UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

┐ AMERICAN PREMIER UNDERWRITERS, INC., │ Plaintiff-Appellant, │ > No. 20-4010 │ v. │ │ GENERAL ELECTRIC COMPANY, │ Defendant-Appellee. │ ┘

Appeal from the United States District Court for the Southern District of Ohio at Cincinnati. No. 1:05-cv-00437—Michael H. Watson, District Judge.

Argued: July 29, 2021

Decided and Filed: September 21, 2021

Before: SUTTON, Chief Judge; SUHRHEINRICH and NALBANDIAN, Circuit Judges. _________________

COUNSEL ARGUED: Frank L. Tamulonis, BLANK ROME LLP, Cincinnati, Ohio, for Appellant. Robert J. Shaughnessy, WILLIAMS & CONNOLLY LLP, Washington, D.C., for Appellee. ON BRIEF: Frank L. Tamulonis, Michael L. Cioffi, Thomas H. Stewart, BLANK ROME LLP, Cincinnati, Ohio, for Appellant. Robert J. Shaughnessy, WILLIAMS & CONNOLLY LLP, Washington, D.C., David W. Walulik, FROST BROWN TODD LLC, Cincinnati, Ohio, for Appellee. _________________

OPINION _________________

NALBANDIAN, Circuit Judge. This case’s story begins in the 1930s and 1940s when General Electric began designing and manufacturing certain self-propelled, electric passenger railcars that included liquid-cooled transformers. The transformers, which generated a great deal No. 20-4010 Am. Premier Underwriters v. GE Page 2

of heat, used a coolant called Pyranol that contains toxic polychlorinated biphenyls (PCBs). GE sold some of these railcars to government entities whose trains operated on Penn Central lines. Over the years, Pyranol from the transformers escaped and contaminated four Penn Central railyards.

American Premier Underwriters, Penn Central’s successor, had to pay for the costly environmental cleanup. It now seeks to shift that financial burden to GE. The district court rejected APU’s arguments and we agree for three reasons: (1) GE is neither an arranger nor an operator under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA); (2) APU assigned away its contractual right to indemnification; and (3) any claims based on reassigned indemnity rights are time barred. Because these three issues decide this appeal in GE’s favor, we decline to address other issues briefed by the parties. We AFFIRM.

I. Background

A. Transformers and PCBs

Penn Central owned and operated four railyards—the Paoli Yard in Pennsylvania, the Wilmington Yard in Delaware, the Sunnyside Yard in New York, and the South Amboy Yard in New Jersey—where toxic chemicals from train transformers leaked into and contaminated the environment. The self-propelled railcars used the transformers, which rested on the bottom of the railcar, to step down high-voltage current from overhead electric cables and convert it into the power needed to propel the trains. GE designed and manufactured the transformers (and the trains) that are relevant here.

Because the conversion process generated a great deal of heat, the transformers needed a coolant to function properly. Around 1940, GE