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When the Laga defendants became defendants in the Tutu Wells action, the Claimants here, also defendants in Tutu Wells, commenced the third party complaints which form the basis for the Tutu Wells portion of the claims at issue here. §§ 9601-9615 (“CERCLA”) and the Resource Conservation and Recovery Act, 42 U. In June 1994, the Trustees of the Panex Trust filed the Petition for Instructions in the Court of Chancery. The third-party actions asserted claims for contribution and indemnity under the common law and for contribution and response costs under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U. They sought the “entry of an order approving the payment of a settlement of certain claims against the [Panex] Trust and instructions with respect to the Trustee's obligations to other claimants․”Meanwhile the Judge in Tutu Wells enjoined the Laga defendants (the Panex Trust had not yet been added as a defendant) from proceeding with their Chancery Court petition or from disbursing any Trust assets. (Western Auto), the Natural Resources Trustees for the United States Territory of the Virgin Islands, the Government of the Virgin Islands, in its capacity as Department of Education and Department of Planning and Natural Resources and the State of New York. (“Laga”), a Virgin Islands corporation that operated a textile manufacturing facility in Tutu, St. After the acquisition, the former owners of Laga, Andreas Gal (“Gal”) and Paul Lazare (“Lazare”), became officers of Duplan. CERCLA claims arose subsequent to that time, at the earliest on the date that CERCLA became effective, December 11, 1980. The Duplan Corporation (“Duplan”) was created under Delaware law in 1917. In 1976, Duplan petitioned for protection and reorganization under the Bankruptcy Act in the United States District Court for the Southern District of New York. The Bankruptcy Court did not address specifically the RCRA and common law claims against the beneficiaries. C., Haddonfield, New Jersey, for Claimants below-Appellees Esso Virgin Islands, Inc., and Esso Standard Oil Co. IThis factually complex dispute began in the Court of Chancery with the filing of a Petition for Instructions in June 1994. Lessner, Esquire (argued), Young Conaway Stargatt & Taylor, LLP, Wilmington, Delaware, for Claimants below-Appellees Texaco Inc., Texaco Caribbean Inc., and Vernon Morgan. Jameson, Esquire, Prickett Jones & Elliott, Wilmington, Delaware, and John K. As to both issues, we agree with the rulings of the Court of Chancery and, accordingly, affirm.

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By July 1987, the statute of limitations had run on Panex's 19 tax years. Thus, the stockholders of Panex (then over 300 in number) were the express beneficiaries of the Panex Trust. The Panex Trust stated its purpose: This Trust is established for the sole purpose of holding the Assets transferred to it by Panex on behalf of the Beneficiaries, enforcing the rights of the Beneficiaries thereto, collecting the income thereon, satisfying any and all liabilities of Panex which are not paid or otherwise discharged, distributing the Trust Property to the Beneficiaries, and taking such other action as is necessary to conserve and protect the Trust Property and to provide for the orderly liquidation of any and all of the Assets.3The duration of the Panex Trust was set at three years, subject to extension but not to exceed 12 years from the date of its creation. The second question is whether it was an abuse of discretion to replace on the grounds of conflict of interest, the trustees of the liquidating trust upon creation of a successor trust when the trustees, who had received a substantial portion of the million pre-dissolution distribution as well as a substantial portion of a subsequent .2 million post-dissolution distribution, had petitioned for instructions requesting termination of the trust which, if granted, would have denied a remedy to claimants, and avoided a possible recoupment action for the proceeds distributed.

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The liquidating trust was established to administer the assets of a corporation dissolved in 1985 against which a variety of environmental claims-not asserted until after dissolution-remained pending against the corporation, predecessor corporations, the liquidating trust, and the beneficiaries of the liquidating trust. WHEREAS, the following entities have filed with this court timely, valid and sufficient notices of claims against the Panex Trust: Esso Virgin Islands, Inc. and Vernon Morgan (collectively “Texaco”), the State of New York, Western Auto Supply Company (“Western Auto”) and the Natural Resources Trustees of the U. Territory of the Virgin Islands, and the Government of the Virgin Islands in its capacity as Department of Education and Department of Planning and Natural Resources (“Virgin Islands”)(together the “Petitioning Claimants”). * * * * * *WHEREAS, in addition to the Petitioning Claimants, the Trustees of the Panex Trust have requested permission to make payments to former Trustees Andreas Gal (“Gal”) and current trustee Paul Lazare (“Lazare”) for specific advances of funds made on behalf of the Panex Trust by Gal and Lazare (Petitioning Claimants, Gal and Lazare are hereafter collectively referred to as “Claimants”).31. Once aware of this potential liability, the Trustees postponed any further distributions and extended the life of the Panex Trust beyond its three-year term. The Proxy Statement for Panex's Liquidation Plan informed stockholders: It is possible that the entire amount which will be held in the Liquidating Trust to cover contingent and other liabilities of Panex will be used to discharge such liabilities ․ Moreover, although the Board of Directors believes that the amount of approximately million which will be deposited in the Liquidating Trust will be sufficient to cover any liabilities which may arise during or after the Liquidation Period, there can be no assurance that this will be the case.



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