaint") .
Plaintiffs,

C.

in their Complaint,

seek past and future

damages they have incurred and will incur as a result of alleged
widespread contamination of the waters of New Jersey by MTBE.
Plaintiffs,

D.

in their Complaint,

seek past and future

costs they have incurred and will incur as a result of alleged
widespread contamination of the waters of New Jersey by MTBE.
Plaintiffs,

E.

in their Complaint,

seek injunctive relief

concerning the remediation of MTBE discharges.
Defendant GPMI was a Maryland corporation with its last

F.
principal
Meadow,

place

New

of

York.

business
GPMI

operations in March, 1997.
from 1997

was

at

1500

Hempstead

incorporated

in

Turnpike,
1996

and

East
began

During the relevant time period,

(when GPMI commenced business) until 2000,

( i)

GPMI was a

publicly-listed company on the New York Stock Exchange, and (ii)
from 2000 until 2011, GPMI was a subsidiary of LAC. GPMI filed for
bankruptcy in December, 2011 and has been fully liquidated. At all
times relevant herein, policies of insurance naming and insuring
GPMI were purchased, the appropriate premiums were paid and GPMI
was entitled to a defense and indemnity, if any, pursuant to the
terms,

conditions and limitations of certain of these insurance

policies for the claims brought in this action. Plaintiffs' claim
against

GPMI

was

already

released
4

during

the

GPMI

bankruptcy

Case 1:08-cv-00312-VSB-DCF Document 593 Filed 02/27/20 Page 5 of 30

proceedings.

claim

Plaintiffs'

against

GPMI

is

limited

to

recoverable insurance proceeds.
Defendant

G.

LAC

is

a

Delaware

corporation

principal place of business at 505 Fifth Avenue,

with

its

9th Floor, New

York, New York 11554. LAC is an indirect subsidiary of OAO LUKOIL.
The Complaint alleges that LAC was formerly known as, did business
as, and/or is the successor in liability to Defendants GPMI, LNA
and Lukoil Oil Company.
Defendant

H.

LNA

is

a

Delaware

corporation

principal place of business at 505 Fifth Avenue,

with

its

New York,

New

York 11554. LNA is a wholly-owned subsidiary of defendant LAC. The
Complaint alleges that LNA was formerly known as, did business as
and/or

is

the

successor

in liability to

GPMI,

LAC

and/or OAO

Lukoil.
Defendant OAO LUKOIL is a Public

I.

Joint Stock Company

domiciled in Russia. OAO LUKOIL is now known as PJSC LUKOIL. The
Complaint refers to OAO LUKOIL as Lukoil Oil Company.
Defendant LPA is a Delaware limited liability company

J.

with

its

principal

place

of

business

at

1095

Avenue

of

the

Americas, 3rd Floor, New York, New York 10036.

K.

GPMI and LAC filed responsive pleadings in which each

denied liability and asserted various defenses to the allegations
contained in the Complaint.

The other Lukoil Defendants would

have filed responsive pleadings in which each would have denied
5