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COMPLAINT

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Suzanne R. Varco, Bar No. 163304

Linda C. Beresford, Bar No. 199145

OPPER & VARCO, LLP

225 Broadway, Suite 1900

San Diego, California 92101

Telephone: (619) 231-5858

Facsimile: (619) 231-5853

Attorneys for Plaintiff, GREYHOUND LINES, INC.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF ARIZONA

GREYHOUND LINES, INC., a Delaware 

corporation,

Plaintiff,

vs.

VIAD CORP, a Delaware corporation,

Defendant.

Case No.:

COMPLAINT OF GREYHOUND LINES, 

INC. AGAINST VIAD CORP FOR COST 

RECOVERY UNDER THE 

COMPREHENSIVE ENVIRONMENTAL 

RESPONSE COMPENSATION & 

LIABILITY ACT, BREACH OF 

CONTRACT, CONTRACTUAL

INDEMNITY, DECLARATORY RELIEF, 

AND PRIVATE NUISANCE

Plaintiff GREYHOUND LINES, INC. (“Plaintiff GLI” or “GLI”), complains and 

alleges as follows:

PARTIES

1. Plaintiff GLI is a corporation incorporated under the laws of the State of Delaware, 

having its principal place of business in Dallas, Texas. Plaintiff GLI has at all relevant times 

been authorized to do business in the State of Arizona, and has done and continues to do 

business in Arizona and within this District.

2. Plaintiff GLI is the corporate successor to GLI Operating Company, a Delaware 

corporation, GLI Holding Company, a Delaware corporation, GLI Bus Operations Holding 

Company, a Delaware corporation, and GLI Merger Company, a Delaware corporation. 

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COMPLAINT

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Unless otherwise indicated, further references to “Plaintiff” in this Complaint will refer to 

Plaintiff GLI and its corporate predecessors.

3. Plaintiff GLI is informed and believes and thereon alleges that Defendant VIAD 

CORP. (“Viad”) is a corporation incorporated under the laws of the State of Delaware, having 

its principal place of business in Phoenix, Arizona. Plaintiff GLI is informed and believes and 

thereon alleges that Defendant Viad was formerly known as The Greyhound Corporation, an 

Arizona corporation. 

4. Plaintiff GLI is informed and believes and thereon alleges that Transportation 

Leasing Co. (“TLC”), who is not a named defendant in this complaint, was a corporation 

incorporated under the laws of the State of California, having its principal place of business in 

Phoenix, Arizona. Plaintiff GLI is informed and believes and thereon alleges that TLC was 

formerly known as Greyhound Lines, Inc., a California corporation, until a name change 

occurred in 1987. Plaintiff GLI is informed and believes and thereon alleges that TLC was a 

wholly owned subsidiary of Defendant Viad until its dissolution in 2000, at which time Viad 

assumed TLC’s obligations, responsibilities and liabilities. Therefore, unless otherwise 

indicated, references to “Viad” or “Defendant” in this complaint include Defendant Viad, its 

corporate predecessors, and TLC and its corporate predecessors, for which Viad has liability.

5. Plaintiff GLI is informed, believes and thereon alleges that at all relevant times 

Viad is and was authorized to do business in the State of Arizona, that Viad has done business 

in Arizona and within this District, and that Viad continues to do business in Arizona and 

within this District. 

NATURE OF THE ACTION

6. Defendant Viad owned and operated multiple properties across the nation for 

numerous decades before Viad sold those properties to Plaintiff. Plaintiff alleges that 

environmental contamination occurred at the properties during the time that Viad owned and 

operated the properties, and therefore Viad is responsible to pay the costs to clean up such 

properties.

///

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COMPLAINT

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7. Plaintiff and Defendant Viad entered into certain contracts whereby Viad is 

obligated to provide indemnification to Plaintiff for certain environmental obligations arising 

prior to March 1, 1992. Plaintiff alleges that Defendant Viad has corporate successor liability 

for all actions and obligations of TLC alleged in this Complaint. 

JURISDICTION

8. This Court has subject matter jurisdiction under 28 U.S.C. section 1331 because this

matter arises under the laws of the United States, specifically under the Comprehensive 

Environmental Response Compensation & Liability Act, 42 U.S.C. § 9601 et seq. 

9. This Court also has subject matter jurisdiction over Plaintiff GLI’s claims brought 

under state law by virtue of the supplemental jurisdiction provided in 28 U.S.C. § 1367, and 

under the doctrine of pendent jurisdiction set forth in United Mine Workers v. Gibbs, 383 U.S. 

715 (1966). Plaintiff GLI’s claims under state law arise from the same nucleus of operative 

facts as the claims under federal law.

VENUE

10. Venue is proper in this district pursuant to 28 U.S.C. § 1391(b)(2) and 1391(b)(3) 

because a substantial part of the events giving rise to the claim occurred in this district and 

because there is no other district in which all actions alleged herein may be brought and 

Defendant is subject to the court’s personal jurisdiction in this district. Additionally, the terms 

of the contracts at issue in the case require all claims to be brought in Arizona. 

GENERAL ALLEGATIONS

11. Defendant Viad, through its predecessors, owned and operated multiple properties 

across the United States for numerous decades from approximately the 1950s to the 1980s. 

During the time that Viad owned and operated those properties, many of the properties became 

impacted with environmental contamination.

12. On or about December 22, 1986, the corporate predecessors to Plaintiff GLI (GLI 

Operating Company, GLI Holding Company, GLI Bus Operations Holding Company and GLI 

Merger Company) and the corporate predecessors to Defendant Viad (The Greyhound 

Corporation and Greyhound Lines, Inc.) entered into an Acquisition Agreement (the 

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“Acquisition Agreement”), whereby Plaintiff purchased certain assets and leases from 

Defendant. The Acquisition Agreement was subsequently amended on January 31, 1987, and 

again on March 18, 1987.

13. The Acquisition Agreement contemplated the sale of certain real property assets 

from Defendant to Plaintiff. 

14. The Acquisition Agreement provided that Defendant would indemnify Plaintiff for 

any liability or obligation of Defendant, as well as any claim for property damage resulting 

from Defendant’s prior activities at the transferred properties.

15. A Third Amendment to Acquisition Agreement (“Third Amendment”) was entered 

into between Plaintiff and Defendant on March 18, 1987. The Third Amendment provided that 

Defendant would indemnify Plaintiff for Defendant’s proportionate share of costs, fees, 

expenses, fines, penalties, or any governmental levies associated with environmental 

remediation necessitated by leaking underground storage tanks and other hazardous substances 

located at properties previously owned by Defendant which had been sold to Plaintiff.

16. The Third Amendment further provided that Plaintiff “shall not be obligated to bear 

any costs, fees, expenses, fines, penalties or any other governmental levies associated with 

remediation done in respect of leaks from such tanks . . . or for the actual costs or expenses of 

remediation of the properties where such tanks are located . . . .”

17. After realizing that many of the properties which Plaintiff had acquired from 

Defendant had environmental contamination, in or about August 1991, Plaintiff and Defendant

entered into a Claims Treatment Agreement which modified the indemnity provisions of the 

Third Amendment. The Claims Treatment Agreement required Defendant to indemnify 

Plaintiff for environmental liabilities which were identified prior to March 1, 1992.

18. On October 1, 1991, Defendant confirmed by letter sent to Plaintiff, the 

proportionate allocation of Defendant’s liability and obligation to pay for environmental 

assessment and remediation costs associated with thirty-seven (37) properties identified in the 

letter. A true and correct copy of the October 1, 1991 letter is attached as Exhibit A to this 

Complaint.

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COMPLAINT

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19. Included in the 37 properties identified in the October 1, 1991 letter, Viad

confirmed Defendant’s proportionate share of environmental assessment and remediation costs 

with respect to the following five properties:

a. Jacksonville, Florida, Location #4709/4710;

b. Memphis, Tennessee, Location #4012/4013;

c. Miami, Florida, Location #4721;

d. Oakland, California, Location #8934; and 

e. Seattle, Washington, Location #7882.

20. On October 23, 1991, Viad confirmed Defendant’s proportionate share of 

environmental assessment and remediation costs for the property located in Portland, Oregon, 

Location #7998. A true and correct copy of the October 23, 1991 letter is attached as Exhibit 

B to this Complaint. The five properties identified in paragraph 19, and the Portland site 

identified in this paragraph, will hereafter be referred to in this complaint as the “Listed 

Properties.”

21. On March 10, 1999, Plaintiff and Defendant entered into a Settlement Agreement 

(“Settlement Agreement”) whereby Defendant confirmed its indemnity obligations to Plaintiff

for properties where Defendant was notified about contamination prior to March 1, 1992. The 

Settlement Agreement stated that Defendant would indemnify Plaintiff for:

“any and all liabilities and obligations, whether statutory, regulatory, 

contractual, legal, financial or otherwise, relating to the physical or 

environmental condition of a Property . . . including but not limited to the 

presence, use or release of Hazardous Materials . . . at a Property, the 

migration of Hazardous Materials to or from a Property, the transportation of 

Hazardous Materials from a Property, or off-site disposal of Hazardous 

Materials which were kept, used or stored at a Property, regardless of whether 

such liability of obligation is predicated upon tort, contract, strict liability, 

warranty, Superfund, the Comprehensive Environmental Response, 

Compensation and Liability Act of 1980, as amended, or any other state or 

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federal statute, law, ordinance, or other basis of liability for damage to the 

environment; . . . .”

22. Contamination by petroleum products and other hazardous substances has been 

identified at the Listed Properties.

23. As confirmed in the October 1 and October 23, 1991 letters, the contamination at 

the Listed Properties was identified prior to March 1, 1992, and Defendant had actual 

knowledge of the contamination at the Listed Properties prior to March 1, 1992. 

24. Plaintiff has incurred and continues to incur substantial costs associated with the 

performance of assessment and remediation of contamination at the Listed Properties, which 

contamination was identified prior to March 1, 1992, and of which Defendant had actual 

knowledge prior to March 1, 1992.

25. Plaintiff has notified Defendant of its responsibility for these cleanup costs under 

federal statutes as well as its contractual indemnification obligation. Plaintiff has demanded 

reimbursement for costs incurred by Plaintiff associated with the assessment and remediation 

of contamination at the Listed Properties. Defendant has failed to meet its obligations under 

both its statutory obligations and the contracts to pay for the environmental costs incurred by 

Plaintiff at the Listed Properties.

FIRST CAUSE OF ACTION

(Cost Recovery under CERCLA, 42 U.S.C. § 9607, against Viad Corp)

26. Plaintiff realleges and incorporates by reference the allegations of paragraphs 1 

through 25 as though fully set forth herein.

27. Plaintiff alleges that Defendant is a “person” under 42 U.S.C. § 9601(21).

28. Plaintiff alleges that the Seattle property, Location #7882, 1250 Denny Way, 

Seattle, and the Miami property, Location#4721, 51 Northwest 11th Street, Miami, identified in 

paragraph 19 above, are “facilities” within the meaning of 42 U.S.C. § 9601(9).

29. Hazardous substances, as defined at 42 U.S.C. § 9601(14), including but not limited 

to, benzene, naphthalene, polynuclear aromatic hydrocarbons, cumene (isopropylbenzene), 

arsenic, chromium, and lead, have been released at the Miami property.

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30. Hazardous substances, as defined at 42 U.S.C. § 9601(14), including but not limited 

to, benzene, naphthalene, polynuclear aromatic hydrocarbons, tetrachloroethene (PCE), TCA, 

and acetone, have been released at the Seattle property. 

31. Plaintiff alleges that such hazardous substances were disposed of at the time 

Defendant owned and/or operated the Seattle and Miami properties and that Defendant is a 

responsible party as an owner and/or operator of the Seattle and Miami properties at the time 

hazardous substances were disposed of at those properties.

32. Plaintiff has incurred and will continue to incur necessary response costs, including 

costs of investigation, removal and/or remedial actions, in the investigation and clean up of the 

releases of hazardous substances at the Seattle and Miami properties.

33. All costs incurred or to be incurred by Plaintiff in connection with the investigation 

and remediation of the Seattle and Miami properties are necessary costs of response consistent 

with the National Contingency Plan. Plaintiff’s actions are consistent with the National 

Contingency Plan because, among other reasons, the investigation and remediation efforts have 

occurred with regulatory oversight and included public participation.

34. Defendant is jointly and severally liable to Plaintiff pursuant to 42 U.S.C. § 9607(a) 

for all of the past, present and future necessary costs of response incurred by Plaintiff to 

investigate and remediate the Seattle and Miami properties.

SECOND CAUSE OF ACTION

(Breach of Contract against Viad Corp)

35. Plaintiff realleges and incorporates each and every allegation contained in 

paragraphs 1 through 34 as though fully set forth herein.

36. Plaintiff entered into the Acquisition Agreement, the Third Amendment, the Claims 

Treatment Agreement and the Settlement Agreement (hereafter referred to collectively as the 

“Agreements”) with Defendant, all of which require Defendant to indemnify Plaintiff for 

liabilities, losses, damages, and expenses arising out of, resulting from, or in connection with 

contamination located at the Listed Properties.

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COMPLAINT

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37. Pursuant to the Agreements, Defendant has a duty to indemnify Plaintiff for any 

such liabilities, losses, damages and expenses, including attorneys’ fees.

38. Plaintiff has incurred costs relating to the assessment and remediation of 

contamination at the Listed Properties and has demanded reimbursement of such costs from 

Defendant.

39. Defendant has failed to reimburse such costs.

40. Defendant has breached, and continues to breach, the Agreements. Defendant’s 

failure to reimburse costs for each of the Listed Properties is a separate and ongoing breach. 

41. Plaintiff has performed all conditions required of it by the Agreements, except as 

may have been excused by reason of Defendant’s breaches.

42. As a direct and proximate result of Defendant’s breach of the Agreements, Plaintiff

has been damaged in a sum greater than $6,000,000, the total of which is not yet known, but in 

an amount to be proven at time of trial.

43. Plaintiff’s damages include, but are not limited to, costs incurred by Plaintiff 

relating to the investigation and remediation of environmental contamination at the Listed 

Properties. Plaintiff is continuing to be damaged, and will be required to spend additional 

sums for further investigation and remedial activity at the Listed Properties. 

44. Plaintiff alleges that Plaintiff’s damages are directly and proximately caused by 

Defendant’s breach of the Agreements and is contributed to by the sole fault and/or negligence 

or other actionable conduct of Defendant via its historic operations at the Listed Properties. 

45. It has been necessary for Plaintiff to employ attorneys to construe and enforce its 

rights under the Agreements, and Plaintiff is therefore entitled to reimbursement of its 

attorneys’ fees and costs (as provided by the Agreements), according to proof at time of trial.

THIRD CAUSE OF ACTION

(Express Contractual Indemnity against Viad Corp)

46. Plaintiff realleges and incorporates by reference the allegations of paragraphs 1 

through 45 as though fully set forth herein.

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47. Plaintiff entered into the Agreements with Defendant, all of which require 

Defendant to indemnify Plaintiff for liabilities, losses, damages, and expenses arising out of, 

resulting from, or in connection with contamination located at the Listed Properties.

48. The Agreements all contain express indemnity provisions, which require Defendant 

to indemnify Plaintiff for costs incurred, or to be incurred, relating to the investigating and 

cleaning up alleged environmental contamination at the Listed Properties. As stated in the 

Settlement Agreement, Defendant expressly agreed to indemnify Plaintiff from “any and all 

liabilities and obligations, whether statutory, regulatory, contractual, legal, financial or 

otherwise, relating to the physical or environmental condition of a Property . . . including but 

not limited to the presence, use or release of Hazardous Materials . . . at a Property, the 

migration of Hazardous Materials to or from a Property, the transportation of Hazardous 

Materials from a Property, or off-site disposal of Hazardous Materials which were kept, used 

or stored at a Property, regardless of whether such liability or obligation is predicated upon 

tort, contract, strict liability, warranty, Superfund, the Comprehensive Environmental 

Response, Compensation and Liability Act of 1980, as amended, or any other state or federal 

statute, law, ordinance, or other basis of liability for damage to the environment . . . .” 

49. Pursuant to the Agreements between Plaintiff and Defendant described above, 

Defendant has a duty to indemnify Plaintiff for any and all liabilities, losses, damages, and 

expenses arising out of, resulting from, or in connection with contamination located at the 

Listed Properties.

50. Plaintiff has performed all conditions required of it by the Agreements, except as 

may have been excused by reason of Defendant’s breaches alleged herein.

51. Plaintiff has made written demand, and by this Complaint intends further demand, 

upon Defendant for performance under the indemnity provisions of the Agreements. Despite 

these demands, Defendant has failed, and continues to fail, to indemnify Plaintiff in accordance 

with the express terms of the Agreements.

52. Plaintiff is entitled to indemnity from Defendant as expressly provided by the 

Agreements for all costs incurred, and to be incurred, by Plaintiff in connection with the 

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contamination of soil and groundwater at the Listed Properties, including attorneys’ fees where 

provided by the Agreements.

53. Plaintiff has incurred and continues to incur costs, expenses, and consulting and 

attorneys’ fees in connection with construing and enforcing its rights under the Agreements. 

As a proximate consequence of Defendant’s breach of the obligations under the Agreements, 

Plaintiff has suffered damages in an amount to be proven at trial. Additionally, Plaintiff is 

entitled to reimbursement of its attorneys’ fees and costs, according to proof at time of trial.

FOURTH CAUSE OF ACTION

(Declaratory Relief – Express Indemnity against Viad Corp)

54. Plaintiff realleges and incorporates by reference the allegations of paragraphs 1 

through 53 as though fully set forth herein.

55. An actual controversy has arisen and now exists between Plaintiff and Defendant

concerning the rights and obligations of each party. Plaintiff alleges that Defendant has an 

express contractual obligation to indemnify Plaintiff for all past and future costs and any and 

all other damages suffered by Plaintiff arising from or relating to soil and groundwater 

contamination located at the Listed Properties. Plaintiff further alleges that pursuant to this 

express indemnification obligation, Defendant has an obligation to (i) compensate Plaintiff for 

all past and future expenses incurred by Plaintiff; and (ii) pay all damages or losses incurred by 

Plaintiff, arising out of, resulting from, or in connection with the contamination at the Listed 

Properties. Plaintiff is informed and believes and thereon alleges that Defendant denies these 

allegations by Plaintiff.

56. A judicial declaration of these rights and obligations is necessary and appropriate in 

order to avoid further controversy, minimize loses, and promote judicial economy. 

Specifically, Plaintiff seeks a declaration that Defendant has an express contractual obligation 

to indemnify Plaintiff and an obligation to (i) compensate Plaintiff for all past and future 

expenses incurred by Plaintiff; and (ii) pay all damages or losses incurred by Plaintiff, arising 

out of, resulting from, or in connection with the soil and groundwater contamination at the 

Listed Properties. 

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57. Pursuant to 28 U.S.C. § 2201(a), this Court has jurisdiction to award declaratory 

relief. Plaintiff, therefore, requests a judicial determination if its rights, and the duties and 

obligations of Defendant, with respect to the contractual indemnification obligations between 

the parties. 

58. Plaintiff has no other adequate or timely remedy at law.

59. It has been necessary for Plaintiff to employ attorneys to construe and enforce its 

rights under the contractual agreements between the parties, and Plaintiff is therefore entitled 

to reimbursement of its attorneys’ fees, according to proof at time of trial.

FIFTH CAUSE OF ACTION

(Private Nuisance against Viad Corp)

60. Plaintiff realleges and incorporates by reference the allegations of paragraphs 1 

through 59 as though fully set forth herein.

61. During the time that Defendant owned and/or operated the Listed Properties, 

petroleum and other hazardous substances were released into the soil and groundwater at the 

Listed Properties.

62. The existence of contamination in the soil and groundwater at the Listed Properties 

has interfered with Plaintiff’s interest and enjoyment in its real property (the Listed Properties) 

and is therefore a private nuisance.

63. As a result of this nuisance, Plaintiff has incurred damages to assess and remediate 

the contamination at the Listed Properties.

64. Plaintiff seeks to recover the damages it has incurred to address the nuisance 

created at the Listed Properties by the Defendant.

WHEREFORE, Plaintiff prays for a judgment against Defendant as follows:

1. For reimbursement of response costs to investigate and remediate hazardous 

substances at the Seattle and Miami properties under CERCLA;

2. For a declaration that Defendant is liable for all past and future response costs to 

investigate and remediate hazardous substances at the Seattle and Miami properties under 

CERCLA; 

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3. For damages in an amount to be proven at trial, equal to all losses, costs, and 

expenses incurred by Plaintiff arising from and relating to the contamination at the six Listed 

Properties as required by the Agreements;

4. For a declaration that Defendant is liable for all past and future investigation and 

remediation costs, liabilities or damages arising from the contamination at the six Listed 

Properties as required by the Agreements;

5. For damages incurred by Plaintiff to address the nuisance created by Defendant;

6. For all incidental and consequential damages, in an amount to be proven at trial;

7. For pre-judgment interest on all such damages at the maximum rate allowed by law 

from the time Plaintiff incurred the costs and damages;

8. For retention of jurisdiction of this action by this Court after entry of the requested 

declaratory judgment in order to grant Plaintiff such further relief against Defendant as may be 

necessary or proper to effectuate the declaration of this Court;

9. For costs and attorneys’ fees; and

10. For such other and further relief as this Court may deem proper.

Dated this 11th day of September, 2015 OPPER & VARCO LLP

 /s/ Suzanne R. Varco 

Suzanne R. Varco

Attorney for GREYHOUND LINES, INC.

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EXHIBIT A

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EXHIBIT B

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