In the
United States Court of Appeals
For the Seventh Circuit


No. 96-1650


RUMPKE OF INDIANA, INC.,


Plaintiff-Appellee,


v.


CUMMINS ENGINE COMPANY, INC., et al.,


Defendants-Appellants.


Appeal from the United States District Court
for the Southern District of Indiana, Indianapolis Division.
No. IP 94-1636-C-M/S--Larry J. McKinney, Judge.


ARGUED JUNE 6, 1996--DECIDED FEBRUARY 19, 1997




   Before BAUER, EASTERBROOK, and DIANE P. WOOD,
Circuit Judges.


   DIANE P. WOOD, Circuit Judge. The net of potential lia-
bility under the Comprehensive Environmental Response,
Compensation and Liability Act, better known as CERCLA,
42 U.S.C. secs. 9601 et seq., is wide indeed, reflecting the
need both to clean up the nation's toxic waste sites and
the practical imperative to find the necessary money for
the job. The cleanup will be less likely to occur if poten-
tially responsible parties do not come forward, yet the
often astronomical sums needed to restore these sites can
deter prompt remedial action. CERCLA protects parties
who settle claims with the government from liability for
contribution in suits relating to "matters addressed" in
administratively or judicially settled consent decrees. See
sec. 113(f)(2), 42 U.S.C. sec. 9613(f)(2). In this interlocutory
appeal, certified pursuant to 28 U.S.C. sec. 1292(b), we have
been asked to decide several questions relating to the
breadth of one of those settlements. The central issue is
whether a 1982 consent decree approved in United States
v. Seymour Recycling Corp., 554 F. Supp. 1334 (S. D. Ind.
1982), to which Cummins Engine Co. and its fellow appel-
lants were parties (to which we refer as the "Cummins
group"), stands in the way of the efforts of Rumpke of
Indiana, Inc. ("Rumpke"), either to recover its costs of clean-
ing up a site arguably not covered by the Seymour decree
under sec. 107(a) of the Act, 42 U.S.C. sec. 9607(a), or to ob-
tain contribution from the Cummins group under sec. 113(f)(1)
of the Act, 42 U.S.C. sec. 9613(f)(1). We agree with the dis-
trict court that the Seymour decree did not encompass
the matters Rumpke is now raising and we accordingly
affirm its order.


I


   The background facts are relatively straightforward. In
1984, Rumpke bought a 273-acre dump known as the Union-
town Landfill from George and Ethel Darlage. At that
time, the Darlages informed Rumpke that the landfill had
never accepted hazardous waste. For reasons undisclosed
on this record, Rumpke did not conduct its own inspection
of the land for environmental hazards prior to the sale.
In light of where we are today, it is easy to predict what
happened next. In 1990, to its professed surprise, Rumpke
discovered that the Darlages' beliefs about the landfill had
been quite wrong. In fact, a cocktail of hazardous wastes
had been deposited at Uniontown for many years, and
volatile organic compounds (VOCs) were migrating to sur-
rounding areas. Looking into the matter, Rumpke deter-
mined that much of this material had come from the Sey-
mour Recycling Corporation, which was located about ten
miles away in Seymour, Indiana. For many years, Sey-
mour had distilled for reuse acetones, alcohols, paint thin-
ners, chlorinated solvents, and freon materials, all of which
had been discarded by various manufacturers. The distill-
ing process yielded both reusable solvents and a toxic
sludge. Seymour disposed of the sludge by shoveling it
into 55-gallon drums, or on other occasions, incinerating
it and storing the resulting ash in similar drums. Rumpke
believed that some of those 55-gallon drums made their
way to the Uniontown landfill. Because Seymour Recycling
was by this time out of the picture, Rumpke brought this
action against the manufacturers that used to send ma-
terials to Seymour Recycling for processing.


   Rumpke's lawsuit opened a Pandora's Box of its own.
Whatever one might say about the Uniontown site, it had

become clear in the 1980's that the Seymour site was an
environmental disaster area. Seymour Recycling had left
some 60,000 drums and 98 bulk storage tanks, in various
stages of decay, strewn about the site. By 1980, the drums
and tanks were leaking, exploding, and sending clouds of
toxic chemicals into the air over nearby residential areas.
The United States responded with a complaint in May 1980,
alleging violations of section 7003 of the Resource Con-
servation and Recovery Act (RCRA), 42 U.S.C. sec. 6973,
and section 311 of the Clean Water Act, 33 U.S.C. sec. 1321.
In 1982, the United States filed an amended complaint
adding allegations under CERCLA, secs. 106 and 107, 42
U.S.C. secs. 9606 and 9607, which had been enacted in the
meantime. The amended complaint added 24 new defen-
dants who allegedly had transported hazardous wastes to
the Seymour site for handling, storage, disposal, or treat-
ment. At the same time, the State of Indiana and the
County of Jackson moved to intervene in the action.


   The amended complaint was accompanied by a proposed
consent decree that was filed with the court, as required
by sec. 122(d), 42 U.S.C. sec. 9622(d), which the court accepted
in due course. See Seymour Recycling, 554 F. Supp. 1334,
supra. The decree resolved all obligations and responsibil-
ities of the settling companies with respect to "the Sey-
mour site." The companies paid agreed amounts into the
Seymour Site Trust Fund, which was then available to
trustees to perform the work described in an exhibit to
the decree. It provided for penalties in the event the work
was not performed satisfactorily; it gave the United States
and the State the right to access and inspect the site at
all times until the work was completed; and it contained
various administrative provisions. The decree also promised,
in section XII, that the United States, the State, and the
local governments would not bring any more civil actions
against the settling companies:


. . . arising out of or related to the storage, treat-
ment, handling, disposal, transportation or presence
or actual or threatened release or discharge of any
materials at, to, from or near the Seymour site, in-
cluding any action with respect to surface cleanup and
soil or groundwater cleanup at the Seymour site.


Our case arises because the defendants Rumpke wants
to pursue--Cummins, Ford Motor Company, International
Business Machines Corp., General Motors Corp., and Essex
Group, Inc.--were among the Seymour settling parties.


II


   After Rumpke filed its action with respect to the con-
taminated Uniontown site, the Cummins group moved for
summary judgment against Rumpke's claims. They argued
that Rumpke's suit was blocked by the language just
quoted from the 1982 Seymour consent decree, by virtue
of CERCLA sec. 113(f)(2), which reads as follows:


   A person who has resolved its liability to the United
States or a State in an administrative or judicially
approved settlement shall not be liable for claims for
contribution regarding matters addressed in the set-
tlement. Such settlement does not discharge any of
the other potentially liable persons unless its terms
so provide, but it reduces the potential liability of
the others by the amount of the settlement.


The Cummins group reasoned that (1) the Rumpke suit
presented "claims for contribution," and (2) the claims
were "matters addressed in the settlement" by virtue of
section XII of the decree. Specifically, with appropriate
ellipses, they argued that section XII covered actions
"arising out of . . . the . . . transportation . . . of any
materials . . . from . . . the Seymour site." Rumpke's
claim against them alleged that materials from the named
manufacturers had been transported from the Seymour
site to the Uniontown site; thus, they asserted, it fell
squarely within the language of section XII and the claim
was barred by sec. 113(f)(2). Q.E.D.


   In the order on interlocutory appeal, the district court
did not dwell on the question whether the Rumpke suit
presented claims for contribution, evidently for two rea-
sons. First, it noted that Rumpke's suit was in part based
on sec. 107(a) of the Act, which provides for private cost
recovery, rather than contribution. It acknowledged that

Akzo Coatings, Inc. v. Aigner Corp., 30 F.3d 761 (7th Cir.
1994), held that claims by one potentially responsible party
(PRP) (here, Rumpke as present landowner) against an-
other (here, the Cummins group) must normally be brought
as contribution claims under sec. 113(f)(1), but it noted that
Akzo also recognized an exception to that rule. Under the
exception, a landowner may bring a sec. 107 action to
recover for its direct injuries "if the party seeking relief
is itself not responsible for having caused any of the haz-
ardous materials to be spilled onto the property." Rumpke
of Indiana, Inc. v. Cummins Engine Company, Inc., No.
IP 94-1636-C at 1 (S. D. Ind. May 23, 1995). The court
found that it was factually uncertain whether Rumpke was
entitled to invoke the Akzo exception, and it accordingly
denied summary judgment for the Cummins group on that
point. Second, the court knew that Rumpke's complaint
also asserted, in Count II, an express claim for contribu-
tion under sec. 113(f)(1). Thus, recognizing that the case at
least for Count II raised a contribution claim, the court's
order proceeded immediately to the question whether the
Seymour settlement resolved all potential liability of the
Cummins group with respect to the Uniontown site.


   Construing the language of the Seymour decree as a
whole, the court found that it dealt only with the Seymour
site. It noted that nothing else in the decree, apart from
the excerpt from section XII quoted above, contained
even a hint of an attempt to resolve future disputes
caused by the trucking of waste from Seymour to other
locations. CERCLA and the Superfund Amendments and
Reauthorization Act of 1986 (SARA) (which added sec. 113
to CERCLA), anticipate site-specific remedial activity,

which led the district court to conclude that "the settle-
ment authority of the United States is limited to the in-
dividual facility." Rumpke, No. IP 94-1636-C at 6 (S. D.
Ind. May 23, 1995). Finally, the court concluded that the
word "transportation" in section XII, on which the Cum-
mins group relied so heavily, could be interpreted reason-
ably to mean either leaching from the Seymour site or
any other transportation to contiguous sites. It accordingly
granted Rumpke's cross-motion for summary judgment on
the issue of the applicability of the 1982 consent decree
to the problems at Uniontown. About two months after
it denied reconsideration of that order, the court certified
it for interlocutory appeal to this court under 28 U.S.C.
sec. 1292(b).


   In a supplemental order written in response to this
court's order requiring the parties specifically to identify
the questions to be certified and why they met the criteria
of sec. 1292(b), the district court described the primary con-
trolling question of law as follows: "whether Rumpke's
action against Settlers is barred pursuant to the earlier
consent decree with the United States." Encompassed
within that question were several others: (1) whether the
pertinent environmental statutes limit the settlement au-
thority of the United States to individual facilities; (2)
whether a settlement dealing with one facility (here, Sey-
mour) may bar liability for waste disposed by or through
that facility to another one (here, Uniontown); and (3)
whether the consent decree itself is ambiguous, thus mak-
ing a ruling on its effect as a matter of law inappropriate.
The district court recognized that if it had erred on the
effect of the 1982 Seymour decree, the litigation would
be terminated for the Cummins group. With the benefit
of this explanation, this court granted sec. 1292(b) certifica-
tion for the appeal.




III


   Before turning to the specific questions posed by the
district court, we consider briefly the scope of our review

in this kind of interlocutory appeal. The Supreme Court
recently had occasion to consider the scope of sec. 1292(b)
review in Yamaha Motor Corp., U.S.A. v. Calhoun, 116
S.Ct. 619 (1996). The Court there decided that, in keep-
ing with the language of the statute, "appellate jurisdic-
tion applies to the order certified to the court of appeals,
and is not tied to the particular question formulated by
the district court." Id. at 623 (emphasis in original). We
may therefore address any issue fairly included within the
certified order granting partial summary judgment to
Rumpke and denying the Cummins group's motion, be-
cause it is the order that is before us on appeal, rather
than the questions themselves.


   The central question that concerned the district court
was whether the 1982 settlement protects the Cummins
defendants from this suit, as a result of the protection
afforded by sec. 113(f)(2). As we noted above, sec. 113(f)(2) is
triggered when several circumstances are present: (1) a

person must have resolved liability either to the United
States or a State in an administrative or judicially ap-
proved settlement, (2) it must be facing "claims for con-
tribution" in the present suit, and (3) those claims must
encompass "matters addressed in the settlement." In our
view, however, before addressing the specifics of sec. 113(f)(2),
we must decide how Rumpke's sec. 107(a) theory affects the
case.




   A.  Claims for Direct Cost Recovery and Contribution


   Rumpke's suit against the Cummins group was based
on both the cost recovery theory of sec. 107(a) and the con-
tribution theory of sec. 113(f)(1). The district court, as noted
above, did not find it necessary to decide definitively whether
the sec. 107(a) theory was sustainable, because it believed
that issues of fact needed to be resolved regarding the
question whether Rumpke was the kind of innocent land-
owner entitled to bring a sec. 107(a) cost recovery action
under our Akzo opinion. It did not discuss the differences
between sec. 113(f)(1) and sec. 107(a) in the order we are re-
viewing. We believe, nonetheless, that we should reach
the question whether this suit may proceed under sec. 107(a),
or under sec. 113(f)(1), or both. If sec. 107(a) is unavailable as

a matter of law to Rumpke, we have only the sec. 113(f)(1)
arguments to consider, which in turn requires us to inter-
pret the Seymour consent decree. On the other hand, if
Rumpke is entitled to proceed under sec. 107(a), the contribu-
tion bar of sec. 113(f)(2) may not apply at all; if it does not,
then the dispute about the scope of the Seymour decree
might be beside the point. Either way, it appears to us
that the proper basis for Rumpke's action is a question
fairly comprehended within the order under review.


   1.  Rumpke's sec. 107(a) claim.  Rumpke pointed out in
both its brief and at oral argument that it is not subject
to any administrative cleanup order from the Indiana
Department of Environmental Management (IDEM), the
federal Environmental Protection Agency (EPA), or any
other public authority. Thus, Rumpke is not a party that
is now or ever has been subject to a civil action under
CERCLA sec. 106, 42 U.S.C. sec. 9606 (which authorizes the
President to bring an action to require responsible par-
ties to clean up sites threatening the environment). It is
also undisputed that no party has ever brought a cost
recovery action against Rumpke under sec. 107. Instead,
Rumpke has stated that it "intends to act, consistent with
the National Contingency Plan, to assure that the VOCs
it has discovered outside of the waste disposal area of
the Uniontown Landfill, but within the property bounda-
ries of the Landfill, do not become a threat to health or
the environment." Furthermore, like the district court,
on this review from a grant of summary judgment, we
assume that Rumpke did nothing to contribute to the
presence of the hazardous substances. Its status as a PRP
for CERCLA purposes is based solely on its ownership
of the Uniontown site--ownership, we assume at this
stage, it acquired without knowledge of the presence of
environmental hazards and after all the deposits had been
made.


   The question is whether our Akzo exception applies to
Rumpke: may a landowner PRP bring a direct liability
suit for cost recovery under sec. 107(a) against other PRPs
(in this case "arrangers"), if it contributed nothing to the
hazardous conditions at the site, or is the Akzo exception
available only to a narrower group of parties, such as the
landowner who discovers someone surreptitiously dump-
ing wastes on its land? In this connection, it is useful to
review our decision in Akzo in somewhat more detail. In
that case, Akzo sued Aigner Corporation and a number of
other companies seeking contribution for initial cleanup
work it had performed at the Fisher-Calo site and the
costs it had incurred in studying the long term cleanup
of the site with other PRPs. Akzo itself had sent hazard-
ous wastes to the site. 30 F.3d at 764. It argued never-
theless that it was entitled to bring a direct cost recovery
action under sec. 107(a), because the language of sec. 107(a)
broadly permits any "person" to seek recovery of appro-
priate cleanup costs. Id. at 764. We rejected that argu-
ment, noting that:


. . . Akzo has experienced no injury of the kind that
would typically give rise to a direct claim under sec-
tion 107(a)--it is not, for example, a landowner forced
to clean up hazardous materials that a third party
spilled onto its property or that migrated there from
adjacent lands. Instead, Akzo itself is a party liable
in some measure for the contamination at the Fisher-
Calo site, and the gist of Akzo's claim is that the
costs it has incurred should be apportioned equitably

amongst itself and the others responsible. . . . That
is a quintessential claim for contribution.


Id. Both the majority and the dissenting judges agreed,
therefore, that Akzo's claim was governed solely by the
contribution action sec. 113(f). In other words, when two par-
ties who both injured the property have a dispute about
who pays how much--a derivative liability, apportionment
dispute--the statute directs them to sec. 113(f) and only to
sec. 113(f).


   Decisions in this area have not been notable for their
clarity. See generally Ann Alexander, "Standing under
Superfund secs. 107 and 113: Avoiding the Error of the Blind
Man and the Elephant," 10 BNA Toxics L. Rep. No. 6,
at 155 (July 12, 1995). The other courts of appeals that
have considered the problem have agreed with our con-
clusion that claims properly characterized as those for con-
tribution may normally be brought only under sec. 113(f).
See, e.g., Redwing Carriers, Inc. v. Saraland Apartments,
94 F.3d 1489, 1496 (11th Cir. 1996); United States v. Col-
orado & Eastern R.R. Co., 50 F.3d 1530, 1534-36 (10th
Cir. 1995); United Technologies Corp. v. Browning-Ferris
Industries, 33 F.3d 96, 101-03 (1st Cir. 1994), cert. denied,
115 S.Ct. 1176 (1995); Amoco Oil Co. v. Borden, Inc., 889
F.2d 664, 672 (5th Cir. 1989). These cases, like Akzo, all
involved PRPs who themselves contributed to part of the
problem. Also like Akzo, at least some of these courts
have acknowledged that a class of cases might remain in
which a PRP might sue under sec. 107(a). See Redwing Car-
riers, 94 F.3d at 1496; United Technologies, 33 F.3d at
99 n. 8.


   As our Akzo decision implied, we see nothing in the lan-
guage of sec. 107(a) that would make it unavailable to a par-
ty suing to recover for direct injury to its own land, under
circumstances where it is not trying to apportion costs
(i.e., where it is seeking to recover on a direct liability
theory, rather than trying to divide up its own liability
for someone else's injuries among other potentially respon-
sible parties). It is true that liability under sec. 107(a) is
joint and several, and sec. 113(f) exists for the express purpose
of allocating fault among PRPs. See Town of Munster,
Ind. v. Sherwin-Williams, 27 F.3d 1268, 1272 n. 2 (7th Cir.
1994); Environmental Transp. Systems, Inc. v. Ensco,
Inc., 969 F.2d 503, 508 (7th Cir. 1992). Nevertheless, one
of two outcomes would follow from a landowner suit under
sec. 107(a): either the facts would establish that the land-
owner was truly blameless, in which case the other PRPs
would be entitled to bring a suit under sec. 113(f) within
three years of the judgment to establish their liability
among themselves, or the facts would show that the land-
owner was also partially responsible, in which case it
would not be entitled to recover under its sec. 107(a) theory
and only the sec. 113(f) claim would go forward. Neither one
of those outcomes is inconsistent with the statutory
scheme promoting allocation of liability.


   The statutes of limitations available for sec. 107(a) and
sec. 113(f) actions also provide no reason for concern. Superfi-
cially, it is true that a cost recovery suit under sec. 107(a) must
be brought within six years (roughly speaking--in some
circumstances a shorter 3-year period applies), see 42 U.S.C.
sec. 9613(g)(2), while a seemingly shorter 3-year period ap-
plies to contribution actions, see 42 U.S.C. sec. 9613(g)(3).
The question is, however, three years from when? Contri-
bution actions may be brought within three years of either
the date of judgment in any cost recovery action or within
three years of the date of an administrative order under
secs. 9622(g) or (h), or a judicially approved settlement order.
In cases like Rumpke's, where no prior cost recovery ac-
tion or applicable order has been entered, it would there-
fore be impossible to use sec. 107(a) as a tool for obtaining
an advantage for limitations purposes. The contribution
claim would not accrue until one of the events specified
in sec. 9613(g)(2) occurred, at which time three years would
be available in which to file an appropriate suit.


   The language of sec. 113(f) also suggests that Rumpke's
sec. 107(a) suit is consistent with the statute as a whole. Sec-
tion 113(f)(1) begins with the following sentence:


   Any person may seek contribution from any other
person who is liable or potentially liable under section
9607(a) [sec. 107(a)] of this title, during or following any
civil action under section 9606 [sec. 106] of this title or
under section 9607(a) of this title.


Because neither a sec. 106 nor a sec. 107(a) proceeding has been
concluded, Rumpke's action obviously does not "follow"
such an action. Rumpke has brought its own sec. 107(a)
action, in Count I of its complaint. If it turns out that
Rumpke is not the innocent party it portrays itself to be,
then Rumpke will not qualify for the Akzo exception. It
would still be entitled to seek contribution for its expenses
from the other PRPs, assuming it met the requirements
of sec. 113(f)(1). (We acknowledge, as other courts have, that
this seems to provide a disincentive for parties volun-
tarily to undertake cleanup operations, because a sec. 106
or sec. 107(a) action apparently must either be ongoing or
already completed before sec. 113(f)(1) is available. This ap-
pears to be what the statute requires, however.)


   If one were to read sec. 107(a) as implicitly denying stand-
ing to sue even to landowners like Rumpke who did not
create the hazardous conditions, this would come perilous-
ly close to reading sec. 107(a) itself out of the statute. As
one district court in New Jersey recognized, this position
would "mean that Section 107(a) private party plaintiffs
will be few and far between. Truly innocent private party
plaintiffs would be limited to, for example, a neighbor of
a contaminated site who has acted to stem threatened re-
leases for which he is not responsible, see Akzo, 30 F.3d
at 764, or a party who can claim one of the complete de-
fenses set forth in 42 U.S.C. sec. 9607(b)." Stearns & Foster
Bedding Co. v. Franklin Holding Corp., 947 F. Supp. 790,
__, 1996 WL 705737 at *9 (D. N.J., Dec. 3, 1996). Not-
withstanding that observation, the New Jersey district
court adopted the narrower approach to sec. 107(a), relying
in part on a rather narrow reading of our Akzo opinion.
We disagree, however, that Akzo requires such a result,
or that it would be consistent with the broader purpose
and structure of CERCLA. We conclude instead that land-
owners who allege that they did not pollute the site in
any way may sue for their direct response costs under
sec. 107(a). To the extent this looks like an implied claim for
contribution, where the landowner is alleging that its
share should be zero, we note that dicta in the Supreme
Court's decision in Key Tronic Corp. v. United States, 511
U.S. 809 (1994), suggests that the Court was not disturbed
by that possibility. See 511 U.S. at 816.


   Rumpke, as a landowner seeking to recover for direct
injury to its property inflicted by the Cummins group,
was therefore entitled to sue under sec. 107(a). Unlike the
plaintiff in Akzo, Rumpke alleges that it was not respon-
sible for any of the waste at the Uniontown site. On the
basis of the present record, we must regard it as a land-
owner on whose property others dumped hazardous ma-
terials, before Rumpke even owned the property. We see
no distinction between this situation and a case where a
landowner discovers that someone has been surreptitiously
dumping hazardous materials on property it already owns,
apart from the potentially more difficult question of fact
about the landowner's own responsibility in the latter
case.


   Last, we must consider whether the contribution bar
of sec. 113(f)(2) has any role to play in a direct cost recovery
action under sec. 107(a). We conclude that it does not. The
theory of a direct cost recovery action is that other par-
ties must pay Rumpke for the cost of restoring the prop-
erty. Contribution among the defendants could be of no
possible benefit to a party entitled to recover its full
direct costs, nor could the settlement carve-out feature
of sec. 113(f)(2) be of any possible benefit to Rumpke as a
Uniontown PRP. Cummins conceded at oral argument
that its Seymour settlement will not and cannot reduce
Rumpke's liability as a landowner of Uniontown by as
much as a penny. This means that sec. 113(f)(2) has no role
to play insofar as this is a direct liability action under
sec. 107(a)(1).


   2.  Rumpke's sec. 113(f)(1) claim.  If the facts show, con-
trary to Rumpke's protestations, that it was partially
responsible for the mess at Uniontown, Akzo holds that
it can proceed only under sec. 113(f)(1) in a suit for contri-
bution. In that case, the scope of the settlement bar of
sec. 113(f)(2) would become important. We therefore turn to
the question whether the 1982 Seymour settlement ad-
dressed the Cummins defendants' liability for sites other
than the Seymour site itself.


   B.  Matters Addressed in the Settlement


   The starting point for our analysis of this question is,
as we noted in Akzo, the language of the consent decree
itself. We said there that "the 'matters addressed' by a
consent decree must be assessed in a manner consistent
with both the reasonable expectations of the signatories
and the equitable apportionment of costs that Congress
has envisioned." 30 F.3d at 766 (citation omitted). This
does not mean that the language of the decree is subject
to an ill-defined equitable trump card; the congressional
intent was viewed instead as something like a canon of
construction for the language of the decree. The Akzo
majority was especially concerned about the potential for
negotiated consent decrees to affect third-party rights,
through the contribution bar of sec. 113(f)(2). The statute it-
self addresses this problem directly, by making the contri-
bution bar applicable only for administrative and judicially
approved settlements, rather than to every private settle-
ment that might be negotiated. In keeping with this extra
care, Akzo held that terms in a decree that are especially
likely to affect third-party rights must be more explicit.
See id. at 766 n. 8, 768. Using this approach, the court
concluded that the consent decree before it did not bar
Akzo's claim, largely because "Akzo's work [stood] apart
in kind, context, and time from the work envisioned in
the consent decree . . . ." Id. at 767.


   None of the factors found important in Akzo suggest
that the 1982 Seymour decree addressed the settling par-
ties' liability for waste from Seymour Recycling dumped
at virtually any or every other spot on the globe, includ-
ing the Uniontown landfill. Rumpke's Uniontown work is
apart in "kind, context, and time" from the Seymour sur-
face cleanup. The decree defined, very specifically, the
parties' responsibilities for the Seymour Recycling site in
Seymour, Indiana. For example, Exhibit B of the decree
defined the decree's object as "The Removal and Disposal
of Drummed Hazardous Chemicals and Waste Materials
Located at: Seymour Recycling Center[,] Seymour, In-
diana." Section VIII of the decree gave the United States,
the State, and their authorized representatives "access
to the Seymour site at all times until such time as the
Work is completed." Section IX allowed the various gov-
ernmental authorities "access to the site for the sampling
of wastes at the site . . . ." Section XII itself, on which
the Cummins group has pinned its hopes, declared it to
be the intention of the parties "[t]o avoid litigation . . .
in connection with the Seymour site . . . ."


   Read as a whole, we do not find the decree to be am-
biguous. The Cummins defendants read far too much into
their ellipsis-ridden phrase "arising out of . . . the . . .
transportation . . . of any materials . . . from . . . the
Seymour site," when they claim that this covers all trans-
shipments away from the site. If we are playing with
ellipses, we could also say that the decree covers mat-
ters "arising out of the . . . transportation . . . of any
materials . . . near the Seymour site," but even Cummins'
lawyer agreed that it would be absurd to conclude that
the Cummins group was protected even if any of its
wastes had ever been "near" Seymour, perhaps passing
on their way to Uniontown or other locales.


   We agree with the district court that section XII of
the consent decree makes both internal sense and fits in
with the entirety of the settlement quite comfortably if
the word "from" is understood to relate to more modest
phenomena such as leaching and other similar leakage
from the Seymour site itself. This assures us that none
of the language is superfluous, as required by general con-
tract principles. See Restatement (Second) of Contracts
sec. 203(a) (1979) (stating that it is preferable to interpret
language in contracts such that all language has meaning
and effect). The Cummins group is protected from liability
for matters directly related to the Seymour site; the de-
cree does not have the global reach they have urged here.


   Because we find the decree clear on its face, it is neither
necessary nor appropriate to consider the defendants' ex-
trinsic evidence, including affidavits from the settling
defendants' lawyer about what he really meant in approv-
ing the language of section XII. United States v. Armour
& Co., 402 U.S. 673, 682 (1971) (noting that normally, "the
scope of a consent decree must be discerned within its
four corners"). See also Firefighters Local Union No. 1784
v. Stotts, 467 U.S. 561, 573 (1984) (quoting Armour);
United States v. ITT Continental Baking Co., 420 U.S.
223, 237 (1975) (plain meaning approach set out in Armour
applies when court is simply determining whether the par-
ties have violated the consent decree); Goluba v. School
Dist. of Ripon, 45 F.3d 1035, 1038 (7th Cir. 1995) (explicit
terms of consent decree control unless terms are facially
ambiguous). This decree settled the defendants' liability
for the Seymour site, not others.


   In response to the district court's first two questions,
we reiterate our holding in Akzo that nothing in the per-
tinent environmental statutes theoretically limits the
power of the United States to enter into a settlement that
addresses more than one facility. See Akzo, 30 F.3d at
766 n. 8, 768. In keeping with the approach we endorsed
in Akzo, however, the intent to sweep more than one site
into a settlement agreement must appear far more plainly
in the language of the agreement than we have here. Pull-
ing a few words out, with strategic ellipses, from a boiler-
plate list, where the entire remainder of the consent de-
cree deals with one and only one site, is not enough to
accomplish the global settlement goal.


   We therefore AFFIRM the district court's order deny-
ing summary judgment based on the 1982 consent decree
to Cummins Engine and its co-defendants, and granting
partial summary judgment on this issue to Rumpke.