Trinity Industries, Inc. v. Ashland, Inc.

Trinity Industries, Inc. (“Trinity”) sued Ashland, Inc. and ATEC, Inc. (collectively “Ashland”) *fn1 for damages arising out of Ashland’s sale of its subsidiary, Beaird Industries, Inc. (“Beaird”), to Trinity. *fn2 Ashland asserted third-party claims against Beaird. A jury found against Trinity on its claims against Ashland and against Ashland on its claims against Beaird, and the trial court rendered judgment, which Trinity now appeals. We will affirm the judgment.

BACKGROUND

On January 12, 1990, Trinity entered into a Purchase and Sale Agreement (the “Agreement”) with Ashland whereby Trinity would purchase all of the outstanding stock of Beaird. Beaird’s industrial plant is located in Shreveport, Louisiana, where it manufactures steel vessels and other equipment. The Agreement required Ashland to perform an environmental audit on the Beaird facility. Ashland retained the environmental engineering firm of Dames & Moore to assess environmental conditions at the Beaird facility. Dames & Moore prepared a preliminary environmental assessment, dated January 22, 1990. The final version, entitled “Environmental Assessment,” was completed on February 8, 1990. In its environmental assessment, Dames & Moore identified two areas of possible environmental contamination on the property: a storm-water ditch and a soil-stained area. Trinity responded to the February 8 environmental assessment by sending Ashland a letter detailing twenty items that Trinity wished resolved before it would complete the Beaird purchase.