Gnb Battery Technologies, Incorporated, Formerly Known as Gnb, Incorporated and Gnb Industrial Battery Company v. Gould, Incorporated

65 F.3d 615, 26 Envtl. L. Rep. (Envtl. Law Inst.) 20047, 41 ERC (BNA) 1289, 1995 U.S. App. LEXIS 25281, 1995 WL 527205

• Court: Court of Appeals for the Seventh Circuit
• Decided: September 6, 1995
• Docket: 94-1956
• Status: Published

Opinions

RIPPLE, Circuit Judge.

GNB Battery Technologies, Inc. and GNB Industrial Battery Company (collectively “GNB”) appeal the district court’s determination that GNB assumed liability for toxic waste generated by Gould’s battery business at sites other than those sold to GNB. For the following reasons, we affirm the decision of the district court.

I

BACKGROUND

A. Facts

Since the nineteenth century, Gould has been involved in the business of the manufacture, sale and reclamation of batteries. Facilities related to this business were located throughout the United States. Waste generated in Gould’s battery business, some of which is now considered hazardous under federal environmental laws, was disposed of “on-site” at its plant locations across the country or “off-site” at various common disposal facilities.

In the early 1980s, Gould, a publicly-held conglomerate, undertook a general corporate restructuring that involved selling off three primary divisions of its battery business.¹ In order to facilitate the sale of its battery business, Gould formed a wholly-owned subsidiary, GNB Batteries, Inc. (“GNB Batteries”), to which it then transferred the business and assets of its battery business. The transfer was accomplished through a Bill of Sale and Assignment, effective January 1, 1983.

Beginning in April 1983, Gould offered to sell all the stock of GNB Batteries to interested purchasers. Stanley Gaines, one of Gould’s senior vice-presidents, subsequently became interested in buying GNB Batteries from Gould. Together with Frank Beau-dette, the Controller of Gould’s automotive battery division, and Daniel Heffernan, a partner in the New York investment banking firm of Allen & Company, Gaines formed GNB Acquisition Corp. for that purpose.

Gould’s Board of Directors appointed Gaines as President of GNB Batteries. Three months later, Gould accepted GNB Acquisition Corp.’s bid for the purchase of GNB Batteries. From May 1983 until April 1984, Gould negotiated with GNB Acquisition Corp. over the terms of the sale. In December 1983, Gould and GNB Acquisition Corp. executed a Restated Purchase Agreement that detailed the terms of the sale of GNB Batteries. Gould also executed a Restated Assumption Agreement with GNB Batteries in which GNB Batteries agreed to assume “any and all obligations and liabilities of any nature ... of Gould relating to the businesses and operations of the [Battery] Divisions incurred by Gould or the Divisions prior to [April 6, 1984], except as otherwise provided in Exhibit A hereto and for the following obligations or liabilities:.... ” Richard Williams, who served as Gould’s Senior Vice President and General Counsel and as GNB Batteries’ Vice President, executed the assumption agreement on behalf of both Gould and GNB Batteries.

At the close of purchase, GNB Acquisition Coip. merged into GNB Batteries. GNB Batteries was later renamed GNB Incorporated and then GNB Battery Technologies, Inc. (“GNB”). GNB, one of the appellants, later incorporated Industrial Battery Co., the other appellant, as a wholly-owned subsidiary.

Five or six years after the closing of the Gould-GNB transaction, serious environmental problems relating to the battery business began to surface. The liability for such environmental damage is significant. Under the Resource Conservation and Recovery Act (“RCRA”) and the Comprehensive Environmental Liability Act (“CERCLA”), the Environmental Protection Agency (“EPA”) may hold a responsible person strictly liable for cleanup costs. Under CERCLA, however, a responsible party may be indemnified for its liability. The present conflict involves the extent to which GNB is responsible for environmental damage created by Gould during its 70 + years of battery business operation. GNB has agreed that it will indemnify Gould for any environmental liability deriving out of toxic waste stored at any facility sold to GNB. However, GNB asserts that it is not responsible for environmental liabilities that have arisen at Gould plants or common dump sites closed prior to the 1984 sale. In Gould’s view, GNB assumed all the environmental liabilities of Gould’s Battery Divisions, including (1) liabilities connected with facilities sold by Gould prior to 1983, when it transferred its battery business into GNB Batteries, and (2) liabilities connected with Gould’s disposal of wastes at common facilities before 1983.

B. District Court Proceedings

In April 1990, GNB filed a two-count declaratory judgment action against Gould. In the first count of its complaint, labeled “Declaratory Judgment Under CERCLA,” GNB requested a declaration that “GNB is not a potentially responsible party under Section 107(a) of CERCLA, 42 U.S.C. § 9607, for the hazardous waste disposed of by Gould at its battery manufacturing facilities not acquired by GNB or by Gould at common facilities.” R.l at 12. In the second count, termed “Declaratory Judgment Under Contract,” GNB requested a declaration that, “[u]nder the Restated Assumption Agreement, GNB did not undertake responsibility for Gould’s liability for environmental cleanups or damages for any Gould properties or manufacturing facilities ... [or] ... for common facilities.” R.l at 15. Gould filed a two-count counterclaim with its answer to GNB’s complaint. Gould’s counterclaim duplicated, in many respects, GNB’s complaint. In Count One, it sought a declaration that GNB was liable to it under CERCLA, and in Count Two, it sought a declaration that GNB was responsible under the Restated Assumption Agreement for Gould’s environmental liabilities complaint. Gould also raised a breach of warranty claim in which it alleged that GNB had breached its contractual obligation by its refusal to indemnify Gould.

In November 1990, the district court granted summary judgment against GNB on the breach of warranty claim but otherwise dismissed the counterclaim. In April 1992, both parties filed additional motions for summary judgment on the remaining claims, and in September, the district court denied the motions in part, concluding that a genuine issue of material fact existed as to whether the Restated Assumption Agreement transferred environmental liabilities for prior Gould operations to GNB.

At trial, the district court concluded that the Restated Assumption Agreement unambiguously transferred the disputed environmental liabilities to GNB. The court stated that, even assuming that the Restated Assumption Agreement was ambiguous, “the parol evidence presented at trial strongly supports our finding that Gould intended to convey, and GNB Acquisition understood that it was assuming, all of Gould’s liability arising out of its earlier dumping and storage of toxic waste.” Mem.Op. at 13.

II

ANALYSIS

Before turning to the merits of the dispute which the parties bring to us, we turn first to a matter of jurisdiction. “That the parties have not contested, nor the district court considered jurisdiction does not impede our inquiry. We are required to satisfy ourselves not only of our own jurisdiction, but also the jurisdiction of the district court.” Commercial Nat'l Bank v. Demos, 18 F.3d 485, 487 (7th Cir.1994) (citations and quotations omitted).

A. Subject Matter Jurisdiction

The Declaratory Judgment Act, 28 U.S.C. § 2201(a), provides:

In a case of actual controversy within its jurisdiction, ... any court of the United States, upon the filing of an appropriate pleading, may declare the rights and other legal relations of any interested party seeking such declaration, whether or not further relief is or could be sought. Any such declaration shall have the force and effect of a final judgment or decree and shall be reviewable as such.

However, because the Declaratory Judgment Act is not an independent source of federal subject matter jurisdiction, see Shelly Oil Co. v. Phillips Petroleum Co., 339 U.S. 667, 671, 70 S.Ct. 876, 878-79, 94 L.Ed. 1194 (1950), the district court must possess an independent basis for jurisdiction. In this case, GNB premises jurisdiction over Count One on “federal question” jurisdiction. See 28 U.S.C. § 1331. The “presence or absence of federal-question jurisdiction is governed by the “well-pleaded complaint rule,’ which provides that federal jurisdiction exists only when a federal question is presented on the face of the plaintiffs properly pleaded complaint.” Burda v. M. Ecker Co., 954 F.2d 434, 438 (7th Cir.1992).

Under the “well-pleaded complaint” rule, “federal law must create the cause of action, or some substantial, disputed question of federal law must be an element in the plaintiffs claim.” Commercial Nat’l Bank v. Demos, 18 F.3d 485, 488 (7th Cir.1994); see generally Ceres Terminals, Inc. v. Industrial Comm’n, 53 F.3d 183 (7th Cir.1995). In declaratory judgment cases, the well-pleaded complaint rule dictates that jurisdiction is determined by whether federal question jurisdiction would exist over the presumed suit by the declaratory judgment defendant. Nuclear Eng’g Co. v. Scott, 660 F.2d 241, 253 (7th Cir.1981), cert. denied, 455 U.S. 993, 102 S.Ct. 1622, 71 L.Ed.2d 855 (1982). In this case, Count One of GNB’s complaint presumes the possibility of an action by Gould under §§ 107(a) and 113(f)(1) of CERCLA, 42 U.S.C. §§ 9067(a), 9613(f)(1), a federal cause of action.² Thus, GNB’s complaint is a request for a declaration of nonliability under CERCLA. It therefore constitutes an adequate request for declaratory relief and supports our federal question jurisdiction.

To complete our inquiry about the jurisdiction of the district court, “we must address the separate and distinct jurisdictional question of constitutional dimension” of whether an “actual controversy” existed over GNB’s liability to Gould under CERCLA. See Nuclear Eng’g Co., 660 F.2d at 251; see also Deveraux v. City of Chicago, 14 F.3d 328, 330 (7th Cir.1994) (“The Supreme Court recently has reminded us that ‘[t]he exercise of judicial power under Art. Ill of the Constitution depends on the existence of a case or controversy,’ and ‘a federal court [lacks] the power to render advisory opinions.’ ”) (citations omitted). We have recognized that “the distinction between a ‘controversy’ in the Article III sense and an abstract question of law ‘is necessarily one of degree, and it would be difficult, if it would be possible, to fashion a precise test for determining in every case whether there is such a controversy.’ ” Deveraux, 14 F.3d at 330. Nevertheless, “[t]he test to be applied to determine the existence of an actual controversy in the context of a declaratory judgment action is “whether ... there is a substantial controversy, between parties having adverse legal interests, of sufficient immediacy and reality to warrant the issuance of a declaratory judgment.’” Nuclear Eng’g Co., 660 F.2d at 251-52 (citations omitted). In this case, in which a declaratory judgment plaintiff files an action in anticipation of a threatened action by the declaratory judgment defendant, the real and immediate possibility of such litigation is sufficient to create a justiciable controversy. See Cardinal Chem. Co. v. Morton Int’l, Inc., — U.S. -, -, 113 S.Ct. 1967, 1974-75, 124 L.Ed.2d 1 (1993). Looking only to the complaint,³ we must assure ourselves that the possibility of suit under CERCLA is sufficiently real and immediate. In making this judgment, we must evaluate the complaint as a whole and assess the totality of the circumstances. See Trippe Mfg. Co. v. American Power Conservation Corp., 46 F.3d 624, 627 (7th Cir.1995).

In evaluating the complaint, we also must remember that, just as federal courts have an obligation not to exercise jurisdiction that they do not have, they also have an obligation to decide cases that are within their jurisdiction. It is well established that pleadings in declaratory judgment actions are subject to the same rules of notice pleading as all other actions. See 5 Charles A. Wright & Arthur R. Miller, Federal Practice and Procedure § 1238, at 285 (1990). There are no special pleading requirements for environmental lawsuits; the standards that apply in all other federal lawsuits apply here as well. Absent congressional direction through statute or action under the Rules Enabling Act, it is not our prerogative to legislate higher standards in this type of case or in any other case. Cf. Leatherman v. Tarrant County Narcotics Intelligence & Coordination Unit, — U.S. -, -, 113 S.Ct. 1160, 1161-63, 122 L.Ed.2d 517 (1993) (holding that a heightened standard of pleading, judicially created, is not permitted in civil rights cases).

GNB’s complaint specifically asks for a declaration of nonliability under CERCLA As we acknowledged in Kerr-McGee Chem. Corp. v. Lefton Iron & Metal Co., 14 F.3d 321 (7th Cir.1994), the question of CERCLA liability and the interpretation of any indemnification agreement among the parties liable for the clean-up are inextricably related. Of particular importance is the reality that statutory liability under CERCLA endures even if contractual liability is later determined to be non-existent. Because, under the “totality of the circumstances,” GNB has alleged sufficiently that Gould seeks to impose CERCLA liability on it, there is an adequate basis for a case or controversy to exercise jurisdiction.

Indeed, to the degree that the issues of CERCLA liability and contractual liability are inextricably interrelated, the district court was presented not with a question of justiciability in the constitutional sense, but with a prudential concern as to whether, in the context of a declaratory judgment action, it was appropriate to grant declaratory relief on the applicability of CERCLA. We believe this issue is best left to the sound discretion of the district court. See Wilton v. Seven Falls Co., — U.S. -, -, 115 S.Ct. 2137, 2144, 132 L.Ed.2d 214 (1995). The district court expressed no reservation about entertaining the facially appropriate request for declaratory relief with respect to the plaintiffs liability under CERCLA. It detected no attempt to invoke artificially its jurisdiction to decide a controversy that was more academic than immediate. We see no reason to question that judgment.

B. Prematurity of Appeal

GNB challenges our appellate jurisdiction on the ground that the district court’s order is not a final decision. See 28 U.S.C. § 1291. It submits that the district court failed to enter a final order declaring the rights of the parties. It further submits that the pendency of litigation for additional relief under 28 U.S.C. § 2202 renders any declaratory judgment non-final. We shall examine each of these contentions.

Upon examination of the record, we cannot agree that the district court failed to declare adequately the rights and obligations of the parties. When the laconic Rule 58 judgment is read with the accompanying opinion of the district court, it is clear that the court declared the rights of the parties. See Massey Ferguson Div. of Varity Corp. v. Gurley, 51 F.3d 102, 105 (7th Cir.1995); Abbs v. Sullivan, 963 F.2d 918, 923 (7th Cir.1992); see also Kunkel v. Continental Casualty Co., 866 F.2d 1269, 1273 n. 3 (10th Cir.1989).

Nor do we believe that the pendency in the district court of an action for additional relief under 28 U.S.C. § 2202 makes the declaratory judgment of the district court non-final. We agree with the other courts that have confronted the issue that proceedings for relief under this section are not the functional equivalent of a motion to alter or to amend the judgment.⁴ Indeed, the very purpose of a motion under this section of the judicial code is not to change the declaratory judgment but to enforce it. See Abbs v. Sullivan, 963 F.2d 918, 923 (7th Cir.1992).

C. Liability and the Restated Assumption Agreement

Our review of the district court’s interpretation of the purchase agreement and other related documents is a matter of law, subject to the de novo standard of review. Central States v. Hartlage Truck Serv., Inc., 991 F.2d 1357, 1361 (7th Cir.1993). In con-staling contractual agreements,⁵ we shall “give effect to the reasonable expectations of the parties.” Lowrance v. Hacker, 888 F.2d 49, 51 (7th Cir.1989); see In re Envirodyne Indus., Inc., 29 F.3d 301, 305-06 (7th Cir.1994) (holding that we must interpret a contract in light of the concrete circumstances in which it was written). To preserve such expectations, a contract must be considered in its entirety; all documents that are entered into simultaneously, should be construed together.⁶ If it is determined that the relevant documents are unambiguous, the court need not consider the trial parol evidence, and should give the plain meaning of the documents effect without resorting to rules of. contract construction. Harris Trust & Sav. Bank v. Hirsch, 112 Ill.App.3d 895, 68 Ill.Dec. 383, 386, 445 N.E.2d 1236, 1239 (1983); see Ryan v. Chromalloy Am. Corp., 877 F.2d 598, 602 (7th Cir.1989).

I. The Restated Assumption Agreement

The operative document in this case is the Restated Assumption Agreement. This document was structured to transfer liabilities from Gould to its wholly-owned subsidiary, at the time, GNB Batteries. Gould and GNB Batteries were the only signatories to the agreement.

a.

The district court did not err in determining that the Restated Assumption Agreement, alone, unambiguously transferred all of Gould’s Battery Division liabilities to GNB. The language of the Restated Assumption Agreement was sufficiently broad to encompass any CERCLA liabilities that may arise. An agreement need not expressly reference CERCLA to transfer liability under CERCLA; paragraph three of the Assumption Agreement effectively transferred CERCLA liability to GNB Batteries.⁷ See Olin Corp. v. Consolidated Aluminum Corp., 5 F.3d 10, 14 (2d Cir.1993) (concluding that an agreement transferring “all liability” transfers responsibility for all CERCLA liability, even if it does not expressly reference CERCLA).

GNB contends that the Restated Assumption Agreement should be interpreted to encompass only prospective CERCLA liabilities relating to the particular Battery Group plants and assets conveyed by Gould in the Bill of Sale executed in 1983. We agree with the district court, however, that such an interpretation conflicts with the plain language of the Restated Assumption Agreement. When interpreting a contract, we cannot read terms into the language that are not expressly stated, see Heath v. A.B. Dick Co., 253 F.2d 30, 33-34 (7th Cir.1958), nor will we ignore terms that are explicitly written therein. A contractual interpretation that gives reasonable meaning to all of the terms in an agreement is preferable to an interpretation which gives no effect to some terms. See Murphy v. Keystone Steel & Wire Co., 61 F.3d 560, 564-65 (7th Cir.1995). With these principles in mind, we cannot accept the proposition that Gould limited the environmental liabilities associated with its Battery Division, with the exception of those liabilities specifically exempted, to the prospective liabilities for facilities that were purchased in 1983; to hold otherwise would eviscerate the import of many terms in the Restated Assumption Agreement.

We especially note the existence of the three specific exemptions provided in paragraph three of the document. The enumeration of these exemptions indicates that the parties intended to exempt only the situations that they specifically itemized. See Fuja v. Benefit Trust Life Ins. Co., 18 F.3d 1405, 1409-10 (7th Cir.1994); Petrilli v. Drechsel, 910 F.2d 1441, 1447-48 (7th Cir.1990). It is particularly important that specific exemptions provided in paragraph three involved matters that related to incidents that occurred at Battery Division sites that were not owned by GNB at the time of sale. If the document is to be read as exempting all former liabilities relating to the Battery Divisions, as GNB contends, it would not have been necessary to exempt specifically the former sites. We cannot accept GNB’s proposition, and consequently concur with the district court that such an interpretation effectively would make the language of such exemptions superfluous.

GNB additionally submits that the use of the word “incurred” in paragraph three of the Restated Assumption Agreement limits its liability. The relevant portion of paragraph three of the Restated Assumption Agreement provides that Gould transferred to GNB Batteries “any and all obligations and liabilities ... incurred ... prior to the Effective Date.” R. 123, Ex. F at 2. Consequently, GNB contends, liabilities are not “incurred” under CERCLA until “(1) hazardous substances are released or have been threatened to be released from the facility; and (2) the release or threat of release has required that response costs be expended by the United States, an individual state or a private party.” Appellant’s Br. at 31 (citing United States v. Union Scrap Iron & Metal, 123 B.R. 831, 837 (D.Minn.1990)).

The district court concluded that such a reading would render the rest of the language of the Assumption Agreement meaningless, and thus would be an impermissible construction. We agree. First, as we have stated, Illinois law provides that all words in a contract are to be given their plain ordinary meaning.⁸ Given this principle, the word “incurred” can be interpreted only as referring to the actions that would give rise to liability. Because the acts giving rise to CERCLA and RCRA liability already had occurred at the time of sale, the language and structure of the Agreement require that the Agreement encompass all environmental liabilities transferred at purchase.⁹ CERC-LA hardly requires, expressly or by implication, that a document transferring environmental liabilities use the necromantic definition of “incurred” offered by GNB. In fact, GNB’s interpretation of the term “incurred” fails to give meaning to a significant portion of paragraph three. Paragraph three states that “GNB shall assume ... any and all liabilities of any nature (whether accrued, absolute, contingent or otherwise).... ” Plainly, the Agreement contemplated the transfer of all of Gould’s liabilities whether they were known or not, and whether they had been identified and responded to or not.

We reiterate that the very existence of the specific exemptions of liability in paragraph three militates against concluding that the Agreement did not transfer all of the liabilities and obligations of Gould except those specifically delineated. One of the exemptions listed in paragraph three, termed “Retained Litigation” in Exhibit B, excepted several environmental liabilities deriving out of former Battery Division facilities. Using GNB’s limited definition of “incurred” would render this exemption meaningless because GNB would not have assumed any such types of liabilities in the first instance. Aceordingr ly, we agree with the district court that “incur” was not so limited.

2. The Other Purchase Documents

GNB further contends that the Restated Assumption Agreement (effective Dec. 31, 1983) and amendment (entered into Apr. 6,1984) must be read in conjunction with the Bill of Sale (effective Jan. 1, 1983) and the Restated Purchase Agreement (executed in Dec. 1983) because they were “entered into simultaneously.” GNB submits that, when the documents are read together, the Restated Assumption Agreement should be interpreted as to not transfer all environmental liabilities. This approach presents, however, several difficulties. First, the documents were not executed at the same time and therefore should not be interpreted together. See Lippo v. Mobil Oil Corp., 776 F.2d at 713 n. 13. The original Assumption Agreement (executed Jan. 1, 1983), from which the majority of the language of the Restated Assumption Agreement originated, was executed significantly before the Restated Purchase Agreement.

Second, the purpose of the Restated Assumption Agreement — to transfer all liabilities concerning the battery business to Gould’s subsidiary — precludes such a view. The purpose of the Bill of Sale was to transfer all tangible and intangible property and assets associated with Gould’s Battery business. By contrast, the Restated Assumption Agreement was intended to transfer obligations and liabilities of Gould. To this end, Gould presented testimony that its intent was to extricate the company from all environmental liabilities. See Appellee’s Br. at 18. Key participants in GNB received drafts of the Restated Assumption Agreement; GNB’s Mr. Gaines was involved intimately in the Gould-GNB Battery transfer. It is difficult to conclude that GNB was not aware of Gould’s desire to transfer all liabilities, or that GNB actually believed that it was not assuming all the environmental liabilities, contingent or not, that derived from Gould’s 70+ years of battery operations.

3. Ambiguity and Parol Evidence

Although we believe that the relevant documents are not ambiguous, we shall nevertheless address GNB’s submission that the district court improperly construed the Restated Assumption Agreement by failing to consider the intent of GNB, and instead considering only the knowledge of some of the members involved in the Acquisition Corp. We review such an issue for clear error; we must give great deference to the trial court’s determination of the relative merit and credibility of parol evidence. Anderson v. Bessemer City, 470 U.S. 564, 575, 105 S.Ct. 1504, 1512, 84 L.Ed.2d 518 (1985).

Parol and extrinsic evidence are helpful to a court when it is confronted by a contract that is ambiguous. See Occidental Fire & Casualty Co. v. Continental Bank, N.A., 918 F.2d 1312, 1315 (7th Cir.1990). In considering the extrinsic evidence, the district court focused on the knowledge of key GNB personnel. Under the circumstances presented here, we do not believe that the district court can be faulted for this approach. Adopting this perspective hardly shows that the district court confused knowledge with intent. Rather, the knowledge of the GNB personnel who were involved in the negotiations is highly relevant and probative on the issue of intent. See Farm Credit Bank v. Whitlock, 144 Ill.2d 440, 163 Ill.Dec. 510, 513, 581 N.E.2d 664, 667 (1991). The district court had every right to probe why GNB personnel failed to insert any language specifically absolving GNB from liability even though they were intimately involved in the sale transaction and were aware of the environmental liability potential. Gould and its subsidiary, GNB, were the only signatories on the Restated Assumption Agreement. The uncontroverted evidence presented at trial indicated that Gould “intended to sell its battery operations — the good and the bad and the ugly.” See Mem.Op. at 13-14.

Also, we do not accept GNB’s argument that the intent of the parties must have been to limit transfer of environmental liabilities because Gould’s sweep process (a preliminary investigation by Gould) did not address former Gould battery sites that might have contained potential environmental problems. The district court was entitled to be more impressed with GNB’s absence of concern about the matter. No concern over the potential liabilities was raised with Gould. The district court was also entitled to assign significant weight to the letter from the law firm of Briggs and Morgan advising GNB about the potential environmental problems arising out of the purchase. The letter provided:

[The] acquisition of obligations and liabilities will generally include all known and unknown environmental liabilities and problems, except as set forth in the December 13, 1983 Agreement at paragraph 2.07(a). This acquisition of potential environmental liabilities is consistent with my understanding of the philosophy of this transaction [GNB Acquisition] intends to take the positive and negative aspects of the battery business.

Defendant’s Tr.Ex. 171 at 1. The district court stated that although Mr. Larson, the author of the letter, testified at trial that the letter referred only “to environmental liabilities relating to the assets conveyed to GNB Acquisition, his letter makes no such distinction.” Mem.Op. at 15. We must defer to the court’s decision about the weight to be assigned to this evidence.

After reviewing the entire record, we are not left with a definite and firm conviction that a mistake has been committed; the district court took a permissible view of the evidence. We can require no more. See Anderson v. Bessemer City, 470 U.S. at 573, 105 S.Ct. at 1511; Roper v. Peabody Coal Co., 47 F.3d 925, 927 (7th Cir.1995). In sum, the evidence of record supports the conclusion that GNB was on notice of the potential environmental liabilities. The district court was entitled to conclude that the absence of further discussion supports the conclusion that GNB intended to assume the disputed liabilities. The district court acted well within its authority in making the conclusions that it did make. We find no error in the district court’s consideration and interpretation of the extrinsic and parol evidence offered in regard to the Restated Assumption Agreement.

Conclusion

For the foregoing reasons, the decision of the district court on the merits is affirmed.

AFFIRMED.

1 . Gould's battery business consisted of three divisions: an automotive battery division, an industrial battery division, and a metals division (hereinafter the "Battery Divisions”).

2 . Section 107(a) permits a party that has incurred “necessary costs of response” consistent with the national contingency plan to sue four different potentially responsible parties — present and past owners of the site, off-site generators and others who arranged for treatment and disposal at the site, and transporters who brought waste to the site. See 42 U.S.C. § 9607(a); see also Kerr-McGee Chem. Corp. v. Lefton Iron & Metal Co., 14 F.3d 321, 325 (7th Cir.1994) (enumerating elements of CERCLA liability). GNB alleged in its complaint that Gould had incurred such response costs.

Section 113(f)(1) provides that potentially responsible parties have rights of contribution against each other:

(1) Contribution. Any person may seek contribution from any other person who is liable or potentially liable under section [107(a)] of this title, during or following any civil action under section [106] of this title or under section [107(a)] of this tide. Such claims shall be brought in accordance with this section and the Federal Rules of Civil Procedure, and shall be governed by Federal law. In resolving contribution claims, the court may allocate response costs among liable parties using such equitable factors as the court determines are appropriate. Nothing in this subsection shall diminish the right of any person to bring an action for contribution in the absence of a civil action under section [106] or section [107] of this title.

42 U.S.C. § 9613(f)(1).

3 . In determining jurisdiction, we do not look beyond the complaint. Ordinarily, we determine jurisdiction from the face of that complaint without any investigation into the facts underlying the complaint. Where a party or the district court have raised questions about the factual predicates to jurisdiction, the party invoking jurisdiction may be required to support its jurisdictional allegations with competent proof. NLFC, Inc. v. Devcom Mid-America, Inc., 45 F.3d 231, 237 (7th Cir.1995); Grafon Corp. v. Hausermann, 602 F.2d 781, 783 (7th Cir.1979). Because our concerns with jurisdiction in this case do not extend beyond the face of the pleadings, we need not look further. See Pennell v. San Jose, 485 U.S. 1, 7, 108 S.Ct. 849, 855, 99 L.Ed.2d 1 (1988).

4 . See Gant v. Grand Lodge, 12 F.3d 998, 1001-02 (10th Cir.1993), cert. denied, — U.S. -, 114 S.Ct. 1834, 128 L.Ed.2d 462 (1994); Insurance Servs. of Beaufort, Inc. v. Aetna Casualty & Sur. Co., 966 F.2d 847, 851-52 (4th Cir.1992); Omaha Indem. Ins. Co. v. Cardon Oil Co., 687 F.Supp. 502, 503 (N.D.Cal.1988), aff'd, 902 F.2d 40, 1990 WL 55904 (9th Cir.1990); Horn & Hardart Co. v. National R.R. Passenger Corp., 659 F.Supp. 1258, 1263 (D.D.C.1987), aff'd, 843 F.2d 546, 548-49 (D.C.Cir.), cert. denied, 488 U.S. 849, 109 S.Ct. 129, 102 L.Ed.2d 102 (1988).

5 . Both parties agree, and the contracts provide, that Illinois law governs the interpretation of the documents.

6 . Berkeley Properties v. Balcor Pension Investors II, 227 Ill.App.3d 992, 169 Ill.Dec. 576, 579, 592 N.E.2d 63, 66 (1992); In re Klinker’s Estate, 399 N.E.2d 299, 301 (Ill.App.Ct.1979); see also Preze v. Board of Trustees, 5 F.3d 272, 274 (7th Cir.1993) (holding that a document should be read as a whole so that all of its parts will be given effect); hippo v. Mobil Oil Corp., 776 F.2d 706, 713 n. 13 (7th Cir.1985) (holding that related documents must be read together).

7 . Paragraph 3 of the Restated Assumption Agreement provides:

On the Effective Date, GNB shall assume, pay, perform or discharge as they become due any and all obligations and liabilities of any nature (whether accrued, absolute, contingent or otherwise) of Gould relating to the businesses and operations of the Divisions incurred by Gould or the Divisions prior to the Effective Date, except as otherwise provided in Exhibit A hereto and for the following obligations and liabilities:

(a) any obligations or liabilities arising from the claims or causes of action listed and described on Exhibit B attached hereto and made a part hereof (collectively referred to herein as "Retained Litigation"); and

(b) liabilities or obligations arising from claims, proceedings or causes of action resulting from property damage or personal injuries caused by products manufactured by the Divisions, the occurrence of which is prior to the Effective Date.

R.123, Ex.F at 2-3.

8 . La Salle Nat'l Trust, N.A. v. Village of Westmont, 264 Ill.App.3d 43, 201 Ill.Dec. 725, 740, 636 N.E.2d 1157, 1172 (1994); USG Interiors, Inc. v. Commercial & Architectural Prods., Inc., 241 Ill.App.3d 944, 182 Ill.Dec. 277, 609 N.E.2d 811 (1993).

9 . See SmithKline Beecham Corp. v. Rohm & Haas Co., 854 F.Supp. 1201, 1206 (E.D.Pa.1994) ("The term ‘liability’ has an extremely expansive meaning. Black's Law Dictionary states that the term ‘has been referred to as of the most comprehensive significance, including almost every character of hazard or responsibility, absolute, contingent or likely.’ ”) (citation omitted).