is not liable under CERCLA under a “substantial continuity” or “continuity of enterprise” theory, all CERCLA claims against Aztec are hereby dismissed. 75. As to Durham’s pendent state-law claims against Aztec, state law governs the issue of whether Aztec may be held liable for the obligations of Merriam and Adams. Calabrese, 170 F.Supp.2d at 253. Durham maintains that Connecticut courts would apply the “continuity of enterprise” test, citing A.G. Associates of Newington Britain v. Parafati, No. CVN0041808NE, 2002 WL 1162890 (Conn.Super.Ct. Apr.ll, 2002). Defendants, on the other hand, maintain that Connecticut courts would apply the stricter “identity” or “instrumentality” test, citing Angelo Tomasso, Inc. v. Armor Construction & Paving, Inc., 187 Conn. 544, 556, 447 A.2d 406 (1982) (<HOLDING>). Defendants maintain that Durham cannot
holding that connecticut courts look to the identity or instrumentality test to determine whether one corporate entity can properly be held responsible for the obligations of another corporate entity holding that the general corporate laws are incorporated into the corporate charter holding that grand jury testimony of officer and inhouse counsel for corporate defendant was properly admitted as admission against the corporate defendant holding that sealy was not a single entity but instead an instrumentality of the individual parties holding that a corporate entity must be represented by licensed counsel