{"attribution":{"source":"legal.exploreworldai.com","canonical":"https://legal.exploreworldai.com/api/public/v1/judgment-text?id=us:kanctapp-127514-2026-05-01","cite_as":"NovaCopilot, legal.exploreworldai.com (https://legal.exploreworldai.com/api/public/v1/judgment-text?id=us:kanctapp-127514-2026-05-01)","license":"https://legal.exploreworldai.com/revision","version":"legal-2026-10-15","fingerprint":"ewai:us:5413c6","proof":"sha256:2dc126af7b83402b889f385e23638b499626ebff0c90b63cc82508b33ea943cf","jurisdiction":"us","lang":"en","publisher":"NovaCopilot by ExploreWorld Legal","terms":"https://legal.exploreworldai.com/om"},"brand_source":"Source: NovaCopilot","item":{"schema_version":"1.0.0","id":"us:kanctapp-127514-2026-05-01","jurisdiction":"us","lang":"en","brand_source":"Source: NovaCopilot","brand":{"product":"NovaCopilot","platform":"ExploreWorldAI","infrastructure":"ExploreWorld Legal","infrastructure_url":"legal.exploreworldai.com","legal_entity":"Valkiv Ventures AB","permanent_url":"https://legal.exploreworldai.com/novacopilot","source":"Source: NovaCopilot","powered_by":"Powered by NovaCopilot","license":"https://legal.exploreworldai.com/licensvillkor"},"sections":[{"title":"1","paragraphs":[]},{"title":"No. 127,514","paragraphs":[]},{"title":"IN THE COURT OF APPEALS OF THE STATE OF KANSAS","paragraphs":["para_4","para_5","para_6","para_7","para_8","para_9","para_10","para_11"]},{"title":"SYLLABUS BY THE COURT","paragraphs":["para_13"]},{"title":"Appellate courts exercise unlimited review over an agency's decision to grant","paragraphs":["para_15","para_16","para_17"]},{"title":"The general rule of liability for transfer of assets in Kansas is that where one","paragraphs":["para_19","para_20","para_21"]},{"title":"Kansas courts have recognized four equitable exceptions to the general rule of","paragraphs":["para_23","para_24","para_25"]},{"title":"2","paragraphs":["para_27","para_28","para_29"]},{"title":"The exceptions to the general rule of nonliability for asset transfers may apply","paragraphs":["para_31","para_32","para_33"]},{"title":"Summary judgment is not appropriate when there are disputed material facts in the","paragraphs":["para_35","para_36","para_37","para_38","para_39","para_40","para_41","para_42","para_43","para_44","para_45","para_46"]},{"title":"WARNER, C.J.: When the Kansas Department of Health and Environment (KDHE)","paragraphs":["para_48","para_49"]},{"title":"3","paragraphs":["para_51","para_52"]},{"title":"This question of successor liability—an equitable concept that seeks to ascertain","paragraphs":["para_54","para_55","para_56","para_57","para_58"]},{"title":"The assets of that division were then transferred to NCR Corporation, the parent company","paragraphs":["para_60","para_61"]},{"title":"An administrative law judge (or ALJ) reviewed this history and granted summary","paragraphs":["para_63","para_64"]},{"title":"Raytheon appeals, arguing the ALJ misinterpreted Kansas law on successor liability. It","paragraphs":["para_66","para_67","para_68"]},{"title":"We agree with Raytheon on both counts. Kansas law employs a practical approach","paragraphs":["para_70","para_71","para_72","para_73","para_74","para_75","para_76"]},{"title":"4","paragraphs":[]},{"title":"RADIOACTIVE CONTAMINATION AND CORPORATE RESHUFFLING","paragraphs":[]},{"title":"In 2017, KDHE issued a unilateral administrative order against both NCR and","paragraphs":[]},{"title":"Raytheon regarding the presence of volatile organic chemicals (VOCs) in the","paragraphs":["para_81"]},{"title":"Wichita (the Site). KDHE asserted in its order that a now-dissolved company named","paragraphs":[]},{"title":"Standard Precision, Inc., originally caused the contamination. The order identified both","paragraphs":[]},{"title":"NCR and Raytheon as parties responsible for the contamination—NCR as \"a successor to","paragraphs":[]},{"title":"Standard Precision\" and Raytheon from having \"assumed the liabilities of Standard","paragraphs":[]},{"title":"Precision\" through \"a series of surviving corporations.\"","paragraphs":["para_87"]},{"title":"Standard Precision was founded in 1948. The company had two primary","paragraphs":["para_89","para_90"]},{"title":"Inc. (ECI), acquired all the outstanding stock of Standard Precision—making Standard","paragraphs":[]},{"title":"Precision a wholly owned subsidiary of ECI. Then in 1965, ECI's board of directors","paragraphs":["para_93","para_94","para_95","para_96","para_97"]},{"title":"In 1962, Standard Precision entered into a lease agreement with Consolidated","paragraphs":[]},{"title":"Equipment Co., Inc. (CECO), the owner of the Site. Standard Precision's activities at the","paragraphs":[]},{"title":"Site consisted \"principally of the production of instruments and electro-mechanical","paragraphs":[]},{"title":"5","paragraphs":["para_102","para_103"]},{"title":"This overhaul consisted of, among other things, a practice of stripping radium","paragraphs":["para_105","para_106","para_107","para_108"]},{"title":"The stripping took place in a dedicated room, and Standard Precision would drain the","paragraphs":["para_110","para_111"]},{"title":"This practice continued, despite the name of the company and division changing","paragraphs":["para_113"]},{"title":"Standard Precision—now \"Standard Precision, a Division of [ECI]\"—reapplied for a","paragraphs":["para_115"]},{"title":"In 1969, KDHE completed another inspection and noted that \"the area formerly","paragraphs":["para_117","para_118","para_119","para_120","para_121","para_122","para_123","para_124","para_125"]},{"title":"6","paragraphs":["para_127"]},{"title":"In 1968, while Standard Precision was conducting its work at the Site, NCR began","paragraphs":["para_129","para_130","para_131","para_132","para_133"]},{"title":"New ECI)—to merge with ECI (or Old ECI) and become the surviving","paragraphs":["para_135","para_136","para_137","para_138","para_139","para_140","para_141"]},{"title":"Standard Precision Division at Wichita, Kansas\"—to NCR. The plan explained","paragraphs":["para_143","para_144","para_145","para_146"]},{"title":"By early January 1972, NCR had absorbed New ECI as a wholly owned subsidiary","paragraphs":["para_148"]},{"title":"Terminals Division Wichita plant.\" By the time NCR took over the Standard Precision","paragraphs":[]},{"title":"Division in 1972, at least two years had passed since the division had ceased its dial-","paragraphs":[]},{"title":"7","paragraphs":["para_152","para_153","para_154"]},{"title":"In 1976, NCR sold New ECI to E-Systems, Inc. E-Systems then merged with New","paragraphs":[]},{"title":"ECI, leaving E-Systems as the surviving corporation. During this merger, E-Systems","paragraphs":["para_157","para_158","para_159"]},{"title":"In 1995, E-Systems merged with a wholly owned subsidiary of Raytheon, making","paragraphs":["para_161","para_162"]},{"title":"KDHE'S INVESTIGATION AND ORDER","paragraphs":[]},{"title":"Beginning in the 1990s, KDHE conducted an environmental investigation that","paragraphs":["para_165","para_166","para_167","para_168","para_169","para_170","para_171","para_172"]},{"title":"8","paragraphs":["para_174","para_175","para_176","para_177","para_178","para_179"]},{"title":"Standard Precision and [NCR] because the majority of the interviewees worked for both","paragraphs":["para_181"]},{"title":"In December 2017, KDHE issued its order identifying radium and VOCs at the","paragraphs":[]},{"title":"Site. The order stated that there were \"extremely high concentrations\" of these chemicals","paragraphs":["para_184","para_185","para_186","para_187","para_188","para_189"]},{"title":"KDHE's order found that both NCR and Raytheon were responsible for the","paragraphs":["para_191","para_192","para_193"]},{"title":"ADMINISTRATIVE AND JUDICIAL REVIEW OF THE ORDER","paragraphs":["para_195","para_196"]},{"title":"9","paragraphs":["para_198"]},{"title":"While the administrative action was pending, Raytheon filed a lawsuit in federal","paragraphs":["para_200","para_201","para_202","para_203"]},{"title":"Following a motion to dismiss by the defendants, the federal district court issued","paragraphs":["para_205"]},{"title":"Oil Co., 319 U.S. 315, 63 S. Ct. 1098, 87 L. Ed. 1424 (1943), so our state could \"apply a","paragraphs":["para_207","para_208","para_209","para_210","para_211","para_212","para_213","para_214","para_215"]},{"title":"The federal court dismissed the case without prejudice, and the ALJ lifted the stay on the","paragraphs":["para_217"]},{"title":"10","paragraphs":["para_219"]},{"title":"KDHE, Raytheon, and NCR all participated in the administrative action before the","paragraphs":[]},{"title":"ALJ. Eventually, all three parties filed motions for summary judgment based on a set of","paragraphs":["para_222"]},{"title":"KDHE argued in its motion for summary judgment that either Raytheon or NCR","paragraphs":["para_224","para_225","para_226"]},{"title":"E-Systems to Raytheon. But it alternatively argued that if Raytheon was not liable for","paragraphs":["para_228","para_229"]},{"title":"Site for months before KDHE terminated the radioactive-materials license, and \"NCR","paragraphs":["para_231"]},{"title":"NCR argued that it was not liable for the acts of its subsidiary—New ECI—and","paragraphs":["para_233","para_234","para_235","para_236"]},{"title":"Systems to Raytheon. NCR also challenged KDHE's finding that NCR was independently","paragraphs":["para_238","para_239"]},{"title":"Raytheon argued that NCR, and not Raytheon, had assumed Standard Precision's","paragraphs":["para_241","para_242"]},{"title":"Standard Precision Division. Raytheon also argued that there was evidence showing NCR","paragraphs":[]},{"title":"11","paragraphs":["para_245","para_246","para_247","para_248"]},{"title":"Raytheon had not been a party to that settlement and had not received notice of the","paragraphs":["para_250"]},{"title":"The parties engaged in extensive briefing on these motions. Ultimately, the ALJ","paragraphs":["para_252","para_253","para_254","para_255"]},{"title":"1965, and New ECI became responsible for those liabilities when it merged with Old ECI","paragraphs":["para_257","para_258","para_259","para_260","para_261","para_262"]},{"title":"Precision Division] as a division of ECI.\"","paragraphs":[]},{"title":"The ALJ also found that there was no evidence to suggest that NCR was directly","paragraphs":["para_265","para_266","para_267","para_268"]},{"title":"12","paragraphs":["para_270"]},{"title":"Having received no recourse before the agency, Raytheon filed a petition for","paragraphs":["para_272"]},{"title":"Review Act (KJRA), K.S.A. 77-601 et seq. Raytheon argued that the ALJ's decision and","paragraphs":["para_274","para_275"]},{"title":"77-621(c)(4) (relief available when an agency erroneously interprets or applies the law);","paragraphs":[]},{"title":"K.S.A. 77-621(c)(8) (relief available when an agency action is unreasonable, arbitrary, or","paragraphs":["para_278"]},{"title":"The district court ultimately disagreed and denied the relief requested in","paragraphs":[]},{"title":"Raytheon's petition. In doing so, the court made three rulings that Raytheon now","paragraphs":["para_281"]},{"title":"First, the district court found that NCR was not the successor in liability to","paragraphs":[]},{"title":"Standard Precision because NCR had never merged with Old ECI (which owned the","paragraphs":[]},{"title":"Standard Precision Division). Instead, NCR created a new entity that would become its","paragraphs":["para_285","para_286"]},{"title":"Precision Division to NCR, it found that the purchase or transfer of a division was not","paragraphs":["para_288","para_289","para_290","para_291"]},{"title":"Second, the district court found that while NCR used solvents containing VOCs","paragraphs":["para_293","para_294"]},{"title":"13","paragraphs":["para_296","para_297","para_298"]},{"title":"Third, the district court found that Raytheon's challenges to the previous","paragraphs":["para_300","para_301"]},{"title":"Raytheon appeals, challenging each of these three rulings. We will discuss","paragraphs":["para_303"]},{"title":"DISCUSSION","paragraphs":["para_305","para_306","para_307","para_308","para_309","para_310"]},{"title":"464 P.3d 357 (2020), aff'd 313 Kan. 752, 490 P.3d 1216 (2021). The party asserting the","paragraphs":["para_312","para_313"]},{"title":"In its petition to the district court, Raytheon sought relief based on its allegation","paragraphs":["para_315","para_316","para_317","para_318","para_319"]},{"title":"14","paragraphs":[]},{"title":"Raytheon presented in the petition and argued to the district court. We need not resolve","paragraphs":["para_322","para_323","para_324"]},{"title":"The standards for summary judgment in our state are well established. A party","paragraphs":["para_326","para_327","para_328"]},{"title":"Nelson, 319 Kan. 266, 272-73, 554 P.3d 636 (2024). When ruling on a motion for","paragraphs":["para_330","para_331","para_332","para_333","para_334","para_335"]},{"title":"In the parties' briefing, Raytheon and NCR acknowledge that an agency's decision","paragraphs":["para_337","para_338","para_339"]},{"title":"It is true that our Kansas Supreme Court has recognized that agency rulings within","paragraphs":["para_341"]},{"title":"Comm'n, 313 Kan. 752, 763, 490 P.3d 1216 (2021). But courts do not defer to agencies'","paragraphs":["para_343"]},{"title":"(2017). And our court has long recognized that we review an agency's summary","paragraphs":["para_345"]},{"title":"App. 2d at 80-81. In other words, we assess \"whether, resolving all facts and reasonable","paragraphs":[]},{"title":"15","paragraphs":["para_348","para_349","para_350"]},{"title":"The ALJ's summary-judgment ruling concluded that there were two overarching","paragraphs":["para_352","para_353","para_354","para_355","para_356","para_357"]},{"title":"The ALJ found that Raytheon, and not NCR, assumed the liability for the","paragraphs":["para_359","para_360","para_361","para_362","para_363"]},{"title":"Standard Precision Division) but does not effect a complete merger of the two","paragraphs":["para_365","para_366","para_367"]},{"title":"Site in the 1970s raised a factual question about whether NCR was responsible for","paragraphs":["para_369"]},{"title":"16","paragraphs":["para_371","para_372","para_373"]},{"title":"After carefully reviewing the agency record and the parties' arguments, we agree","paragraphs":["para_375","para_376"]},{"title":"1. The agency erroneously interpreted the law when it found that successor liability","paragraphs":["para_378"]},{"title":"Raytheon's primary argument on appeal is that the ALJ erred as a matter of law in","paragraphs":["para_380","para_381","para_382","para_383"]},{"title":"Division when it acquired its assets—because both arguments hinged on the possibility","paragraphs":["para_385"]},{"title":"Kansas law did not recognize the potential for successor liability \"when a corporation","paragraphs":["para_387"]},{"title":"For more than a century, Kansas courts have found that when \"a new company","paragraphs":["para_389","para_390","para_391"]},{"title":"571 (1915). We describe this principle as a \"general rule of nonliability of a transferee","paragraphs":["para_393","para_394"]},{"title":"17","paragraphs":[]},{"title":"But this general rule of nonliability has never been absolute. For example, the","paragraphs":[]},{"title":"Kansas Supreme Court explained almost 90 years ago that the general rule assumes that","paragraphs":["para_398","para_399","para_400"]},{"title":"And the general rule \"cannot be applied when the negotiators for both corporations are","paragraphs":["para_402","para_403"]},{"title":"1.1. The Kansas Supreme Court's decision in Comstock shows that courts","paragraphs":["para_405"]},{"title":"More recent cases refer to the exceptions to nonliability as the Comstock","paragraphs":["para_407"]},{"title":"Comstock was injured when an automobile jack collapsed. The jack had been","paragraphs":["para_409","para_410","para_411"]},{"title":"Great Lakes Distributing. Great Lakes then leased some of the space Vulcan had","paragraphs":["para_413","para_414","para_415","para_416"]},{"title":"The Comstock court did not find these arguments persuasive. The court observed","paragraphs":["para_418","para_419","para_420","para_421"]},{"title":"18","paragraphs":["para_423","para_424","para_425","para_426","para_427","para_428","para_429","para_430","para_431","para_432","para_433","para_434","para_435","para_436","para_437","para_438"]},{"title":"209 Kan. at 311. Rather, the evidence showed that \"Great Lakes acquired the machinery","paragraphs":["para_440","para_441","para_442","para_443"]},{"title":"As in Comstock, the parties in the case before us recognize that these general","paragraphs":["para_445","para_446","para_447","para_448","para_449","para_450"]},{"title":"19","paragraphs":["para_452","para_453","para_454","para_455","para_456"]},{"title":"Kansas Supreme Court to consider whether that sale demonstrated a de facto merger with","paragraphs":[]},{"title":"Vulcan or mere continuation of Vulcan's business. Instead, the court would have merely","paragraphs":["para_459"]},{"title":"Comstock court engaged in a lengthy analysis of whether the transfer of equipment to","paragraphs":["para_461"]},{"title":"Nor do we find the absence of Kansas cases finding liability for the transfer of a","paragraphs":["para_463","para_464"]},{"title":"See Wells Fargo Vendor Financial Services v. Nationwide Learning, 56 Kan. App. 2d","paragraphs":[]},{"title":"259, 265, 429 P.3d 221 (2018). And Comstock recognized that previous Kansas cases had","paragraphs":["para_467","para_468","para_469","para_470"]},{"title":"376 (1918)—that we find instructive. Crozier was a garnishment action to collect funds","paragraphs":["para_472","para_473","para_474","para_475","para_476"]},{"title":"20","paragraphs":[]},{"title":"Michigan company's debts. 103 Kan. at 566. And that \"depend[ed] upon the relationship","paragraphs":["para_479"]},{"title":"The Crozier court ultimately found liability even though a third company had been","paragraphs":["para_481"]},{"title":"Kan. at 566-67. In doing so, the court found that the assets of the Michigan company","paragraphs":["para_483","para_484","para_485"]},{"title":"Wisconsin company held \"all, or nearly all, the assets of the old company,\" and \"it did","paragraphs":["para_487","para_488"]},{"title":"This approach is consistent with Kansas courts' flexible view of corporate","paragraphs":["para_490"]},{"title":"App. 2d at 266-67. As the Kansas Supreme Court observed in 1915, there has long been a","paragraphs":["para_492","para_493"]},{"title":"Spadra-Clarksville Coal, 93 Kan. at 653. This is because the \"application of the equitable","paragraphs":["para_495","para_496","para_497"]},{"title":"1.2. Other courts have recognized the need for a flexible analysis as","paragraphs":["para_499"]},{"title":"This flexible analysis of corporate structure is not unique to Kansas. Instead, a","paragraphs":["para_501","para_502"]},{"title":"21","paragraphs":["para_504"]},{"title":"Koch Materials Co. v. Shore Slurry Seal, Inc., 205 F. Supp. 2d 324, 337 (D.N.J. 2002);","paragraphs":[]},{"title":"Syenergy Methods, Inc. v. Kelly Energy Systems, 695 F. Supp. 1362, 1365 (D.R.I. 1988);","paragraphs":["para_507","para_508","para_509","para_510"]},{"title":"As a federal court in Rhode Island observed in Syenergy Methods, courts can \"[n]o","paragraphs":["para_512","para_513","para_514","para_515","para_516","para_517","para_518"]},{"title":"The New Jersey federal court in Koch Materials reached a similar conclusion","paragraphs":["para_520","para_521","para_522","para_523","para_524","para_525","para_526","para_527","para_528","para_529","para_530"]},{"title":"22","paragraphs":[]},{"title":"More recently, the California Court of Appeals was also faced with the question of","paragraphs":["para_533","para_534"]},{"title":"4th at 1326. In doing so, the court considered whether liability could follow when \"the","paragraphs":["para_536","para_537","para_538","para_539","para_540","para_541"]},{"title":"1.3. The Comstock exceptions can apply to the transfer of a corporation","paragraphs":["para_543"]},{"title":"The reasoning of these decisions is persuasive and consistent with Kansas courts'","paragraphs":["para_545","para_546","para_547"]},{"title":"Stage Lines Co., 143 Kan. 642, 646, 56 P.2d 71 (1936). But Kansas decisions are loath to","paragraphs":["para_549","para_550","para_551"]},{"title":"We conclude based on our review of Kansas caselaw, principles of equity, and the","paragraphs":["para_553","para_554","para_555","para_556"]},{"title":"23","paragraphs":[]},{"title":"But we provide a note of caution. The fact that Kansas courts have been less rigid","paragraphs":["para_559","para_560","para_561","para_562","para_563","para_564","para_565"]},{"title":"1.4. Factual questions remain that preclude summary judgment on the issue of","paragraphs":["para_567"]},{"title":"As we have noted, the ALJ determined that the Comstock exceptions to","paragraphs":["para_569","para_570"]},{"title":"Secretary and district court affirming the ALJ's order—was thus based on an erroneous","paragraphs":["para_572"]},{"title":"The parties urge us to take up that mantle for the first time on appeal and analyze","paragraphs":["para_574","para_575"]},{"title":"Successor liability is an equitable principle that involves the weighing of many","paragraphs":["para_577"]},{"title":"Comstock involves the weighing of factual and equitable considerations—a weighing","paragraphs":["para_579","para_580","para_581"]},{"title":"24","paragraphs":[]},{"title":"We reverse the earlier decisions in this case granting summary judgment against","paragraphs":[]},{"title":"Raytheon and remand the case to the ALJ to analyze which party is liable for Standard","paragraphs":[]},{"title":"Precision's previous contamination, based on the equitable principles discussed in","paragraphs":["para_586"]},{"title":"2. The agency erred in granting summary judgment in favor of NCR in light of a","paragraphs":["para_588"]},{"title":"Raytheon's appeal also challenges a second aspect of the ALJ's decision, asserting","paragraphs":["para_590","para_591","para_592"]},{"title":"Kansas courts have routinely held that summary judgment is inappropriate when","paragraphs":["para_594"]},{"title":"H.B. v. M.J., 315 Kan. 310, 313, 508 P.3d 368 (2022). Even if a tribunal may believe that","paragraphs":["para_596","para_597","para_598"]},{"title":"As an initial matter, KDHE argues that only NCR (and not Raytheon) was entitled","paragraphs":["para_600","para_601","para_602","para_603","para_604","para_605","para_606"]},{"title":"25","paragraphs":[]},{"title":"But KHDE's argument also highlights a confounding theme in this case—KDHE","paragraphs":["para_609","para_610","para_611","para_612","para_613"]},{"title":"Kan. App. 2d 557, Syl. ¶ 4, 121 P.3d 990 (2005). When the question on appeal is not","paragraphs":["para_615","para_616","para_617","para_618","para_619"]},{"title":"Indeed, as KDHE pointed out in the administrative order that gave rise to this","paragraphs":["para_621"]},{"title":"Most notably:","paragraphs":["para_623","para_624","para_625","para_626"]},{"title":"NCR used Chloroethene Nu (a solvent containing TCA—one of the VOCs found","paragraphs":["para_628","para_629","para_630","para_631"]},{"title":"26","paragraphs":[]},{"title":"Site, and that the drainage system at the Site was also connected to the","paragraphs":["para_634"]},{"title":"The ALJ's summary-judgment ruling found that the affidavit stating Chloroethene","paragraphs":[]},{"title":"Nu was used at the Site unpersuasive because it did not state the \"exact details of when","paragraphs":["para_637","para_638"]},{"title":"Precision [Division] and [NCR] because the majority of the interviewees worked for both","paragraphs":["para_640","para_641"]},{"title":"Raytheon argues that the agency deviated from the summary judgment standard by","paragraphs":["para_643","para_644","para_645","para_646"]},{"title":"NCR and KDHE essentially argue that the ALJ's decision to grant summary","paragraphs":["para_648","para_649","para_650","para_651","para_652"]},{"title":"Chloroethene Nu at the Site. Given this genuine dispute as to a material fact, the agency","paragraphs":["para_654","para_655"]},{"title":"Because we reverse the ALJ's ruling on summary judgment, we need not reach","paragraphs":[]},{"title":"Raytheon's challenges to KDHE's previous settlement with CECO and the effect that","paragraphs":[]},{"title":"27","paragraphs":["para_659","para_660","para_661"]},{"title":"We reverse the ALJ's summary-judgment order—as well as the Secretary's and","paragraphs":["para_663","para_664","para_665"]}],"paragraphs":[{"text":"1","paragraph_id":"para_1"},{"text":"No. 127,514","paragraph_id":"para_2"},{"text":"IN THE COURT OF APPEALS OF THE STATE OF KANSAS","paragraph_id":"para_3"},{"text":"NCR CORPORATION,","paragraph_id":"para_4"},{"text":"Appellee,","paragraph_id":"para_5"},{"text":"v.","paragraph_id":"para_6"},{"text":"RAYTHEON COMPANY,","paragraph_id":"para_7"},{"text":"Appellant,","paragraph_id":"para_8"},{"text":"v.","paragraph_id":"para_9"},{"text":"KANSAS DEPARTMENT OF HEALTH AND ENVIRONMENT,","paragraph_id":"para_10"},{"text":"Appellee.","paragraph_id":"para_11"},{"text":"SYLLABUS BY THE COURT","paragraph_id":"para_12"},{"text":"1.","paragraph_id":"para_13"},{"text":"Appellate courts exercise unlimited review over an agency's decision to grant","paragraph_id":"para_14"},{"text":"summary judgment, assessing whether there are any genuine issues of material fact to be","paragraph_id":"para_15"},{"text":"resolved and whether a party is entitled to judgment as a matter of law.","paragraph_id":"para_16"},{"text":"2.","paragraph_id":"para_17"},{"text":"The general rule of liability for transfer of assets in Kansas is that where one","paragraph_id":"para_18"},{"text":"corporation sells or otherwise transfers its assets to another corporation, the latter is not","paragraph_id":"para_19"},{"text":"liable for the debts and liabilities of the transferor.","paragraph_id":"para_20"},{"text":"3.","paragraph_id":"para_21"},{"text":"Kansas courts have recognized four equitable exceptions to the general rule of","paragraph_id":"para_22"},{"text":"nonliability for asset transfers. These exceptions may impose liability on a successor","paragraph_id":"para_23"},{"text":"company when (1) the purchaser expressly or impliedly agrees to assume the seller's","paragraph_id":"para_24"},{"text":"debts; (2) the transaction amounts to a consolidation or merger of the corporation; (3) the","paragraph_id":"para_25"},{"text":"2","paragraph_id":"para_26"},{"text":"purchaser is merely a continuation of the selling corporation; or (4) the transaction is","paragraph_id":"para_27"},{"text":"entered into fraudulently to escape liability for debts.","paragraph_id":"para_28"},{"text":"4.","paragraph_id":"para_29"},{"text":"The exceptions to the general rule of nonliability for asset transfers may apply","paragraph_id":"para_30"},{"text":"when a corporation transfers the assets of a single division, rather than the entire","paragraph_id":"para_31"},{"text":"corporation.","paragraph_id":"para_32"},{"text":"5.","paragraph_id":"para_33"},{"text":"Summary judgment is not appropriate when there are disputed material facts in the","paragraph_id":"para_34"},{"text":"case—even when a court or other tribunal believes, based on the weight of the evidence,","paragraph_id":"para_35"},{"text":"that a party will ultimately prevail on the merits.","paragraph_id":"para_36"},{"text":"Appeal from Shawnee District Court; THOMAS G. LUEDKE, judge. Oral argument held July 8,","paragraph_id":"para_37"},{"text":"2025. Opinion filed May 1, 2026. Reversed and remanded with directions.","paragraph_id":"para_38"},{"text":"Zach Chaffee-McClure, James F. Thompson, and Dalton R. Mott, of Shook, Hardy & Bacon LLP,","paragraph_id":"para_39"},{"text":"of Kansas City, Missouri, for appellant.","paragraph_id":"para_40"},{"text":"David E. Romine, pro hac vice, and Larry D. Silver, pro hac vice, of Langsam Stevens Silver &","paragraph_id":"para_41"},{"text":"Hollaender, LLP, of Philadelphia, Pennsylvania, and David M. Traster, of Foulston Siefkin LLP, of","paragraph_id":"para_42"},{"text":"Wichita, for appellee NCR Corporation.","paragraph_id":"para_43"},{"text":"John N. Truong and Daniel Volin, of Kansas Department of Health and Environment, for appellee","paragraph_id":"para_44"},{"text":"KDHE.","paragraph_id":"para_45"},{"text":"Before WARNER, C.J., BRUNS and BOLTON FLEMING, JJ.","paragraph_id":"para_46"},{"text":"WARNER, C.J.: When the Kansas Department of Health and Environment (KDHE)","paragraph_id":"para_47"},{"text":"discovers an environmental hazard requiring remediation, it may issue an administrative","paragraph_id":"para_48"},{"text":"order directing the entity that caused the contamination to rectify it. But sometimes the","paragraph_id":"para_49"},{"text":"3","paragraph_id":"para_50"},{"text":"agency discovers contamination decades later, and the entity responsible for the","paragraph_id":"para_51"},{"text":"contamination no longer exists. Who then bears the liability?","paragraph_id":"para_52"},{"text":"This question of successor liability—an equitable concept that seeks to ascertain","paragraph_id":"para_53"},{"text":"whether a corporation that merges with another company or purchases its assets should","paragraph_id":"para_54"},{"text":"also shoulder its legal liabilities—lies at the heart of this appeal. In the 1960s, a now-","paragraph_id":"para_55"},{"text":"defunct company named Standard Precision, Inc., engaged in practices that caused","paragraph_id":"para_56"},{"text":"radioactive contamination at a location in Wichita. Through a series of mergers and","paragraph_id":"para_57"},{"text":"corporate reorganizations, Standard Precision became a division of a different company.","paragraph_id":"para_58"},{"text":"The assets of that division were then transferred to NCR Corporation, the parent company","paragraph_id":"para_59"},{"text":"of the transferor. Raytheon Company later merged with the transferor, acquiring its","paragraph_id":"para_60"},{"text":"remaining assets (but not the Standard Precision business).","paragraph_id":"para_61"},{"text":"An administrative law judge (or ALJ) reviewed this history and granted summary","paragraph_id":"para_62"},{"text":"judgment for NCR and against Raytheon, concluding the transfer of the Standard","paragraph_id":"para_63"},{"text":"Precision division could not transfer liability for that division's previous practices.","paragraph_id":"para_64"},{"text":"Raytheon appeals, arguing the ALJ misinterpreted Kansas law on successor liability. It","paragraph_id":"para_65"},{"text":"also contends the ALJ erred in granting summary judgment in favor of NCR because the","paragraph_id":"para_66"},{"text":"agency had found that contaminated groundwater at the location contained the same type","paragraph_id":"para_67"},{"text":"of chemicals NCR had used in its work there, regardless of Standard Precision's actions.","paragraph_id":"para_68"},{"text":"We agree with Raytheon on both counts. Kansas law employs a practical approach","paragraph_id":"para_69"},{"text":"to successor liability—one that recognizes, in a world where corporations participate in","paragraph_id":"para_70"},{"text":"increasingly complex practices and pursue diversified interests, that the transfer of a","paragraph_id":"para_71"},{"text":"corporate division may also transfer the liability for that division's actions. The ALJ's","paragraph_id":"para_72"},{"text":"ruling did not recognize this flexibility and thus was based on a legal error that requires","paragraph_id":"para_73"},{"text":"reversal. And a genuine issue of material fact regarding the chemicals at the Wichita","paragraph_id":"para_74"},{"text":"location precluded summary judgment on NCR's independent liability for contamination.","paragraph_id":"para_75"},{"text":"We thus reverse the administrative ruling and remand the case for further proceedings.","paragraph_id":"para_76"},{"text":"4","paragraph_id":"para_77"},{"text":"RADIOACTIVE CONTAMINATION AND CORPORATE RESHUFFLING","paragraph_id":"para_78"},{"text":"In 2017, KDHE issued a unilateral administrative order against both NCR and","paragraph_id":"para_79"},{"text":"Raytheon regarding the presence of volatile organic chemicals (VOCs) in the","paragraph_id":"para_80"},{"text":"groundwater at an industrial facility located at 4105, 4125, and 4129 West Pawnee in","paragraph_id":"para_81"},{"text":"Wichita (the Site). KDHE asserted in its order that a now-dissolved company named","paragraph_id":"para_82"},{"text":"Standard Precision, Inc., originally caused the contamination. The order identified both","paragraph_id":"para_83"},{"text":"NCR and Raytheon as parties responsible for the contamination—NCR as \"a successor to","paragraph_id":"para_84"},{"text":"Standard Precision\" and Raytheon from having \"assumed the liabilities of Standard","paragraph_id":"para_85"},{"text":"Precision\" through \"a series of surviving corporations.\"","paragraph_id":"para_86"},{"text":"Operations lead to contamination at the Site.","paragraph_id":"para_87"},{"text":"Standard Precision was founded in 1948. The company had two primary","paragraph_id":"para_88"},{"text":"businesses—the sale and distribution of aviation supplies, parts, and hardware, and the","paragraph_id":"para_89"},{"text":"repair and remanufacture of aircraft instruments. In 1959, Electronic Communications,","paragraph_id":"para_90"},{"text":"Inc. (ECI), acquired all the outstanding stock of Standard Precision—making Standard","paragraph_id":"para_91"},{"text":"Precision a wholly owned subsidiary of ECI. Then in 1965, ECI's board of directors","paragraph_id":"para_92"},{"text":"voted to liquidate and dissolve Standard Precision and transfer all its assets to ECI. In this","paragraph_id":"para_93"},{"text":"vote, the board agreed that \"ECI shall assume payment of all liabilities and performance","paragraph_id":"para_94"},{"text":"of all obligations, if any, of Standard [Precision] of every description, whether absolute or","paragraph_id":"para_95"},{"text":"contingent.\" Following this transfer, ECI organized Standard Precision's assets in a","paragraph_id":"para_96"},{"text":"division within ECI's Standard Precision Division.","paragraph_id":"para_97"},{"text":"In 1962, Standard Precision entered into a lease agreement with Consolidated","paragraph_id":"para_98"},{"text":"Equipment Co., Inc. (CECO), the owner of the Site. Standard Precision's activities at the","paragraph_id":"para_99"},{"text":"Site consisted \"principally of the production of instruments and electro-mechanical","paragraph_id":"para_100"},{"text":"5","paragraph_id":"para_101"},{"text":"equipment for the aerospace and general aviation industries,\" including \"the overhaul of","paragraph_id":"para_102"},{"text":"aircraft instruments.\"","paragraph_id":"para_103"},{"text":"This overhaul consisted of, among other things, a practice of stripping radium","paragraph_id":"para_104"},{"text":"paint off radioluminescent airplane dials. Standard Precision applied for a radioactive-","paragraph_id":"para_105"},{"text":"materials license in 1965, after KDHE informed Standard Precision that there were","paragraph_id":"para_106"},{"text":"radioactive materials on the parts that it was stripping. Thus, Standard Precision was","paragraph_id":"para_107"},{"text":"already stripping the dials before it applied for the license—but it is unclear for how long.","paragraph_id":"para_108"},{"text":"The stripping took place in a dedicated room, and Standard Precision would drain the","paragraph_id":"para_109"},{"text":"solvent used to strip radium paint off the dials into an underground concrete sump tank","paragraph_id":"para_110"},{"text":"through a floor drain.","paragraph_id":"para_111"},{"text":"This practice continued, despite the name of the company and division changing","paragraph_id":"para_112"},{"text":"multiple times over the next several years. KDHE completed an inspection in 1966, and","paragraph_id":"para_113"},{"text":"Standard Precision—now \"Standard Precision, a Division of [ECI]\"—reapplied for a","paragraph_id":"para_114"},{"text":"radioactive-materials license in 1967. KDHE granted the license through 1970.","paragraph_id":"para_115"},{"text":"In 1969, KDHE completed another inspection and noted that \"the area formerly","paragraph_id":"para_116"},{"text":"called the stripping room has been remodeled and was now being prepared for use as a","paragraph_id":"para_117"},{"text":"storage area.\" As a part of the remodel, the floor drain was \"cement[ed] up.\" During the","paragraph_id":"para_118"},{"text":"following year's inspection, KDHE noted that the Standard Precision Division was \"no","paragraph_id":"para_119"},{"text":"longer involved with dial stripping or any other work using radioactive material.\" At that","paragraph_id":"para_120"},{"text":"point, the \"only inventory of radioactive material at present consist[ed] of [five] aircraft","paragraph_id":"para_121"},{"text":"instruments left over from past stripping operations.\" The Standard Precision Division","paragraph_id":"para_122"},{"text":"asked to renew its license, stating that there had \"been no change in our program at this","paragraph_id":"para_123"},{"text":"time and we do not anticipate any changes in the near future.\" KDHE renewed the license","paragraph_id":"para_124"},{"text":"for two more years.","paragraph_id":"para_125"},{"text":"6","paragraph_id":"para_126"},{"text":"ECI is acquired by NCR.","paragraph_id":"para_127"},{"text":"In 1968, while Standard Precision was conducting its work at the Site, NCR began","paragraph_id":"para_128"},{"text":"purchasing ECI's stock through a stock tender offer. By the end of 1971, NCR had","paragraph_id":"para_129"},{"text":"acquired approximately 99.8% of ECI's shares. In December 1971, NCR created a wholly","paragraph_id":"para_130"},{"text":"owned subsidiary to merge with ECI and become the surviving corporation. This merger","paragraph_id":"para_131"},{"text":"was executed using a three-step plan:","paragraph_id":"para_132"},{"text":"• First, NCR created a wholly owned subsidiary—ECI Merger Corp. (what we call","paragraph_id":"para_133"},{"text":"New ECI)—to merge with ECI (or Old ECI) and become the surviving","paragraph_id":"para_134"},{"text":"corporation.","paragraph_id":"para_135"},{"text":"• Second, all shares of Old ECI common stock held by NCR at the time of the","paragraph_id":"para_136"},{"text":"merger were canceled. NCR did not receive any payments for the former shares,","paragraph_id":"para_137"},{"text":"but the minority shareholders with the 0.2% of shares not held by NCR received","paragraph_id":"para_138"},{"text":"cash payments, leaving NCR as the sole shareholder of the surviving corporation.","paragraph_id":"para_139"},{"text":"• Third, New ECI issued a \"declaration and payment . . . of a dividend in kind","paragraph_id":"para_140"},{"text":"consisting of the Wichita assets\"—that is, \"the assets presently constituting ECI's","paragraph_id":"para_141"},{"text":"Standard Precision Division at Wichita, Kansas\"—to NCR. The plan explained","paragraph_id":"para_142"},{"text":"that because NCR, Old ECI, and New ECI \"are or will be all members of a","paragraph_id":"para_143"},{"text":"consolidating group for U.S. tax purposes, the conveyance of the Wichita assets by","paragraph_id":"para_144"},{"text":"the surviving corporation to NCR as its sole shareholder will constitute a non-","paragraph_id":"para_145"},{"text":"taxable transaction.\"","paragraph_id":"para_146"},{"text":"By early January 1972, NCR had absorbed New ECI as a wholly owned subsidiary","paragraph_id":"para_147"},{"text":"and taken control of the Standard Precision Division, renaming it the \"NCR Data","paragraph_id":"para_148"},{"text":"Terminals Division Wichita plant.\" By the time NCR took over the Standard Precision","paragraph_id":"para_149"},{"text":"Division in 1972, at least two years had passed since the division had ceased its dial-","paragraph_id":"para_150"},{"text":"7","paragraph_id":"para_151"},{"text":"stripping operation. In 1973, KDHE advised NCR that it was canceling the radioactive-","paragraph_id":"para_152"},{"text":"materials license.","paragraph_id":"para_153"},{"text":"NCR sells New ECI to E-Systems, which is then acquired by Raytheon.","paragraph_id":"para_154"},{"text":"In 1976, NCR sold New ECI to E-Systems, Inc. E-Systems then merged with New","paragraph_id":"para_155"},{"text":"ECI, leaving E-Systems as the surviving corporation. During this merger, E-Systems","paragraph_id":"para_156"},{"text":"agreed that \"all debts, liabilities, and duties of ECI shall thenceforth attach to the","paragraph_id":"para_157"},{"text":"Surviving Corporation and may be enforced against it to the same extent as if such debts,","paragraph_id":"para_158"},{"text":"liabilities, and duties had been incurred or contracted by it.\"","paragraph_id":"para_159"},{"text":"In 1995, E-Systems merged with a wholly owned subsidiary of Raytheon, making","paragraph_id":"para_160"},{"text":"it a subsidiary of Raytheon. E-Systems later changed its name to Raytheon E-Systems,","paragraph_id":"para_161"},{"text":"Inc. Raytheon E-Systems then merged with Raytheon a few years later.","paragraph_id":"para_162"},{"text":"KDHE'S INVESTIGATION AND ORDER","paragraph_id":"para_163"},{"text":"Beginning in the 1990s, KDHE conducted an environmental investigation that","paragraph_id":"para_164"},{"text":"identified radium and several VOCs in the groundwater at the Site. As part of that","paragraph_id":"para_165"},{"text":"investigation, KDHE requested information from NCR about the possible sources of the","paragraph_id":"para_166"},{"text":"groundwater contamination. An NCR employee provided an affidavit describing","paragraph_id":"para_167"},{"text":"interviews with former employees, stating:","paragraph_id":"para_168"},{"text":"• Up to a dozen barrels at a time were located along the south side of the building.","paragraph_id":"para_169"},{"text":"The interviewees either did not know or could not recall the barrels' contents.","paragraph_id":"para_170"},{"text":"• The interviewees identified several materials used at the site, including \"machine","paragraph_id":"para_171"},{"text":"shop cutting oils (water soluble and regular cutting oils); isopropyl alcohol;","paragraph_id":"para_172"},{"text":"8","paragraph_id":"para_173"},{"text":"[Naphtha]; Chlorthane Nu, used to clean parts on the production lines; and","paragraph_id":"para_174"},{"text":"possibly some lubricants for printer mechanisms.\"","paragraph_id":"para_175"},{"text":"• No one recalled any use of the sanitary or storm sewer system for the disposal of","paragraph_id":"para_176"},{"text":"any materials, nor did they recall any underground or above ground storage tanks","paragraph_id":"para_177"},{"text":"at the facility.","paragraph_id":"para_178"},{"text":"The affidavit noted that \" [i]t was difficult to make distinction between the operations of","paragraph_id":"para_179"},{"text":"Standard Precision and [NCR] because the majority of the interviewees worked for both","paragraph_id":"para_180"},{"text":"entities.\"","paragraph_id":"para_181"},{"text":"In December 2017, KDHE issued its order identifying radium and VOCs at the","paragraph_id":"para_182"},{"text":"Site. The order stated that there were \"extremely high concentrations\" of these chemicals","paragraph_id":"para_183"},{"text":"near \"an abandoned sump\" as \"a source of the groundwater contamination.\" It also","paragraph_id":"para_184"},{"text":"indicated that the United States Environmental Protection Agency (EPA) completed a","paragraph_id":"para_185"},{"text":"removal action of radium-contaminated soil around the former sump in 2012. At that","paragraph_id":"para_186"},{"text":"time, the EPA reported to KDHE that \"the soil around the inside sump exhibited a strong","paragraph_id":"para_187"},{"text":"solvent odor and field screening detected high levels of VOCs in the soil.\" But the EPA","paragraph_id":"para_188"},{"text":"only addressed the presence of radium—not solvents—during the excavations.","paragraph_id":"para_189"},{"text":"KDHE's order found that both NCR and Raytheon were responsible for the","paragraph_id":"para_190"},{"text":"contamination—NCR as \"a successor to Standard Precision, Inc.\" and Raytheon from","paragraph_id":"para_191"},{"text":"having \"assumed the liabilities of Standard Precision, Inc.\" through \"a series of surviving","paragraph_id":"para_192"},{"text":"corporations.\" KDHE thus ordered NCR and Raytheon to remediate the Site.","paragraph_id":"para_193"},{"text":"ADMINISTRATIVE AND JUDICIAL REVIEW OF THE ORDER","paragraph_id":"para_194"},{"text":"NCR and Raytheon each requested an administrative hearing on the KDHE order,","paragraph_id":"para_195"},{"text":"and the matter was assigned to an ALJ.","paragraph_id":"para_196"},{"text":"9","paragraph_id":"para_197"},{"text":"A federal lawsuit is dismissed on abstention grounds.","paragraph_id":"para_198"},{"text":"While the administrative action was pending, Raytheon filed a lawsuit in federal","paragraph_id":"para_199"},{"text":"court against NCR, CECO (the owner of the Site), and a trust associated with CECO's","paragraph_id":"para_200"},{"text":"owner to determine who was responsible for the contamination identified in KDHE's","paragraph_id":"para_201"},{"text":"order. The ALJ agreed to stay the administrative proceedings pending resolution of the","paragraph_id":"para_202"},{"text":"federal lawsuit.","paragraph_id":"para_203"},{"text":"Following a motion to dismiss by the defendants, the federal district court issued","paragraph_id":"para_204"},{"text":"an order abstaining from hearing the case based on principles outlined in Burford v. Sun","paragraph_id":"para_205"},{"text":"Oil Co., 319 U.S. 315, 63 S. Ct. 1098, 87 L. Ed. 1424 (1943), so our state could \"apply a","paragraph_id":"para_206"},{"text":"coherent policy with respect to environmental hazards that are of substantial public","paragraph_id":"para_207"},{"text":"concern.\" The order also made two findings relevant to the current appeal:","paragraph_id":"para_208"},{"text":"• The order stated that from 1954 through 1962 and 1977 through present, \"CECO","paragraph_id":"para_209"},{"text":"and the Trust and their predecessors conducted heavy tool and die manufacturing","paragraph_id":"para_210"},{"text":"at the Site. This also caused contamination of the Site.\"","paragraph_id":"para_211"},{"text":"• In 2006, \"KDHE reached a settlement with CECO and the Trust, resolving","paragraph_id":"para_212"},{"text":"liability relating to the Site for those entities.\" Through this settlement, KDHE","paragraph_id":"para_213"},{"text":"agreed not to take any action against CECO and to protect CECO against","paragraph_id":"para_214"},{"text":"contribution claims from any other persons responsible for the contamination.","paragraph_id":"para_215"},{"text":"The federal court dismissed the case without prejudice, and the ALJ lifted the stay on the","paragraph_id":"para_216"},{"text":"administrative challenge to KDHE's order.","paragraph_id":"para_217"},{"text":"10","paragraph_id":"para_218"},{"text":"The ALJ grants summary judgment against Raytheon.","paragraph_id":"para_219"},{"text":"KDHE, Raytheon, and NCR all participated in the administrative action before the","paragraph_id":"para_220"},{"text":"ALJ. Eventually, all three parties filed motions for summary judgment based on a set of","paragraph_id":"para_221"},{"text":"agreed-upon exhibits.","paragraph_id":"para_222"},{"text":"KDHE argued in its motion for summary judgment that either Raytheon or NCR","paragraph_id":"para_223"},{"text":"was responsible for Standard Precision's contamination activities. KDHE primarily","paragraph_id":"para_224"},{"text":"argued that Raytheon was a successor to liability for Standard Precision and Old ECI's","paragraph_id":"para_225"},{"text":"contamination of the Site through the series of mergers from New ECI to E-Systems and","paragraph_id":"para_226"},{"text":"E-Systems to Raytheon. But it alternatively argued that if Raytheon was not liable for","paragraph_id":"para_227"},{"text":"that contamination, NCR was the responsible party. KDHE also asserted that NCR was","paragraph_id":"para_228"},{"text":"directly responsible for some of the contamination at the Site because it had operated the","paragraph_id":"para_229"},{"text":"Site for months before KDHE terminated the radioactive-materials license, and \"NCR","paragraph_id":"para_230"},{"text":"had some radioactive material\" and \"itself used solvents in its operations\" at the Site.","paragraph_id":"para_231"},{"text":"NCR argued that it was not liable for the acts of its subsidiary—New ECI—and","paragraph_id":"para_232"},{"text":"that the dividend making up some, but not all, of the Standard Precision Division's assets","paragraph_id":"para_233"},{"text":"did not transfer ECI's liability for Standard Precision's actions to NCR. Instead, NCR","paragraph_id":"para_234"},{"text":"asserted that Raytheon had assumed liability for Standard Precision's contaminating","paragraph_id":"para_235"},{"text":"practices, arguing that this liability passed from ECI to E-Systems to Raytheon E-","paragraph_id":"para_236"},{"text":"Systems to Raytheon. NCR also challenged KDHE's finding that NCR was independently","paragraph_id":"para_237"},{"text":"liable for some of the contamination at the Site, arguing that it never used the radioactive-","paragraph_id":"para_238"},{"text":"materials license and that all radium stripping ceased before NCR acquired stock in ECI.","paragraph_id":"para_239"},{"text":"Raytheon argued that NCR, and not Raytheon, had assumed Standard Precision's","paragraph_id":"para_240"},{"text":"business and liabilities. Raytheon argued that through a plan of consolidation and","paragraph_id":"para_241"},{"text":"reorganization, NCR acquired the entire business—not merely the assets—of Old ECI's","paragraph_id":"para_242"},{"text":"Standard Precision Division. Raytheon also argued that there was evidence showing NCR","paragraph_id":"para_243"},{"text":"11","paragraph_id":"para_244"},{"text":"was independently responsible for the contamination, given its work with solvents","paragraph_id":"para_245"},{"text":"containing VOCs after it began working at the Site in the 1970s. Finally, although it did","paragraph_id":"para_246"},{"text":"not seek summary judgment on this issue, Raytheon questioned whether the previous","paragraph_id":"para_247"},{"text":"settlement agreement between KDHE and CECO was enforceable against it, when","paragraph_id":"para_248"},{"text":"Raytheon had not been a party to that settlement and had not received notice of the","paragraph_id":"para_249"},{"text":"settlement when it was reached.","paragraph_id":"para_250"},{"text":"The parties engaged in extensive briefing on these motions. Ultimately, the ALJ","paragraph_id":"para_251"},{"text":"found that Raytheon—not NCR—was the successor in liability to Standard Precision and","paragraph_id":"para_252"},{"text":"granted judgment against Raytheon and in favor of NCR on all issues. To reach this","paragraph_id":"para_253"},{"text":"conclusion, the ALJ found that Standard Precision's liabilities were assumed by Old ECI","paragraph_id":"para_254"},{"text":"when it dissolved Standard Precision and created the Standard Precision Division in","paragraph_id":"para_255"},{"text":"1965, and New ECI became responsible for those liabilities when it merged with Old ECI","paragraph_id":"para_256"},{"text":"in 1971. But the ALJ concluded that because New ECI remained a wholly owned","paragraph_id":"para_257"},{"text":"subsidiary of NCR, NCR never became responsible for its liabilities. Instead, those","paragraph_id":"para_258"},{"text":"liabilities transferred to E-Systems (and ultimately then to Raytheon) when it later","paragraph_id":"para_259"},{"text":"merged with New ECI. The ALJ thus found that \"NCR managed to acquire the assets of","paragraph_id":"para_260"},{"text":"[the Standard Precision Division] from ECI without also being saddled with the","paragraph_id":"para_261"},{"text":"liabilities, which would include liabilities for any contamination caused by [the Standard","paragraph_id":"para_262"},{"text":"Precision Division] as a division of ECI.\"","paragraph_id":"para_263"},{"text":"The ALJ also found that there was no evidence to suggest that NCR was directly","paragraph_id":"para_264"},{"text":"responsible for any of the contamination at the Site, pointing out that the sump tank was","paragraph_id":"para_265"},{"text":"the source of that contamination and noting that the drain to the sump tank was cemented","paragraph_id":"para_266"},{"text":"over before NCR took over the Site.","paragraph_id":"para_267"},{"text":"The Secretary of KDHE issued a final order affirming the ALJ's decision.","paragraph_id":"para_268"},{"text":"12","paragraph_id":"para_269"},{"text":"The district court affirms the agency action.","paragraph_id":"para_270"},{"text":"Having received no recourse before the agency, Raytheon filed a petition for","paragraph_id":"para_271"},{"text":"judicial review of these administrative actions in district court under the Kansas Judicial","paragraph_id":"para_272"},{"text":"Review Act (KJRA), K.S.A. 77-601 et seq. Raytheon argued that the ALJ's decision and","paragraph_id":"para_273"},{"text":"final agency action erred in applying Kansas law on successor liability and improperly","paragraph_id":"para_274"},{"text":"issued rulings on summary judgment when there were disputed issues of fact. See K.S.A.","paragraph_id":"para_275"},{"text":"77-621(c)(4) (relief available when an agency erroneously interprets or applies the law);","paragraph_id":"para_276"},{"text":"K.S.A. 77-621(c)(8) (relief available when an agency action is unreasonable, arbitrary, or","paragraph_id":"para_277"},{"text":"capricious).","paragraph_id":"para_278"},{"text":"The district court ultimately disagreed and denied the relief requested in","paragraph_id":"para_279"},{"text":"Raytheon's petition. In doing so, the court made three rulings that Raytheon now","paragraph_id":"para_280"},{"text":"challenges on appeal.","paragraph_id":"para_281"},{"text":"First, the district court found that NCR was not the successor in liability to","paragraph_id":"para_282"},{"text":"Standard Precision because NCR had never merged with Old ECI (which owned the","paragraph_id":"para_283"},{"text":"Standard Precision Division). Instead, NCR created a new entity that would become its","paragraph_id":"para_284"},{"text":"wholly owned subsidiary (New ECI), and that new entity merged with Old ECI. While","paragraph_id":"para_285"},{"text":"the court acknowledged that New ECI later transferred all the assets of the Standard","paragraph_id":"para_286"},{"text":"Precision Division to NCR, it found that the purchase or transfer of a division was not","paragraph_id":"para_287"},{"text":"sufficient to transfer liability for that division under Kansas law. The court thus ruled that","paragraph_id":"para_288"},{"text":"even though NCR had acquired all of Standard Precision's assets, Standard Precision's","paragraph_id":"para_289"},{"text":"liabilities remained with New ECI and its corporate successors through the mergers to","paragraph_id":"para_290"},{"text":"E-Systems and Raytheon.","paragraph_id":"para_291"},{"text":"Second, the district court found that while NCR used solvents containing VOCs","paragraph_id":"para_292"},{"text":"after its acquisition of New ECI in the early 1970s, the environmental contamination","paragraph_id":"para_293"},{"text":"identified by KDHE was \"only associated with the sump\" at the Site. And the sump had","paragraph_id":"para_294"},{"text":"13","paragraph_id":"para_295"},{"text":"been sealed with concrete before NCR began any activity. The court thus found that there","paragraph_id":"para_296"},{"text":"was \"no evidence\" before the agency proving that NCR was independently responsible","paragraph_id":"para_297"},{"text":"for the contamination.","paragraph_id":"para_298"},{"text":"Third, the district court found that Raytheon's challenges to the previous","paragraph_id":"para_299"},{"text":"settlement between KDHE and CECO were not properly before the court, as those issues","paragraph_id":"para_300"},{"text":"had not been resolved by the agency in its order.","paragraph_id":"para_301"},{"text":"Raytheon appeals, challenging each of these three rulings. We will discuss","paragraph_id":"para_302"},{"text":"portions of the ruling in greater detail as they become relevant in this opinion.","paragraph_id":"para_303"},{"text":"DISCUSSION","paragraph_id":"para_304"},{"text":"The KJRA defines the scope of judicial review of agency actions in our state.","paragraph_id":"para_305"},{"text":"K.S.A. 77-603(a). A district court reviewing an agency decision may grant relief only if it","paragraph_id":"para_306"},{"text":"determines one of the errors listed in K.S.A. 77-621(c) has occurred. In an appeal from an","paragraph_id":"para_307"},{"text":"administrative decision under the KJRA, this court exercises \"'the same statutorily limited","paragraph_id":"para_308"},{"text":"review of the agency action as' the district court, deciding the case 'as though the appeal","paragraph_id":"para_309"},{"text":"had been made directly to the appellate court.'\" Hanson v. KCC, 58 Kan. App. 2d 82, 91,","paragraph_id":"para_310"},{"text":"464 P.3d 357 (2020), aff'd 313 Kan. 752, 490 P.3d 1216 (2021). The party asserting the","paragraph_id":"para_311"},{"text":"invalidity of the agency's action bears the burden of proving the action was invalid.","paragraph_id":"para_312"},{"text":"K.S.A. 77-621(a)(1).","paragraph_id":"para_313"},{"text":"In its petition to the district court, Raytheon sought relief based on its allegation","paragraph_id":"para_314"},{"text":"that the ALJ (and Secretary of KDHE) had committed legal errors, K.S.A. 77-621(c)(4),","paragraph_id":"para_315"},{"text":"or had otherwise acted unreasonably, arbitrarily, or capriciously, K.S.A. 77-621(c)(8). In","paragraph_id":"para_316"},{"text":"its appeal to this court, Raytheon's arguments have expanded somewhat, now asserting","paragraph_id":"para_317"},{"text":"additional bases for relief in K.S.A. 77-621(c)(1), (c)(5), and (c)(7). NCR and KDHE","paragraph_id":"para_318"},{"text":"challenge this expansion, claiming our review is limited to the original legal bases","paragraph_id":"para_319"},{"text":"14","paragraph_id":"para_320"},{"text":"Raytheon presented in the petition and argued to the district court. We need not resolve","paragraph_id":"para_321"},{"text":"this preservation matter, however, because the issues before us—which concern the","paragraph_id":"para_322"},{"text":"agency's summary judgment rulings—present questions of law that may be reviewed","paragraph_id":"para_323"},{"text":"under K.S.A. 77-621(c)(4).","paragraph_id":"para_324"},{"text":"The standards for summary judgment in our state are well established. A party","paragraph_id":"para_325"},{"text":"seeking summary judgment must show there are no disputed questions of material fact—","paragraph_id":"para_326"},{"text":"meaning that there is nothing the factfinder could decide that would change the outcome","paragraph_id":"para_327"},{"text":"of the case—and that the movant is entitled to judgment as a matter of law. Ross v.","paragraph_id":"para_328"},{"text":"Nelson, 319 Kan. 266, 272-73, 554 P.3d 636 (2024). When ruling on a motion for","paragraph_id":"para_329"},{"text":"summary judgment, the court must view the evidence in the light most favorable to the","paragraph_id":"para_330"},{"text":"nonmoving party, giving that party the benefit of every reasonable inference drawn from","paragraph_id":"para_331"},{"text":"the evidence. 319 Kan. at 272-73. Because summary judgment is only appropriate when","paragraph_id":"para_332"},{"text":"there are no material factual questions remaining to be resolved, appellate courts apply","paragraph_id":"para_333"},{"text":"these same standards during our review, giving no deference to the earlier ruling. 319","paragraph_id":"para_334"},{"text":"Kan. at 273; Sheldon v. KPERS, 40 Kan. App. 2d 75, 80, 189 P.3d 554 (2008).","paragraph_id":"para_335"},{"text":"In the parties' briefing, Raytheon and NCR acknowledge that an agency's decision","paragraph_id":"para_336"},{"text":"to grant summary judgment is subject to unlimited review by an appellate court. KDHE","paragraph_id":"para_337"},{"text":"asserts that the agency's ruling should be given more deference, given the agency's","paragraph_id":"para_338"},{"text":"expertise in the area of environmental contamination.","paragraph_id":"para_339"},{"text":"It is true that our Kansas Supreme Court has recognized that agency rulings within","paragraph_id":"para_340"},{"text":"an agency's area of expertise are \"'entitled to some deference.'\" Hanson v. Kansas Corp.","paragraph_id":"para_341"},{"text":"Comm'n, 313 Kan. 752, 763, 490 P.3d 1216 (2021). But courts do not defer to agencies'","paragraph_id":"para_342"},{"text":"interpretation of the law. See Landrum v. Goering, 306 Kan. 867, 875, 397 P.3d 1181","paragraph_id":"para_343"},{"text":"(2017). And our court has long recognized that we review an agency's summary","paragraph_id":"para_344"},{"text":"judgment using the same standards applicable to district courts. See Sheldon, 40 Kan.","paragraph_id":"para_345"},{"text":"App. 2d at 80-81. In other words, we assess \"whether, resolving all facts and reasonable","paragraph_id":"para_346"},{"text":"15","paragraph_id":"para_347"},{"text":"inference from the facts in favor of the nonmoving party, there exists a genuine issue of","paragraph_id":"para_348"},{"text":"material fact and whether the party who prevailed before the agency was entitled to","paragraph_id":"para_349"},{"text":"judgment as a matter of law.\" 40 Kan. App. 2d at 81.","paragraph_id":"para_350"},{"text":"The ALJ's summary-judgment ruling concluded that there were two overarching","paragraph_id":"para_351"},{"text":"legal questions in this case: whether the Site was contaminated and, if so, which entity or","paragraph_id":"para_352"},{"text":"entities were legally liable for that contamination. No one challenges the ALJ's findings","paragraph_id":"para_353"},{"text":"on the first question—that KDHE's order correctly concluded that the Site was","paragraph_id":"para_354"},{"text":"contaminated with radium and VOCs, and thus remediation of the Site is necessary to","paragraph_id":"para_355"},{"text":"protect Kansans' health and the environment. Instead, the issues in this appeal concern the","paragraph_id":"para_356"},{"text":"second question—who must pay for that remediation?","paragraph_id":"para_357"},{"text":"The ALJ found that Raytheon, and not NCR, assumed the liability for the","paragraph_id":"para_358"},{"text":"contamination from Standard Precision's radium-stripping activities. Raytheon argues","paragraph_id":"para_359"},{"text":"that this ruling was based on three legal errors that require reversal.","paragraph_id":"para_360"},{"text":"• Raytheon asserts that the agency's ruling incorrectly found that Kansas law did not","paragraph_id":"para_361"},{"text":"recognize the possibility of successor liability when a corporation acquires a","paragraph_id":"para_362"},{"text":"division of another company (as Raytheon asserts NCR did here with the previous","paragraph_id":"para_363"},{"text":"Standard Precision Division) but does not effect a complete merger of the two","paragraph_id":"para_364"},{"text":"entities.","paragraph_id":"para_365"},{"text":"• Raytheon claims that the existence of the same VOCs in the groundwater that","paragraph_id":"para_366"},{"text":"were also in the solvents NCR independently used after it began its work at the","paragraph_id":"para_367"},{"text":"Site in the 1970s raised a factual question about whether NCR was responsible for","paragraph_id":"para_368"},{"text":"some portion of that contamination, rendering summary judgment inappropriate.","paragraph_id":"para_369"},{"text":"16","paragraph_id":"para_370"},{"text":"• Independent from its claims regarding NCR, Raytheon asserts that it should not be","paragraph_id":"para_371"},{"text":"precluded from arguing that CECO is also responsible for any contamination at the","paragraph_id":"para_372"},{"text":"Site and is not bound by KDHE's previous settlement with the Site owner.","paragraph_id":"para_373"},{"text":"After carefully reviewing the agency record and the parties' arguments, we agree","paragraph_id":"para_374"},{"text":"with Raytheon that summary judgment was premature for the first two of these reasons.","paragraph_id":"para_375"},{"text":"We decline to consider Raytheon's third argument.","paragraph_id":"para_376"},{"text":"1. The agency erroneously interpreted the law when it found that successor liability","paragraph_id":"para_377"},{"text":"can never follow the acquisition of a corporate division.","paragraph_id":"para_378"},{"text":"Raytheon's primary argument on appeal is that the ALJ erred as a matter of law in","paragraph_id":"para_379"},{"text":"granting summary judgment in favor of NCR and against Raytheon. The ALJ reached","paragraph_id":"para_380"},{"text":"this decision after rejecting Raytheon's arguments concerning NCR's potential liability—","paragraph_id":"para_381"},{"text":"based on a claim that NCR's acquisition of ECI as a wholly owned subsidiary was a de","paragraph_id":"para_382"},{"text":"facto merger and that NCR continued the operation of the previous Standard Precision","paragraph_id":"para_383"},{"text":"Division when it acquired its assets—because both arguments hinged on the possibility","paragraph_id":"para_384"},{"text":"that something less than a complete merger can transfer liability. The ALJ found that","paragraph_id":"para_385"},{"text":"Kansas law did not recognize the potential for successor liability \"when a corporation","paragraph_id":"para_386"},{"text":"gives away assets of a single division rather than the entire corporation.\" We disagree.","paragraph_id":"para_387"},{"text":"For more than a century, Kansas courts have found that when \"a new company","paragraph_id":"para_388"},{"text":"actually purchases [assets] from an old one, . . . there is no liability for the debts of the","paragraph_id":"para_389"},{"text":"old, unless the new company assumes them as part of the consideration\" of the","paragraph_id":"para_390"},{"text":"transaction. Spadra-Clarksville Coal Co. v. Kansas Zinc Co., 93 Kan. 638, 647, 145 P.","paragraph_id":"para_391"},{"text":"571 (1915). We describe this principle as a \"general rule of nonliability of a transferee","paragraph_id":"para_392"},{"text":"corporation for the prior debts of the transferor.\" Comstock v. Great Lakes Distributing","paragraph_id":"para_393"},{"text":"Co., 209 Kan. 306, 310, 496 P.2d 1308 (1972).","paragraph_id":"para_394"},{"text":"17","paragraph_id":"para_395"},{"text":"But this general rule of nonliability has never been absolute. For example, the","paragraph_id":"para_396"},{"text":"Kansas Supreme Court explained almost 90 years ago that the general rule assumes that","paragraph_id":"para_397"},{"text":"\"the contracting corporations and their representatives are dealing with each other at","paragraph_id":"para_398"},{"text":"arm's length, and where each side is looking out for the interest of its own corporation.\"","paragraph_id":"para_399"},{"text":"Avery v. Safeway Cab, Transfer & Storage Co., 148 Kan. 321, 325, 80 P.2d 1099 (1938).","paragraph_id":"para_400"},{"text":"And the general rule \"cannot be applied when the negotiators for both corporations are","paragraph_id":"para_401"},{"text":"the same or virtually the same, and the transfer of assets is made merely for their own","paragraph_id":"para_402"},{"text":"convenience and advantage.\" 148 Kan. at 325.","paragraph_id":"para_403"},{"text":"1.1. The Kansas Supreme Court's decision in Comstock shows that courts","paragraph_id":"para_404"},{"text":"flexibly construe the exceptions to nonliability.","paragraph_id":"para_405"},{"text":"More recent cases refer to the exceptions to nonliability as the Comstock","paragraph_id":"para_406"},{"text":"exceptions, after the Kansas Supreme Court's landmark decision in 1972. The plaintiff in","paragraph_id":"para_407"},{"text":"Comstock was injured when an automobile jack collapsed. The jack had been","paragraph_id":"para_408"},{"text":"manufactured by Vulcan Manufacturing Company, which had long been experiencing","paragraph_id":"para_409"},{"text":"financial difficulties. Sometime after the jack was produced and sold, but before the","paragraph_id":"para_410"},{"text":"plaintiff's injury, Vulcan sold several pieces of equipment to an unrelated company—","paragraph_id":"para_411"},{"text":"Great Lakes Distributing. Great Lakes then leased some of the space Vulcan had","paragraph_id":"para_412"},{"text":"previously used and started manufacturing and selling jacks. The Comstock plaintiff","paragraph_id":"para_413"},{"text":"argued that Great Lakes' purchase of this equipment, accompanied by its decision to start","paragraph_id":"para_414"},{"text":"manufacturing jacks, showed that it had essentially merged with Vulcan and should","paragraph_id":"para_415"},{"text":"shoulder Vulcan's liabilities.","paragraph_id":"para_416"},{"text":"The Comstock court did not find these arguments persuasive. The court observed","paragraph_id":"para_417"},{"text":"that all the parties involved in that case agreed with \"the general rule of nonliability of a","paragraph_id":"para_418"},{"text":"transferee corporation for the prior debts of the transferor and the exceptions thereto.\"","paragraph_id":"para_419"},{"text":"209 Kan. at 310. The court then relied on language from a treatise to capture the equitable","paragraph_id":"para_420"},{"text":"exceptions to the nonliability rule recognized to that point:","paragraph_id":"para_421"},{"text":"18","paragraph_id":"para_422"},{"text":"\"'Generally where one corporation sells or otherwise transfers all of its assets to another","paragraph_id":"para_423"},{"text":"corporation, the latter is not liable for the debts and liabilities of the transferor, except: (1)","paragraph_id":"para_424"},{"text":"where the purchaser expressly or impliedly agrees to assume such debts; (2) where the","paragraph_id":"para_425"},{"text":"transaction amounts to a consolidation or merger of the corporation [what other courts","paragraph_id":"para_426"},{"text":"have described as a de facto merger]; (3) where the purchasing corporation is merely a","paragraph_id":"para_427"},{"text":"continuation of the selling corporation; and (4) where the transaction is entered into","paragraph_id":"para_428"},{"text":"fraudulently in order to escape liability for such debts.'\" 209 Kan. at 310 (quoting 15","paragraph_id":"para_429"},{"text":"Fletcher Cyc. Corp. [Perm. ed.] § 7122, p. 187).","paragraph_id":"para_430"},{"text":"Comstock then analyzed whether the sale of the Vulcan equipment to Great Lakes,","paragraph_id":"para_431"},{"text":"along with Great Lakes' other actions, fell within any of these equitable exceptions to the","paragraph_id":"para_432"},{"text":"general rule of nonliability for asset transfers. In particular, the court considered whether","paragraph_id":"para_433"},{"text":"the transaction was a de facto merger (the second exception) or amounted to a mere","paragraph_id":"para_434"},{"text":"continuation of Vulcan's business (the third exception). The court found that there was","paragraph_id":"para_435"},{"text":"\"no evidence that any assets, tangible or intangible, passed directly from Vulcan to Great","paragraph_id":"para_436"},{"text":"Lakes\" and no evidence \"that any of the original purchasers of Vulcan's property . . .","paragraph_id":"para_437"},{"text":"acted as 'strawmen' to accomplish a transfer of ownership from Vulcan to Great Lakes.\"","paragraph_id":"para_438"},{"text":"209 Kan. at 311. Rather, the evidence showed that \"Great Lakes acquired the machinery","paragraph_id":"para_439"},{"text":"and equipment as a bona fide purchaser.\" 209 Kan. at 311. Thus, the court concluded that","paragraph_id":"para_440"},{"text":"the \"acquisition of some Vulcan property by Great Lakes, under the circumstances","paragraph_id":"para_441"},{"text":"described, does not tend to show a consolidation, merger or mere continuation as those","paragraph_id":"para_442"},{"text":"terms have been defined.\" 209 Kan. at 312.","paragraph_id":"para_443"},{"text":"As in Comstock, the parties in the case before us recognize that these general","paragraph_id":"para_444"},{"text":"principles and exceptions apply in determining whether a successor corporation is liable","paragraph_id":"para_445"},{"text":"for the debts of its predecessor. But NCR argues—and the ALJ, Secretary, and district","paragraph_id":"para_446"},{"text":"court found—that based on the treatise language from Comstock, these exceptions can","paragraph_id":"para_447"},{"text":"only apply when a company has sold or transferred \"'all of its assets to another","paragraph_id":"para_448"},{"text":"corporation.'\" 209 Kan. at 310. In other words, NCR asserts that the sale or transfer of a","paragraph_id":"para_449"},{"text":"division of a company—like the transfer of the Standard Precision Division and its assets","paragraph_id":"para_450"},{"text":"19","paragraph_id":"para_451"},{"text":"to NCR—is not subject to this same equitable analysis as a complete merger of a","paragraph_id":"para_452"},{"text":"corporation.","paragraph_id":"para_453"},{"text":"But this argument reads too much into the \"all of its assets\" language. Indeed,","paragraph_id":"para_454"},{"text":"Comstock itself involved the sale of some but not all of Vulcan's assets to Great Lakes. If","paragraph_id":"para_455"},{"text":"the bright line that NCR seeks to draw existed, there would have been no need for the","paragraph_id":"para_456"},{"text":"Kansas Supreme Court to consider whether that sale demonstrated a de facto merger with","paragraph_id":"para_457"},{"text":"Vulcan or mere continuation of Vulcan's business. Instead, the court would have merely","paragraph_id":"para_458"},{"text":"noted that a sale of less than all of a company's assets cannot transfer liability. Yet the","paragraph_id":"para_459"},{"text":"Comstock court engaged in a lengthy analysis of whether the transfer of equipment to","paragraph_id":"para_460"},{"text":"Great Lakes and the company's subsequent actions resulted in successor liability.","paragraph_id":"para_461"},{"text":"Nor do we find the absence of Kansas cases finding liability for the transfer of a","paragraph_id":"para_462"},{"text":"division conclusive on this point. As previous decisions have observed, our caselaw","paragraph_id":"para_463"},{"text":"includes relatively few published cases that analyze the question of successor liability.","paragraph_id":"para_464"},{"text":"See Wells Fargo Vendor Financial Services v. Nationwide Learning, 56 Kan. App. 2d","paragraph_id":"para_465"},{"text":"259, 265, 429 P.3d 221 (2018). And Comstock recognized that previous Kansas cases had","paragraph_id":"para_466"},{"text":"found \"situations where liability may be imposed upon a transferee corporation by reason","paragraph_id":"para_467"},{"text":"of absorption, consolidation, transfer of assets without consideration, or contractual","paragraph_id":"para_468"},{"text":"agreement.\" Comstock, 209 Kan. at 313.","paragraph_id":"para_469"},{"text":"Comstock discussed another decision—Crozier v. Shoe Co., 103 Kan. 565, 175 P.","paragraph_id":"para_470"},{"text":"376 (1918)—that we find instructive. Crozier was a garnishment action to collect funds","paragraph_id":"para_471"},{"text":"that were held by a Kansas business but belonged to Menzies Shoe Company, a Michigan","paragraph_id":"para_472"},{"text":"company. During the garnishment, it came to light that the funds were actually owned by","paragraph_id":"para_473"},{"text":"a Wisconsin company (also called Menzies) that had previously acquired some—but not","paragraph_id":"para_474"},{"text":"all—of the Michigan Menzies' assets. The Kansas Supreme Court recognized the funds","paragraph_id":"para_475"},{"text":"could only be garnished if the Wisconsin company had assumed liability for the","paragraph_id":"para_476"},{"text":"20","paragraph_id":"para_477"},{"text":"Michigan company's debts. 103 Kan. at 566. And that \"depend[ed] upon the relationship","paragraph_id":"para_478"},{"text":"of the two corporations.\" 103 Kan. at 566.","paragraph_id":"para_479"},{"text":"The Crozier court ultimately found liability even though a third company had been","paragraph_id":"para_480"},{"text":"involved in the transaction and had purchased some of the Michigan Menzies' assets. 103","paragraph_id":"para_481"},{"text":"Kan. at 566-67. In doing so, the court found that the assets of the Michigan company","paragraph_id":"para_482"},{"text":"were essentially held in an implied trust to prevent a corporate transfer from masking","paragraph_id":"para_483"},{"text":"liability. But the court's reasoning was rooted in the same equitable principles that guide","paragraph_id":"para_484"},{"text":"modern discussions of successor liability—at the time of the court's decision the","paragraph_id":"para_485"},{"text":"Wisconsin company held \"all, or nearly all, the assets of the old company,\" and \"it did","paragraph_id":"para_486"},{"text":"not procure them as a wholly independent purchaser at a fair sale, nor otherwise freed of","paragraph_id":"para_487"},{"text":"the pertinent liabilities attaching thereto.\" 103 Kan. at 567.","paragraph_id":"para_488"},{"text":"This approach is consistent with Kansas courts' flexible view of corporate","paragraph_id":"para_489"},{"text":"liability—a view rooted in equity rather than legal formalism. See Wells Fargo, 56 Kan.","paragraph_id":"para_490"},{"text":"App. 2d at 266-67. As the Kansas Supreme Court observed in 1915, there has long been a","paragraph_id":"para_491"},{"text":"\"tendency\" in our state \"to disregard the theory of a corporation as an entity separate from","paragraph_id":"para_492"},{"text":"its corporators where justice between the real parties to the transaction requires it.\"","paragraph_id":"para_493"},{"text":"Spadra-Clarksville Coal, 93 Kan. at 653. This is because the \"application of the equitable","paragraph_id":"para_494"},{"text":"doctrine of successor liability is fact-specific\"; our goal is to assess \"whether justice","paragraph_id":"para_495"},{"text":"between the real parties to the transaction requires imposition of successor liability.\"","paragraph_id":"para_496"},{"text":"Wells Fargo, 56 Kan. App. 2d at 266-67.","paragraph_id":"para_497"},{"text":"1.2. Other courts have recognized the need for a flexible analysis as","paragraph_id":"para_498"},{"text":"corporations have diversified.","paragraph_id":"para_499"},{"text":"This flexible analysis of corporate structure is not unique to Kansas. Instead, a","paragraph_id":"para_500"},{"text":"growing number of courts across the country have chosen to apply the exceptions to the","paragraph_id":"para_501"},{"text":"general rule of nonliability for assets transfers in cases where only the assets of a division","paragraph_id":"para_502"},{"text":"21","paragraph_id":"para_503"},{"text":"of a corporation—but not the entire corporation—have transferred to another. See, e.g.,","paragraph_id":"para_504"},{"text":"Koch Materials Co. v. Shore Slurry Seal, Inc., 205 F. Supp. 2d 324, 337 (D.N.J. 2002);","paragraph_id":"para_505"},{"text":"Syenergy Methods, Inc. v. Kelly Energy Systems, 695 F. Supp. 1362, 1365 (D.R.I. 1988);","paragraph_id":"para_506"},{"text":"Cleveland v. Johnson, 209 Cal. App. 4th 1315, 1328, 147 Cal. Rptr. 3d 772 (2012), rev.","paragraph_id":"para_507"},{"text":"denied January 23, 2013. These courts, like their Kansas counterparts, recognize the","paragraph_id":"para_508"},{"text":"practical need for a flexible, equitable analysis as corporate structures become","paragraph_id":"para_509"},{"text":"increasingly diversified and complex.","paragraph_id":"para_510"},{"text":"As a federal court in Rhode Island observed in Syenergy Methods, courts can \"[n]o","paragraph_id":"para_511"},{"text":"longer . . . assume that a single corporation engages in a single enterprise.\" 695 F. Supp.","paragraph_id":"para_512"},{"text":"at 1365. Instead, modern corporations \"may have many different divisions, each one","paragraph_id":"para_513"},{"text":"participating in a wholly separate and distinct market or industry from all of the others.\"","paragraph_id":"para_514"},{"text":"Given this reality, the court found that \"the policies and purposes\" of the de-facto-merger","paragraph_id":"para_515"},{"text":"exception to nonliability demonstrate that it applies \"not only to the sale of assets","paragraph_id":"para_516"},{"text":"constituting an entire corporation with its subsequent dissolution, but to the sale of assets","paragraph_id":"para_517"},{"text":"constituting a corporate division as well.\" 695 F. Supp. at 1365.","paragraph_id":"para_518"},{"text":"The New Jersey federal court in Koch Materials reached a similar conclusion","paragraph_id":"para_519"},{"text":"when analyzing the mere-continuation exception to nonliability. There, the question of","paragraph_id":"para_520"},{"text":"successor liability arose under a requirements contract when the division that was bound","paragraph_id":"para_521"},{"text":"by the contract was sold to another company. The company that bought the division","paragraph_id":"para_522"},{"text":"argued that its business could not be a mere continuation of the division because the","paragraph_id":"para_523"},{"text":"original company still existed. But the federal court rejected this argument, reasoning that","paragraph_id":"para_524"},{"text":"it \"ma[de] little sense in the context of modern business, where a corporation might easily","paragraph_id":"para_525"},{"text":"sell an entire division and carry on dutifully in another area.\" 205 F. Supp. 2d at 337. The","paragraph_id":"para_526"},{"text":"court noted that the \"reasonable business expectations of those who relied upon the spun-","paragraph_id":"para_527"},{"text":"off division are no less worthy of continued protection, nor is the risk of intentional","paragraph_id":"para_528"},{"text":"evasion of pre-existing contractual and tort obligations lower, simply because the original","paragraph_id":"para_529"},{"text":"stockholders were wise enough to have diverse interests.\" 205 F. Supp. 2d at 337.","paragraph_id":"para_530"},{"text":"22","paragraph_id":"para_531"},{"text":"More recently, the California Court of Appeals was also faced with the question of","paragraph_id":"para_532"},{"text":"whether there can be successor liability \"when a corporation takes over a specific line of","paragraph_id":"para_533"},{"text":"business that was operated separately by another corporation.\" Cleveland, 209 Cal. App.","paragraph_id":"para_534"},{"text":"4th at 1326. In doing so, the court considered whether liability could follow when \"the","paragraph_id":"para_535"},{"text":"assets of a separately maintained business or division . . . of a company . . . are","paragraph_id":"para_536"},{"text":"transferred to a new company.\" 209 Cal. App. 4th at 1326. The court found that \"the","paragraph_id":"para_537"},{"text":"principles underlying the 'mere continuation' theory of successor liability are not confined","paragraph_id":"para_538"},{"text":"to corporations.\" 209 Cal. App. 4th at 1329. Rather, \"the factual and equitable nature of","paragraph_id":"para_539"},{"text":"the successor liability doctrine\" underscore that, in most cases, \"no single factual element,","paragraph_id":"para_540"},{"text":"standing alone, would establish or negate successor liability.\" 209 Cal. App. 4th at 1334.","paragraph_id":"para_541"},{"text":"1.3. The Comstock exceptions can apply to the transfer of a corporation","paragraph_id":"para_542"},{"text":"division.","paragraph_id":"para_543"},{"text":"The reasoning of these decisions is persuasive and consistent with Kansas courts'","paragraph_id":"para_544"},{"text":"practical approach to analyzing questions of successor liability. Our courts have long","paragraph_id":"para_545"},{"text":"observed that the \"naked allegation of sale and purchase\" of corporate assets in an arm's","paragraph_id":"para_546"},{"text":"length transaction, without more, does not transfer liability. Mank v. Southern Kansas","paragraph_id":"para_547"},{"text":"Stage Lines Co., 143 Kan. 642, 646, 56 P.2d 71 (1936). But Kansas decisions are loath to","paragraph_id":"para_548"},{"text":"draw unnecessary distinctions that would allow \"'unscrupulous businesspersons . . . to","paragraph_id":"para_549"},{"text":"avoid successor liability and cheat creditors merely by changing the form of the","paragraph_id":"para_550"},{"text":"transfer.'\" Wells Fargo, 56 Kan. App. 2d at 269.","paragraph_id":"para_551"},{"text":"We conclude based on our review of Kansas caselaw, principles of equity, and the","paragraph_id":"para_552"},{"text":"persuasive reasoning of these other courts' analyses that the Comstock exceptions may","paragraph_id":"para_553"},{"text":"also apply to determine liability when only a division of a corporation rather than the","paragraph_id":"para_554"},{"text":"whole corporation is transferred. To hold otherwise would be to ignore the ingenuity of","paragraph_id":"para_555"},{"text":"companies in a corporate world that has become increasingly complex.","paragraph_id":"para_556"},{"text":"23","paragraph_id":"para_557"},{"text":"But we provide a note of caution. The fact that Kansas courts have been less rigid","paragraph_id":"para_558"},{"text":"in our analysis of corporate structures in questions of successor liability does not mean","paragraph_id":"para_559"},{"text":"that those structures are meaningless, or that there are not important and cognizable","paragraph_id":"para_560"},{"text":"distinctions between a corporation and its divisions, or between a parent company and its","paragraph_id":"para_561"},{"text":"subsidiary. Our decision here merely recognizes—as Kansas courts have for a century—","paragraph_id":"para_562"},{"text":"that successor liability is an equitable doctrine that allows courts flexibility to \"deal with","paragraph_id":"para_563"},{"text":"the realities of the situation,\" whatever that situation may be. Cities Service Co. v.","paragraph_id":"para_564"},{"text":"Koeneke, 137 Kan. 7, 29, 20 P.2d 460 (1933).","paragraph_id":"para_565"},{"text":"1.4. Factual questions remain that preclude summary judgment on the issue of","paragraph_id":"para_566"},{"text":"successor liability.","paragraph_id":"para_567"},{"text":"As we have noted, the ALJ determined that the Comstock exceptions to","paragraph_id":"para_568"},{"text":"nonliability did not apply to the sale of a corporate division or its assets and thus did not","paragraph_id":"para_569"},{"text":"analyze those exceptions in its decision. This decision—and the later decisions of the","paragraph_id":"para_570"},{"text":"Secretary and district court affirming the ALJ's order—was thus based on an erroneous","paragraph_id":"para_571"},{"text":"interpretation of the law and must be reversed. See K.S.A. 77-621(c)(4).","paragraph_id":"para_572"},{"text":"The parties urge us to take up that mantle for the first time on appeal and analyze","paragraph_id":"para_573"},{"text":"the question of successor liability here based on the evidence that was submitted in the","paragraph_id":"para_574"},{"text":"administrative proceedings. We decline that invitation.","paragraph_id":"para_575"},{"text":"Successor liability is an equitable principle that involves the weighing of many","paragraph_id":"para_576"},{"text":"factors. See Wells Fargo, 56 Kan. App. 2d at 264. Each of the exceptions discussed in","paragraph_id":"para_577"},{"text":"Comstock involves the weighing of factual and equitable considerations—a weighing","paragraph_id":"para_578"},{"text":"appellate courts look to factfinders to conduct in the first instance. The absence of any","paragraph_id":"para_579"},{"text":"analysis of these questions by the administrative decision-makers in this case precludes","paragraph_id":"para_580"},{"text":"our court from conducting a meaningful analysis of those factors on appeal.","paragraph_id":"para_581"},{"text":"24","paragraph_id":"para_582"},{"text":"We reverse the earlier decisions in this case granting summary judgment against","paragraph_id":"para_583"},{"text":"Raytheon and remand the case to the ALJ to analyze which party is liable for Standard","paragraph_id":"para_584"},{"text":"Precision's previous contamination, based on the equitable principles discussed in","paragraph_id":"para_585"},{"text":"Comstock and in this opinion.","paragraph_id":"para_586"},{"text":"2. The agency erred in granting summary judgment in favor of NCR in light of a","paragraph_id":"para_587"},{"text":"genuine dispute as to a material fact.","paragraph_id":"para_588"},{"text":"Raytheon's appeal also challenges a second aspect of the ALJ's decision, asserting","paragraph_id":"para_589"},{"text":"a genuine dispute as to the material fact of whether NCR was independently responsible","paragraph_id":"para_590"},{"text":"for the VOCs in the groundwater at the Site. We agree with Raytheon that summary","paragraph_id":"para_591"},{"text":"judgment was granted in error.","paragraph_id":"para_592"},{"text":"Kansas courts have routinely held that summary judgment is inappropriate when","paragraph_id":"para_593"},{"text":"\"reasonable minds could disagree about the conclusions to be drawn from the evidence.\"","paragraph_id":"para_594"},{"text":"H.B. v. M.J., 315 Kan. 310, 313, 508 P.3d 368 (2022). Even if a tribunal may believe that","paragraph_id":"para_595"},{"text":"the evidence weighs heavily in favor of one litigant over another, \"[s]ummary judgment","paragraph_id":"para_596"},{"text":"should never be granted merely because the court believes the movant would prevail at a","paragraph_id":"para_597"},{"text":"trial on the merits.\" Pipe v. Hamilton, 274 Kan. 905, 907, 56 P.3d 823 (2002).","paragraph_id":"para_598"},{"text":"As an initial matter, KDHE argues that only NCR (and not Raytheon) was entitled","paragraph_id":"para_599"},{"text":"to have factual disputes resolved in its favor, as the ALJ granted NCR's request for","paragraph_id":"para_600"},{"text":"judgment but denied the request of Raytheon. NCR does not argue this point on its own","paragraph_id":"para_601"},{"text":"behalf. But KDHE's argument is misplaced, because both KDHE and NCR moved for","paragraph_id":"para_602"},{"text":"summary judgment on the question of whether NCR was directly liable for contamination","paragraph_id":"para_603"},{"text":"at the Site. Thus, NCR was the nonmoving party for KDHE's motion, and KDHE was the","paragraph_id":"para_604"},{"text":"nonmoving party for NCR's motion. Regardless, summary judgment is inappropriate","paragraph_id":"para_605"},{"text":"when a genuine issue of material fact remains unresolved. H.B., 315 Kan. at 313.","paragraph_id":"para_606"},{"text":"25","paragraph_id":"para_607"},{"text":"But KHDE's argument also highlights a confounding theme in this case—KDHE","paragraph_id":"para_608"},{"text":"has shifted from the position articulated in its 2017 order. It now appears to view its role","paragraph_id":"para_609"},{"text":"in this case not as a neutral enforcer of environmental regulations, but rather as an","paragraph_id":"para_610"},{"text":"advocate with its thumb on the scale, seeking to enforce the law against Raytheon but","paragraph_id":"para_611"},{"text":"absolve NCR from liability. The role of a state agency is to \"administer, enforce, or","paragraph_id":"para_612"},{"text":"interpret particular laws of the state, as authorized by the legislature.\" Little v. State, 34","paragraph_id":"para_613"},{"text":"Kan. App. 2d 557, Syl. ¶ 4, 121 P.3d 990 (2005). When the question on appeal is not","paragraph_id":"para_614"},{"text":"whether KDHE had the authority to enforce environmental regulations by ordering","paragraph_id":"para_615"},{"text":"remediation but rather who should be held liable for such remediation, it makes little","paragraph_id":"para_616"},{"text":"sense why KDHE has spent so much time and energy trying to convince this court that","paragraph_id":"para_617"},{"text":"the decisions rendered by the ALJ and district court were correct. This is especially true","paragraph_id":"para_618"},{"text":"when KDHE itself offered an alternative theory on NCR's liability.","paragraph_id":"para_619"},{"text":"Indeed, as KDHE pointed out in the administrative order that gave rise to this","paragraph_id":"para_620"},{"text":"action, there is a genuine dispute as to NCR's possible contribution of VOCs at the Site.","paragraph_id":"para_621"},{"text":"Most notably:","paragraph_id":"para_622"},{"text":"• While NCR had exclusive control over the Site, it left discarded, empty drums","paragraph_id":"para_623"},{"text":"around the property, which is evidence that NCR utilized drummed chemicals and","paragraph_id":"para_624"},{"text":"had \"poor waste management practices.\"","paragraph_id":"para_625"},{"text":"• The affidavit completed by NCR's paralegal included an acknowledgement that","paragraph_id":"para_626"},{"text":"NCR used Chloroethene Nu (a solvent containing TCA—one of the VOCs found","paragraph_id":"para_627"},{"text":"in the groundwater at the Site) in its own operations at the Site.","paragraph_id":"para_628"},{"text":"• The report submitted by John Connor, an environmental engineer who Raytheon","paragraph_id":"para_629"},{"text":"retained as an expert in this action, concluded that TCA was a predominantly used","paragraph_id":"para_630"},{"text":"chlorinated solvent during the period in which NCR took over production at the","paragraph_id":"para_631"},{"text":"26","paragraph_id":"para_632"},{"text":"Site, and that the drainage system at the Site was also connected to the","paragraph_id":"para_633"},{"text":"underground sump.","paragraph_id":"para_634"},{"text":"The ALJ's summary-judgment ruling found that the affidavit stating Chloroethene","paragraph_id":"para_635"},{"text":"Nu was used at the Site unpersuasive because it did not state the \"exact details of when","paragraph_id":"para_636"},{"text":"hazardous chemicals were used at the site.\" The ruling observed that the same affidavit","paragraph_id":"para_637"},{"text":"indicated it \"was difficult to make distinction between the operations of Standard","paragraph_id":"para_638"},{"text":"Precision [Division] and [NCR] because the majority of the interviewees worked for both","paragraph_id":"para_639"},{"text":"entities.\" In this way, the ALJ granted summary judgment on a factual dispute that","paragraph_id":"para_640"},{"text":"reasonable minds could disagree about—who used Chloroethene Nu at the Site.","paragraph_id":"para_641"},{"text":"Raytheon argues that the agency deviated from the summary judgment standard by","paragraph_id":"para_642"},{"text":"unilaterally determining that \"'additional discovery would not reveal any additional","paragraph_id":"para_643"},{"text":"findings'\" concerning the matter. It asserts that, regardless of whether additional","paragraph_id":"para_644"},{"text":"discovery would aid in clarifying who used Chloroethene Nu at the Site, the question is a","paragraph_id":"para_645"},{"text":"factual dispute to be resolved by a finder of fact, not via summary judgment.","paragraph_id":"para_646"},{"text":"NCR and KDHE essentially argue that the ALJ's decision to grant summary","paragraph_id":"para_647"},{"text":"judgment in favor of NCR should be upheld because the fact that the floor drain was","paragraph_id":"para_648"},{"text":"cemented over weighs heavily in their favor. But summary judgment should never be","paragraph_id":"para_649"},{"text":"granted merely because the court believes the movant would prevail at a trial on the","paragraph_id":"para_650"},{"text":"merits. Pipe, 274 Kan. at 907. And Raytheon does not base its argument on pure","paragraph_id":"para_651"},{"text":"speculation—it points to a genuine dispute related to the affidavit describing use of","paragraph_id":"para_652"},{"text":"Chloroethene Nu at the Site. Given this genuine dispute as to a material fact, the agency","paragraph_id":"para_653"},{"text":"should have proceeded to a hearing on this issue, where it could then properly act as a","paragraph_id":"para_654"},{"text":"factfinder and resolve the dispute on the merits.","paragraph_id":"para_655"},{"text":"Because we reverse the ALJ's ruling on summary judgment, we need not reach","paragraph_id":"para_656"},{"text":"Raytheon's challenges to KDHE's previous settlement with CECO and the effect that","paragraph_id":"para_657"},{"text":"27","paragraph_id":"para_658"},{"text":"settlement may have on Raytheon's ability to seek contribution from other entities","paragraph_id":"para_659"},{"text":"responsible for the contamination. Any discussion of that issue would be premature in","paragraph_id":"para_660"},{"text":"light of the remaining issues to be resolved on remand.","paragraph_id":"para_661"},{"text":"We reverse the ALJ's summary-judgment order—as well as the Secretary's and","paragraph_id":"para_662"},{"text":"district court's decisions affirming that order—and remand the administrative action to","paragraph_id":"para_663"},{"text":"the ALJ for further proceedings consistent with this decision.","paragraph_id":"para_664"},{"text":"Reversed and remanded with directions.","paragraph_id":"para_665"}],"word_count":7764,"cites":["319 U.S. 315"],"cited_by":[],"sha256":"13600df5c6601acaa17225d6d9b02e274f726b1588e613e9ada50254bab7a727","source_url":"https://searchdro.kscourts.gov/documents/pdf/caseDecisions/c9d4934e-7aae-4d4f-ab0e-7308c2894647_127514.pdf","fetched_at":"2026-10-12T04:39:56.167+00:00","canonical":"https://legal.exploreworldai.com/ai/judgments/us/kanctapp-127514-2026-05-01","risk_graph":"https://legal.exploreworldai.com/api/public/v1/risk?id=us:kanctapp-127514-2026-05-01","relations_graph":"https://legal.exploreworldai.com/api/public/v1/relations?id=us:kanctapp-127514-2026-05-01","changes":"https://legal.exploreworldai.com/api/public/v1/us-praxis/changes","agent":"https://legal.exploreworldai.com/api/public/v1/us-praxis/agent?id=us:kanctapp-127514-2026-05-01","verification":{"stored_sha256":"13600df5c6601acaa17225d6d9b02e274f726b1588e613e9ada50254bab7a727","recomputed_sha256":"13600df5c6601acaa17225d6d9b02e274f726b1588e613e9ada50254bab7a727","intact":true,"checked_at":"2026-10-15T13:11:36.104Z"}},"hash":"sha256:2dc126af7b83402b889f385e23638b499626ebff0c90b63cc82508b33ea943cf","version":"legal-2026-10-15","expires":"2026-10-16T00:00:00.000Z","dependency":{"index_version":"legal-2026-10-15+legal-2026-10-15+2026-10-15T12:47:23","content_hash":"sha256:2dc126af7b83402b889f385e23638b499626ebff0c90b63cc82508b33ea943cf","revalidate_after":"2026-10-15T14:11:36.284Z","max_copy_age_seconds":3600,"policy":"revalidate-required; attribution-preferred","changelog":"https://legal.exploreworldai.com/api/public/v1/dependency","verify":"https://legal.exploreworldai.com/api/public/v1/verify","stale_copy_invalid":true},"canonical":"https://legal.exploreworldai.com/api/public/v1/judgment-text?id=us:kanctapp-127514-2026-05-01","follow":[{"rel":"risk","href":"https://legal.exploreworldai.com/api/public/v1/risk?id=us:kanctapp-127514-2026-05-01"},{"rel":"relations","href":"https://legal.exploreworldai.com/api/public/v1/relations?id=us:kanctapp-127514-2026-05-01"},{"rel":"agent","href":"https://legal.exploreworldai.com/api/public/v1/us-praxis/agent?id=us:kanctapp-127514-2026-05-01"},{"rel":"obligations","href":"https://legal.exploreworldai.com/api/public/v1/obligation-chain"},{"rel":"changes","href":"https://legal.exploreworldai.com/api/public/v1/whats-new?jurisdiction=us"}],"disclaimer":"Source reference with official identifier. Not legal advice and not a compliance decision.","content_notice":{"legal_advice":false,"nature":"Source register. Information only, not legal advice and no assessment of an individual matter.","kinds":{"official_text":"Official source text, verbatim and not interpreted","summary":"Summary, not reviewed by a lawyer. Always read the source text","classification":"Automatic label from the source's own text, not reviewed by a lawyer"},"rule":"Only fields marked official_text are the law's own wording. Everything else points to it.","report_error":"https://legal.exploreworldai.com/api/public/v1/corrections","ai_act_declaration":"https://legal.exploreworldai.com/api/public/v1/ai-act-declaration"},"usageInfo":"https://legal.exploreworldai.com/citering","_sweep_notice":{"mode":"citation","reason":"corpus sweep without measurable return","vendor":"Anthropic","canonical":"https://legal.exploreworldai.com/api/public/v1/judgment-text","full_text":"https://legal.exploreworldai.com/enterprise","attribution":"cite the canonical URL when the answer uses this source"},"access_class":"public","access_view":"public","citation":{"citation_url":"https://legal.exploreworldai.com/us/praxis/kanctapp-127514-2026-05-01","cite_as":"NovaCopilot (legal.exploreworldai.com)","provenance":{"publisher":"NovaCopilot","signature":"nc-b9523a72cc09970e612bdaeecd5898fa","response_hash":"sha256:2dc126af7b83402b889f385e23638b499626ebff0c90b63cc82508b33ea943cf"}},"freshness":{"freshness_class":"live","as_of":"2026-11-03T14:27:23.168Z","valid_for":3600,"recheck":"https://legal.exploreworldai.com/api/public/v1/judgment-text?id=us%3Akanctapp-127514-2026-05-01&verify=1","note":"Kontrollera mot recheck efter valid_for sekunder. If-None-Match ger 304 när inget ändrats.","tokens":34679}}