Full opinion text
TABLE OF CONTENTS INTRODUCTION............................................................ 8 I. FACTUAL BACKGROUND .......................................... 8 A. The Original Complaint...................................... 11 B. Amended Complaints, Third and Fourth Party Complaints, and Counterclaims............................................... 12 DISCUSSION............................................................... 18 II. APPLICABLE STATUTE OF LIMITATIONS......................... 19 A. The Limitations Provisions ....................................... 21 1. Injury to Real or Personal Property.......................... 23 2. Statutory Period Governing Property Tort Claims.............. 25 B. Rules Governing Accrual Date of Claims .......................... 26 1. Statute of Limitations as Bar to Claims Against Defendant ESSOVI 30 2. Statute of Limitations as Bar to Claims Against Defendant ESSOR-ICO and EXXON......................................... 34 a. ESSORICO’s Motion to Dismiss Four Winds’ Second Amended Complaint .................................................. 37 III. MAY EXXON BE HELD LIABLE UNDER THE ALTER EGO/CORPO- RATE VEIL PIERCING DOCTRINE?................................ 43 IV. TEXACO’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION ........................................................... 49 V. STRICT LIABILITY................................................. 63 VI. MOTION TO DISMISS FOUR WINDS’ CLAIM UNDER CERCLA .... 71 VII. VIRGIN ISLANDS SOLID WASTE MANAGEMENT ACT CLAIM..... 74 VIII. LAGA DEFENDANTS’ MOTION TO DISMISS........................ 78 A. Timeliness of Common Law Tort Claims .......................... 85 B. Corporate Dissolution as Bar to Complaints......'................. 86 1. Effect of Bankruptcy Decree ......................... 95 C. Dismissal of the Common Law Claims Against the LAGA Defendants 98 D. Liability of Panex Co., Lazare, and Gal ........................... 104 IX. CONCLUSION ..........................•............................ 109 BROTMAN, District Judge (Sitting by Designation): Because of the large number of litigants and the numerous motions pending in this case, the Court will set forth in some detail the case’s factual background and procedural history in order to place in perspective the parties’ positions. INTRODUCTION I. FACTUAL BACKGROUND These actions arose when, on July 8, 1987, a Mr. Eric Tillet detected odors of gasoline emanating from a well located on No. 186 Estate Anna’s Retreat, Tutu, St. Thomas. Tillet contacted the Department of Planning and Natural Resources of the Territory of the Virgin Islands [“DPNR”], which contacted and conferred with the United States Environmental Protection Agency [“EPA”]. On or about August 7, 1987, the DPNR ordered the closure of the wells of the Four Winds Plaza Partnership located at No. 392 Estate Anna’s Retreat and of the wells of PID, Inc. and members of the Harthman family. See EPA Administrative Order of Consent, Index No. 11-RCRA-Proceeding 7003 & 9003-92-0401, dated February 19, 1992 ¶ 6 [hereinafter Consent Order]; see also PID Compl. ¶¶ 15-16; Four Winds Compl. ¶¶ 13-14. As a result of the DPNR Orders, eighteen wells were closed between July 31 and September 2, 1987, and they remain closed to date. By late July 1987, the EPA had begun its investigation of the suspected pollution of the Tutu Water Wells under the provisions of the Comprehensive Envirqnmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601-9615 [“CERCLA”] and the Resource Conservation and Recovery Act, 42 U.S'C. § 6991 et seq. [“RCRA”]. On August 10 and 11, 1987, the EPA collected water samples from twenty-four wells located in the Tutu section of Anna’s Retreat within the Turpentine Run Aquifer. An analysis of the samples revealed the presence of 1,2-Trans-Dichloroethylene [“DCE”], Trichloroethylene [“TCE”], Tetrachloroethylene [“PCE”], Toluene [“TOL”], benzene, and Terbutylmethy-. lether [“TBME”]. In October 1987, the EPA collected additional samples from twenty-four wells. The analysis of these samples revealed that DCE, TCE, PCE, and TBME are the major contaminants of the water. See Consent Order ¶ 11. In January 1988, after taking additional samples from 123 cisterns serviced by water haulers in the area, EPA initiated a limited CERCLA Removal Action, which included cleaning some cisterns, providing a temporary alternative water supply, and monitoring the well water. See id. ¶¶ 8-12. A photovac sampling in 1989 showed high levels of benzene, TCE, and PCE. See id. ¶ 13. Benzene, DCE, PCE, TCE, TOL, and TBME are gasoline additives, petroleum derivatives, or components of cleaning solvents used by service stations. PCE is also a common component of dry cleaning fluids. In 1987 and 1988, the EPA issued a series of unilateral orders to Esso Standard Oil, S.A. [“ESSOSA”]; Daniel Bayard; Texaco, Inc., Texaco Caribbean, Inc., and Vernon Morgan [“Texaco Defendants”]; and L’Henri Dry Cleaners [“L’Henri”], requiring them to supply information about the underground storage tanks in which they kept their gasoline and about their use or handling of PCE. The orders also required them to conduct soil vapor surveys. See id. ¶¶ 14-33. The surveys confirmed the presence of TCE, PCE, DCE, and benzene at the Esso facility and at the Four Winds Parking Lot. See id. ¶¶ 20-22. Texaco submitted information confirming that gasoline had leaked from its underground storage tanks. See id. ¶¶ 25-26. Soil samples at the L’Henri facility contained PCE in concentrations of 440 parts per million. See id. ¶ 33. In March 1989, the EPA completed preliminary assessments of potentially responsible parties [“PRP’s”] in the area. The parties included Ramsay Motors, Inc.; the old LAGA clothing manufacturing facility, which is now occupied by the Virgin Islands Department of Education [“VIDE”]; and others. Pursuant to the provisions of RCRA and CERCLA, the EPA on March 22, 1990 issued an unilateral Consent Order against ESSOSA, Texaco, and L’Henri, requiring them to take over the well monitoring program. See id. ¶ 4; EPA Administrative Order, Index No. ll-CERCLA-00401, RCRA90-UST-9003-0401, dated March 22, 1990, Section VII, at 11-13 [hereinafter Unilateral Order]. A. The Original Complaints. The first complaint in this action was filed on July 6, 1989 by Plaintiff PID, Inc. against the Texaco Defendants, ESSOSA, and Ba-yard. Four Winds filed an action, District Court Civil No. 1989-224, against the same Defendants on July 7, 1989. The cases were consolidated on November 8, 1989. On June 20, 1990, PID amended its complaint to add seven members of the Harthman family as additional Plaintiffs. PID, the Harthmans, and Four Winds have all alleged similar common law tort claims for negligence, trespass, nuisance, and strict liability against the Defendants. All the claims arise out of DPNR’s closure of the commercial and private wells which draw water from the underground water system known as the Turpentine Run Aquifer [“Tutu Water Wells”]. See Complaints dated July 6, 1989 and June 20, 1990, PID v. Texaco, No. 89-220; Complaint dated July 7, 1989, Four Winds v. Texaco, No. 89-224. -Plaintiffs allege that the aquifer that supplied the Tutu Water Wells is the source of potable water to some 20,000 residents.. Plaintiffs seek compensatory and punitive damages for lost profits and lost business opportunities allegedly caused by their inability to use or sell the water formerly produced by the wells. B. Amended Complaints, Third and Fourth Party Complaints, and Counterclaims. In March 1992, the PID/Harthmans Plaintiffs moved for permission to file the Fourth Amended Complaints, and Four Winds moved to file its First Amended Complaint. The Amended Complaints assert direct claims for negligence, trespass, strict liability, and nuisance against LAGA Industries, Ltd., Duplan Corp., Panex Co., Paul Lazare, and Andreas Gal [“LAGA Defendants”]. Plaintiffs also added ESSOVI, Esso Standard Oil Co. (Puerto Rico) [“ESSORICO”] [together with ESSOSA, hereinafter “Esso Defendants”] and EXXON Corp. as additional defendants. They assert claims against these Defendants on the theory that they shared responsibility and/or were legally affiliated with, or exercised control over, ES-SOSA. Plaintiffs did not assert any direct claims against Ramsay or L’Henri. Four Winds also added a claim for alleged' CERCLA response costs in its March 2,1992 Complaint. PID has made no such claim. In its Second Amended Complaint, filed March 1, 1993, Four Winds added ESSORICO and Western Auto Supply Co. [“Western Auto”] as defendants. On or about March 2, 1992, ESSOSA filed motions for leave to bring third party complaints against Ramsay and L’Henri and against the LAGA Defendants, seeking: (1) common law contribution in the event that Esso is liable to Plaintiffs, (2) recovery of response costs under CERCLA and RCRA, and (3) recovery of response costs under the common law of negligence. In June 1992, Esso asserted a counterclaim against Four Winds seeking: (1) contribution should Esso be liable to PID; (2) recovery of response costs, under CERCLA and RCRA, and (3) recovery of response costs under the common law of negligence. The counterclaims allege that Four Winds contributed to the pollution of the Tutu Water Wells by applying GAF roofing material to the catchment area of its shopping center. In June 1992, L’Henri asserted cross-claims for damages and response costs against Esso, Ramsay, and the LAGA Defendants, and in August 1992, L’Henri asserted similar cross-claims against Bayard and the Texaco Defendants. At a meeting of all counsel for the parties joined as of July 1992, it was agreed that the newly joined parties would have until January 15, 1993 to assert any additional claims they might have against new parties. A Third Amended Case Management Order [“CMO”] reflecting this agreement was circulated among counsel. It extended to February 28, 1993 the period within which new parties and claims could be added. On October 19, 1992, the court held a pretrial hearing to consider all pending motions in this matter. Counsel for the parties presented arguments on their motions, and the court took the matter under advisement. During this period, discovery became snarled, arid a barrage of motions to compel and for production were filed by and against parties on both sides of this litigation. In addition, the parties added prayers for An Order of Contempt, Dismissal and Sanctions. The court will address these motions in a supplemental memorandum. On March 12, 1993, the court entered an order giving the parties until February 28, 1993 to file amended, third party, and fourth party complaints. Defendants ESSOSA and ESSOVI filed additional Third-Party Complaints against Western Auto Supply, the Virgin Islands Housing Authority [“VIHA”], the Virgin Islands Department of Education [hereinafter WIDE”],. Francois Realty Corp., Siegfried Torinus, Waltrad Torinus, Thomas Gassett, G.S. Industries, Inc., and TAG Industries, Inc. Ramsay filed complaints. against the VIHA, VIDE, Siegfried Torinus, Waltrad Torinus, Thomas Gassett, G.S. Industries, Inc., and Tag Industries, Inc. L’Henri filed complaints against VIHA, Western Auto Supply, Thomas Gassett, G.S. Industries, TAG Industries, Rodriguez Esso, and VIDE. These Third-Party Complaints all asserted claims for contribution arid inderimity under the common law, and for contribution and response costs under CERCLA. L’Henri and Ramsay have moved to sever the Third and Fourth Party Complaints. Severance has been opposed. The Court will address these motions in a supplemental opinion. Plaintiffs and Defendants have been engaged in intense pre-trial discovery and motion practice for over four years. During this period, thousands of documents have been produced and exchanged, and over one hundred depositions have been taken. This matter, which began as an environmental tort case between Plaintiffs and Defendants, has grown into a complex, multi-layered litigation with Third and Fourth Amended Complaints, counterclaims, cross-claims, third party claims, and fourth-party claims. Over two dozen parties, and an equally large number of counsel, are now involved. Control and management of this litigation has been lacking, largely because of the long judicial vacancies in both districts of the Territory. However, the court pauses to express its appreciation to the litigants who, though engaged in vigorous and at times acrimonious advocacy, have nevertheless worked together in recent months to assist the court in readying these cases for trial. In this memorandum opinion, the court will address the following motions, not necessarily in the order in.which they are listed: 1. ESSOSA and ESSOVI’s motion for partial summary judgment to dismiss Counts II and VI of Four Winds’ First Amended Complaint. 2. ESSOVI’s motion to dismiss Counts I, V, and VI of Four Winds’ First Amended Complaint. 3. ESSOSA and ESSOVI’s motion for partial summary judgment to dismiss Count IV of PID/Harthmans’ Fourth Amended Complaint. 4. EXXON’s motion to dismiss Four Winds’ First Amended Complaint. 5. EXXON’s motion to dismiss PID/Harthmans’ Fourth Amended Complaint. 6. EXXON’s Motion to Strike or for Clarification of Order Granting Leave to Four Winds to Add Claims Against EXXON. 7. EXXON’s Motion to Strike or for Clarification of Order Granting Leave to PID/Harthmans to Amend to Add Claims Against EXXON. 8. ESSORICO’s Motion to Dismiss Four Winds’ Second Amended Complaint. 9. Texaco, Inc. and Texaco Caribbean, Inc.’s Motion to Dismiss PID/Harthmans’ Claim Against the Texaco Defendants. 10. Texaco, Inc. and Texaco Caribbean, Inc.’s Motion to Dismiss L’Henri, Inc.’s Third-Party Claim Against the Texaco Defendants. 11. Laga Defendants’ Motion to Dismiss the Amended Complaint. The court will address the following motions in a supplemental opinion: 1. L’Henri’s Motion for Severance and Separate Trials. 2. L’Henri’s Motion for Summary Judgment. (Withdrawn by L’Henri and later reinstated by Ramsay.) 3. Ramsay’s Motion for Severance and a Separate Trial of All Third and Fourth Party Claims for Contribution, Indemnity, and Response Costs. 4. Ramsay’s Motion to Continue Consideration of L’Henri’s Motion for Summary Judgment. DISCUSSION Several of the motions before the court are brought pursuant to Fed.R.Civ.P. 12(b)(6) to dismiss for failure to state claims upon which relief may be granted. • The standard for dismissal under Rule 12(b)(6) is legal insufficiency of the pleadings; that is, the motion must be granted if the allegations of the complaint, accepted as true and independent of any other evidence, fail to make out the elements of a claim. The complaint must be liberally construed in conformity with the mandate of Fed.R.Civ.P. 8(f), which calls only for a short and plain statement of a claim showing that the pleader is entitled to relief. See 5A Charles A. Wright & Arthur R. Miller, Federal Practice and Procedure § 1357, at 463 (1990). Only “if as a matter of law ‘it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations’ ” must the claims be dismissed. Neitzke v. Williams 490 U.S. 319, 327, 109 S.Ct. 1827, 1832, 104 L.Ed.2d 338 (1989) (quoting Hishon v. King & Spald ing, 467 U.S. 69, 73, 104 S.Ct. 2229, 2232, 81 L.Ed.2d 59 (1984)). In addition, Rule 12(b) provides that “if matters outside the pleadings are presented to and not excluded by the court, the motion shall be treated as one for summary judgment,” and the court must give all parties the opportunity to present all relevant evidence in support of or in opposition to the motion. The court will address the motions in accordance with the above. II. APPLICABLE STATUTE OF LIMITATIONS Because the determination of the statute of limitations issue will moot several of the issues raised in the competing motions, the court will address this question first. As stated earlier, on March 3, 1992 PID/Harthmans filed a Fourth Amended Complaint. The Fourth Amended Complaint adds a claim based on strict liability and asserts claims against EXXON, ESSORICO, and the LAGA Defendants. On or about March 2, 1992, Four Winds filed its First Amended Complaint, which asserts claims against EXXON, ESSOVI, and the LAGÁ Defendants. In addition, Four Winds adds claims under the Solid and Hazardous Waste Management Act, Virgin Islands Code Ann. tit. 19, §§ 1551-1554, and the Water Pollution Control Act, Id. tit. 12, §§ 181-198, and a claim under CERCLA for contribution and clean-up costs. EXXON moves to dismiss both amended complaints, arguing, among other things, that the applicable statute of limitations is two years and that by March 1992, the two-year period had expired. ESSOVI and ESSORICO move to dismiss the amended complaints, also arguing that the new claims are time-barred because the applicable limitation period is two years. The LAGA Defendants move to dismiss the amended complaints, too, arguing that the claims are time-barred not only because the applicable statutory period is two years, but also, because the claims are against entities who no longer have the capacity to be sued. All Defendants advance the argument that because the claims sound in tort, a two-year statute of limitations applies. Defendants contend that this two-year period expired in July, 1989 and therefore- that the claims asserted in PID/Harthmans’ Fourth Amended Complaint and Four Winds’ First and Second Amended Complaints are time-barred. Plaintiffs oppose these motions on several grounds. First, both PID/Harthmans. and Four Winds argue that the six-year statute of limitations applies because the complaints state claims for tortious injury to land or a property interest. As such, they argue, the amended complaints were filed well within the statutory limitation period. Second, Plaintiffs, argue that even if the court were to agree with Defendants that the limitation period is only two years, under the discovery rule, the claims against EXXON did'not accrue until 1991, when Plaintiffs were able to identify the pervasive role played by EXXON in the overall operations of ESSOSA, ESSORICO and ESSOVI and to untangle the corporate structure of the ESSO Defendants. Indeed, PID/Harthmans contend that the cause of action against these Defendants did not accrue until February 13, 1992, when they were able conclusively to confirm these Defendants’ roles in controlling the maintenance, replacement, and upgrading of underground storage tanks in St. Thomas. A. The Limitations Provisions. Before the court can determine whether the actions are time-barred, it must first decide the question of which statutory period — two years or six years — applies to Plaintiffs’ claims alleging tortious injury to property. Section 31(5)(A) of Title 5 of the Virgin Islands Code Annotated provides that actions for “libel, slander, assault, battery, seduction, false imprisonment, or for any injury to person or rights of another not arising on contract and not herein especially enumerated” are subject to a limitation period of two years.' Subsection (3)(C) of section 31 provides that “[a]n action for waste or trespass on real property” is subject to a limitation period of six years, and subsection (3)(D) provides that “[a]n action for taking, detaining; or injuring personal property, including an action for -the specific recovery thereof’ is also subject to a limitation period of six years. In their complaints, Plaintiffs state claims for injury to property or property interests— namely, the contamination of their private and commercial water wells — and for interference with the beneficial use of the water. Plaintiffs broadly state that they are the owners or lessees of land in the Tutu area and that they owned and/or operated water wells which were fed by the Tutu Turpentine Aquifer. In order to capture water from the aquifer for their commercial and private use, each Plaintiff was required under Virgin Islands law to obtain a permit or a license. See Virgin Islands Code Ann. tit. 12, §§ 151-167. Plaintiffs allege that Defendants negligently caused the discharge of petroleum products and other pollutants, which resulted in the contamination of the Turpentine Run Aquifer and the Tutu Water Wells. Defendants move to dismiss Plaintiffs’ Claims for negligence, nuisance, and strict liability. Defendants contend that these claims are barred by the two-year statute of limitations. They argue that the statute of limitations governing actions for property damage does not apply. One group of Defendants argues that the six-year limitation period does not apply because “there is no real property right at issue.” See Transcript of October 19, 1992 hearing, Romero for Esso Defendants at 68 [hereinafter “October 19 Hearing”]. EXXON argues that “because water in its natural state is a part of the land in or upon which it is found ... it is therefore real property and not personal property.” EXXON’s Reply Br. to Four Winds’ Resp. to EXXON’s Mot. to Dismiss at 7. EXXON argues that the six-year statute of limitations does not apply to Plaintiffs’ claims because section 31(3)(D) “applies to injury to personal property,” and nowhere in the First Amended Complaint does Plaintiff allege that Defendants damaged Plaintiffs’ personal property. In support of their argument, Defendants make much of how Plaintiffs chose to label their claims. 1. Real or Personal Property First, the court notes that Fed. R.Civ.P. 8 requires only “a short and plain statement of the claim showing that the pleader is entitled to relief.” Consequently, how Plaintiffs labelled their claims does not alter or control the nature of the claims. The claims stated in the complaint, whether labelled, mislabelled, or unlabelled, manifestly state claims for damage to real property. The claims allege that Defendants negligently contaminated the water wells on Plaintiffs’ real property; and the water wells are a part of Plaintiffs’ real property. Under Virgin Islands law, an “estate [or] interest in land” includes “every interest ... legal and equitable, present and future, vested and contingent.” Virgin Islands Code Ann. tit. 28, § 1. In addition, at common law “real property” or “interest in land” includes “the surface of the earth, and things of a permanent nature attached thereto, improvements óf a permanent character placed on it, the space above the earth, and minerals, oils and gases found below the surface of the earth.” 73 C.J.S. Property § 16, at 187-188 (collecting eases). Furthermore, where, as here, no precedents relate specifically to the adjudication of a Virgin Islands dispute, the courts are directed to turn to the Restatement of the Law as approved by the American Law Institute for the applicable rule of law. See Virgin Islands Code Ann. tit. 1, § 4; Co-Build Cos., Inc. v. Virgin Islands Refinery Corp., 570 F.2d 492 (3d Cir.1978). Chapter 41 of the Restatement (Second) of Torts, which is entitled “Interference with the Use of Water,” states that “[t]he right to use water is an interest in real property, whether it is held by a riparian proprietor on a watercourse of lake, by a non-riparian with a special right or by a possessor of land overlying ground water or underlying surface water.” Restatement (Second) of Torts § 849, Cmt. a. Comment a goes on to provide that “the holder of the right is entitled to protection of his use of water from any type of tortious conduct that may be directed at an interest in real property.” The Restatement also recognizes other “special types of water rights” which are “created by statute, charter, permit or license by the state. These special rights, which are severable from the interest in land and the exercise of which is personal to the licensee, do not change the nature of the property interest from real to personal.” Id. Thus, as the Restatement makes dear, Plaintiffs’ water wells are real property. 2. Two-Year Statutory Period Governs Property Tort Claims. Because Plaintiffs’ water wells are real property, it is clear that section 31(3)(D), which governs injury to personal property, does not apply to Plaintiffs’ claims. The court agrees with the Esso Defendants that the court cannot disregard the plain language of the statutory provision to avoid this conclusion. The relevant clause of section 31(3)(D) refers to “injury to personal property.” The parties have not cited and the court has not found any case interpreting Virgin Islands law applying section 31(3)(D) to actions for tortious injury to real property. The court concludes that Plaintiffs’ claims are subject to the two-year limitation period set forth in section 31(5)(A). Unlike other jurisdictions, the Virgin Islands’ legislature has declined to provide a special limitation period for actions for tortious injury to land. Moreover, the court’s conclusion is supported by the Restatement (Second) of Torts. The Restatement states that tortfeasors which injure another’s use of water by engaging in activities that do not involve the use of water are subject to liability under the “rules stated in §§ 281-499 relating to negligent conduct, in §§ 500-503 relating to reckless conduct, or in §§ 519-524A relating to abnormally dangerous conduct.” Nothing in these sections suggests that a special, longer limitation period ought to apply to actions for tortious injury to land. As a result, Plaintiffs’ negligence, nuisance, and strict liability claims are subject to the two-year limitation period set forth in section 31(5)(A). B. Rules Governing Accrual Date of Claims. In order to determine whether Plaintiffs’ claims are time-barred, the court must determine when the claims accrued. Because the injury Plaintiffs allege stems from the seepage of contaminants into their wells, the actual date of injury is impossible to fix. The most that may be said is that the injury was discovered on or about July 7, 1987. Defendants contend that the two-year limitation period began to run either when the contamination of the water wells was first discovered or, at the latest, when Defendants were identified as PRP’s. As a general proposition, “a statute of limitation begins to run upon the occurrence of the essential facts which constitute the cause of action.” See Simmons v. Ocean, 544 F.Supp. 841, 843 (D.V.I.1982) (citing Wilcox v. Executors of Plummer, 29 U.S. (4 Pet.) 172, 180, 7 L.Ed. 821 (1830)). However, under Virgin Islands law, the “discovery rule” applies. The discovery rule recognizes that under some circumstances, a person may be aware of an injury but not know its cause. Under the discovery rule, the statute of limitations is tolled until the injured party knows or should reasonably know the cause. Therefore, in order to determine the timeliness of Plaintiffs’ claims for negligence against EXXON, ESSORICO, and ESSOVI and the third-party claims and counterclaims by the Esso Defendants and Texaco against the LAGA Defendants, L’Henri and Ramsay, the court must first determine when Plaintiffs and the other movants knew or should have known that these Defendants’ activities were a cause of Plaintiffs’ injury. Plaintiffs suggest that under Virgin Islands law, the limitation period begins to run only when a party has knowledge or awareness of both “the injury and its cause through the exercise of reasonable diligence.” Joseph v. Hess Oil, 867 F.2d 179, 184 (3d Cir.1989) (emphasis added). Plaintiffs argue that in discerning cause, the case law requires them to show some link between the injury to their'wells and Defendants’ conduct. They contend that it took over two years of intensive discovery before they unearthed sufficient facts to show a causal relationship between the injury to their property and the conduct of EXXON, ESSORICO, and ESSOVI. Consequently, argue Plaintiffs, their claims did not accrue against these Defendants until they obtained the information linking their injury to the Defendants’ conduct. In determining when a claim has accrued in an action for tortious injury to real property, courts generally apply a rule, recognized as an exception to the simple discovery rule, often called the “continuing violation doctrine.” See e.g., Keystone Ins. Co. v. Houghton, 863 F.2d 1125, 1129 (3d Cir.1988). Under the continuing violation doctrine, the running of the statute of limitations is postponed in situations involving continuing or repeated wrongs. See generally William B. Johnson, Annotation, Application of Statute of Limitations In Private Tort Actions Based On Injury To Person Or Property Caused By Underground Flow of Contaminants, 11 A.L.R.5th, 438 (1993) (collecting cases). In determining whether the injury alleged is “renewing” or “recurring”, courts consider whether (1) the injury to the property was permanent or temporary, (2) the property remained contaminated at the time of the claim, and (3) the seepage of contaminants had ceased or was ongoing. Plaintiffs allege Defendants engaged in conduct that is presently continuing to injure their property. Plaintiffs allege that contaminants from the underground storage tanks continue to seep into the underground water that feeds Plaintiffs’ wells. As a result, under the applicable law, the court will apply the continuing violation doctrine in determining when Plaintiffs’ claims accrued. 1. Statute of Limitations as Bar to Claims Against Defendant ESSOVI ESSOSA transferred ownership of the Esso Tutu Station and underground storage tanks to ESSOVI sometime after the discovery of the contamination of the wells. ESSOVI, in its motions to dismiss Plaintiffs’ amended complaints, assiduously avoids stating the specific date of the transfer of assets. However, ESSOVI states that the court should grant its motion to dismiss for failure to state a claim because “ESSOVI did not own, lease or operate the Esso Tutu Station or underground storage tanks until 1989 at the very earliest.” PID/Harthmans, in their response to the motion, state that “ESSOVI did not become record owner of the Esso Tutu Service Station until April 11, 1989 by virtue of a deed from ESSOSA dated January 3, 1989.” Plaintiff Four Winds points out that the “Certification of Resolution” of ESSOVI accepting ESSOSA’s assets and liabilities is not dated until June 11, 1991, notwithstanding ESSOSA’s “Certificate” dated January 3, 1989 transferring those assets. Plaintiffs argue that the facts necessary to form a basis for ESSOVI’s liability were not available from the face of any documents available to the public, but were revealed only through discovery, on or about December 1991. ESSOVI replies that there were public documents available to Plaintiffs before the filing of their complaint in March 1992 that established the presence of ESSOVI in connection with the Esso Tutu Service station. ESSOVI points to the “deed from ESSOSA dated January 3, 1989” as establishing the critical link. Thus, ESSOVI suggests that the accrual date of the claims should be either January 3,1989 or at the very latest April 11, 1989. Plaintiffs argue that the claims accrued in December 1991, when they discovered that ESSOVI had assumed the liabilities and assets of ESSOSA. Though the question of what statute of limitation applies is one of law to be resolved by the court, the issue of whether the plaintiffs exercised reasonable diligence in bringing their claims against ESSOVI presents a question of fact. As is evidence from the court’s recitation of the parties’ contentions, and the evidence and affidavits submitted with the motions and responses, a material issue of fact exists as to whether the parties should have known in 1989 that they had a cause of action for negligence against ESSOVI. The plaintiffs have introduced evidence tending to show that critical information concerning ESSOVI’s potential liability was in the hands of ESSOSA or ESSOVI. Consequently, the question of whether the parties lacked diligence in pursuing their claims against ESSOVI is one appropriately reserved for trial. See Joseph, 867 F.2d at 184. The same reasoning applies to the question of whether the two-year limitation period operates to bar Plaintiffs’ nuisance and strict liability claims against ESSOVI. As to the nuisance claims, the analysis is different, and turns on whether the nuisance is temporary and thus may be abated, or whether it is permanent. Actual damage is yet to be ascertained and Plaintiffs submit that additional discovery is required to determine whether the injury is permanent. Here, the interference with the use and enjoyment of Plaintiffs’ property continues; that is, the wells remain contaminated and closed. In a private nuisance action alleging damage to property, this court has held that “[a]s long as the disturbance of possession continues, the statute of limitations cannot expire.” Rodgers v. Ibec Housing Co., 12 V.I. 166 (1975). In Kulpa, 534 N.Y.S.2d at 520, the court explained that “[wjhere, as here, a private continuing nuisance arises out of negligence and is alleged to be recurring, the wrong is not referable exclusively to the day when the original tort was committed.” In a water pollution action where a private continuing nuisance was alleged, the Kulpa court, in determining whether the action was time-barred, held that: even though [the defendant] acted promptly in draining its tank ... when it was notified of a leak and in replacing all three of its allegation] in her bill of particulars that the last test performed on the well showed unacceptable levels of gasoline in the well ... raised an issue of fact ... which required jury determination. Id. 534 N.Y.S.2d at 520. As other courts have explained, where the wrongful conduct continues and the nuisance is maintained, every continuance tolls the statute of limitation. See Citizen & Southern Trust Co. v. Phillips Petroleum Co., 192 Ga.App. 499, 385 S.E.2d 426, 428 (1989). Because the invasion to the wells continues, and Plaintiffs have argued that the question as to whether the damage is permanent or temporary is yet to be determined, Plaintiffs’ nuisance claims are timely under the two-year statute of limitations. Finally, ESSOVI’s alternative request for dismissal for failure to state a claim, “insofar ás ESSOVI did not own, lease or operate the Esso Tutu station or underground storage tanks until 1989,” must also be denied. This ground for dismissal also tests the sufficiency of Plaintiffs’ complaints. In determining whether a complaint should be dismissed for failure to state a claim, the court is limited to the facts as alleged in the complaint. The complaint may not be dismissed unless the court finds, viewing all reasonable inferences in the light most favorable to the plaintiff that the plaintiff can prove no set of facts in support of the claim that would entitle him to relief. See Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 102, 2 L.Ed.2d 80 (1957); Ferris v. Virgin Islands Indus. Gases, 21 V.I. 183, 186 (1987). In addition, on a motion to dismiss the court must accept as true all allegations in the complaint, and may consider as part of the “complaint” documents relied upon by the plaintiffs. See Chester County Interm. Unit v. Pennsylvania Blue Shield, 896 F.2d 808, 812 (3d Cir.1990). As discussed earlier, an issue of fact exists as to the extent of ESSOVI’s assumption of assets and liabilities of ESSOSA. Accepting as true Plaintiffs’ allegation that the potential liability as to the contamination was known to ESSOSA, and that ESSOVI assumed the assets and liabilities of ESSOSA, the court cannot conclude that the complaints against ESSOVI are legally insufficient. 2. Statute of Limitations as Bar to Claims Against Defendant ESSORICO and EXXON ESSORICO and EXXON move to dismiss as untimely the claims for negligence, nuisance, and strict liability set forth in PID/Harthmans’ Fourth Amended Complaint and Four Winds’ Second Amended Complaint. PID/Harthmans filed their Fourth Amended Complaint adding EXXON and ESSORICO as defendants on or about March 2, 1992. Four Winds added EXXON as a defendant in its First Amended Complaint, filed on or about March 2, 1992. ESSORICO was added as a defendant in Four Winds’ Second Amended Complaint, filed on or about March 1, 1993. EXXON and ESSORICO contend that Plaintiffs’ claims for negligence, nuisance, and strict liability are governed by the two-year statute of limitation, Virgin Islands Code Ann. tit. 5, § 31(5)(A), and accrued no later than July 1987, when the contamination was first discovered. Therefore, EXXON and ESSORICO argue that these claims, filed over two years after the statute of limitations had run, are time-barred. Plaintiffs argue that the six-year statute of limitation applies, and that even if the court were to find that the claims are governed by a two-year limitation period, the discovery rule would apply to toll the running of the statute. Alternatively, Plaintiffs argue that because EXXON is the parent of its wholly owned subsidiary ESSOSA, which was named in the original complaint, and ESSORICO is the wholly owned subsidiary of ESSOSA, the claims relate back to the filing of the first complaint. First, the court notes that as to Defendants’ motion to dismiss the nuisance claims in the amended complaints, the analysis of the ESSOVI motion to dismiss this claim applies and the nuisance claims are timely as against EXXON and ESSORICO. Plaintiffs first argument — that the six-year statute of limitations applies — is made moot by the court’s earlier finding that the two-year statute of limitations governs these claims, which sound in tort. Plaintiffs’ second argument is that the discovery rule applies because it was not until the December 1991 series of depositions that they “discovered” evidence that EXXON and ESSORICO engaged in conduct that would make these Defendants directly responsible for the injury to Plaintiffs. Specifically, Plaintiffs contend that it was through discovery that they learned that ESSORICO provided the expertise, personnel, budgetary process, supervision, and related services to the Esso Tutu Service Station-for the design, construction, repair, and maintenance of the station and its equipment, including the underground storage tanks used for storing gasoline and waste products. As to EXXON, Plaintiffs contend that the depositions of EXXON’s officers revealed that EXXON, through its corporate Environment and Safety Department [“E & SD”], retained control of the environmental activities of its affiliates. EXXON, through its departments, controlled, directed, and provided the capital for the design, repair, and replacement of the underground storage tanks. According to Four Winds, discovery revealed that “Exxon dictates policy, approves or rejects budget submissions, and in particular, dictates underground tank assessment, management and capital funding for replacement.” See Four Winds’ Resp.Opp’n EXXON’s Mot. to Dismiss at 20. Because the identity of the actor or actors whose conduct may be responsible for the injury sustained must be established before the action may lie, the discovery rule operates to postpone the accrual of the action until the plaintiff learns or, through the exercise of reasonable diligence, should have learned the facts necessary to fully state a claim. Based upon the foregoing, the court finds that the claims for negligence and strict liability as against EXXON and ESSORICO did not accrue until Plaintiffs, in the exercise of reasonable diligence, should have obtained the facts essential to their claims. a. ESSORICO’s Motion to Dismiss Four Winds’ Second Amended Complaint. The question of whether Four Winds’ Second Amended Complaint is timely as against ESSORICO remains unresolved. Should the finder of fact fix the accrual date of the claims as December 1991, the statute of limitations governing Four Winds’ claims for negligence, nuisance, and strict liability against ESSORICO, filed on March 1, 1993, has not yet expired. Nevertheless, ESSORICO maintains that the limitation period of the claims against it ran on or before July 7, 1989. Four Winds argues that under Fed. R.Civ.P. 15(c), the amended complaint adding ESSORICO as a defendant relates back both to the original complaint and to the first amended complaint. In its First Amended Complaint, Plaintiff alleged as follows at Paragraph 7: ESSOVI is a Delaware corporation and currently owns and operates Tutu Esso having assumed the operation from Daniel Bayard pursuant to an agreement for consideration on or about December 6, 1990. ESSORICO, upon information and belief, is a division ofESSOSA and designed and supervised the construction of Tutu Esso. ESSORICO further supplied engineering services and environmental expertise to Tutu Esso from the initial sale of the service station to current date. Paragraph 29 of the First Amended Complaint alleges further: Investigation has revealed that substantial quantities of hazardous substances, wastes, and pollutants were introduced into the underground storage tank at Tutu Esso which was designed by ESSORICO to store these substances. This tank was never maintained subsequent to its installation and was known, or should have been known, to the owners and operators of the service station to be leaking these substances into the Turpentine Run Aquifer. Four Winds argues that it made a mistake as to ESSORICO’s capacity to be sued. Four Winds states that a brief explanation of EXXON’s corporate structure is necessary to place its mistake in perspective.' EXXON, it is explained, operates its business through operating divisions. For example, EXXON operates under the fictitious name of Exxon Company International [“ECI”], registered under the law of New Jersey. ECI, an unincorporated division of EXXON, operates and supervises the business of EXXON outside the Continental United States. Esso Caribbean and Central America [“ECCA”] is an EXXON division which operates and supervises the business of EXXON in the Caribbean and Central America. Management of ECCA reports to a contact director in ECI. Esso Central Caribbean Division [“ECCD”] is another EXXON division which operates and supervises the business of EXXON in the Central Caribbean including, but not limited to, Puerto Rico and the United States Virgin Islands. The management of ECCD reports to the management of ECCA. Four Winds then explains that its due diligence sources were conflicting as to whether ESSORICO was operated as a mere division of EXXON or whether it was an EXXON subsidiary that may be sued in its own right. In addition, Four Winds contends the deposition testimony of Mr. C. Stuart Griffith, the president of ESSORICO, added to the obscurity of ESSORICO’s corporate status. Four Winds submits that during the December 1991 depositions of Mr. Griffith, he admitted that “ESSORICO is a wholly owned subsidiary of ESSOSA,” but . denied that he had “knowledge of the specifies of the organizational corporate structures.” As a result, Four Winds admits it concluded, incorrectly, that ESSORICO was a Division, and not a corporation that may be sued in its own right. Recently amended Rule 15(e), which governs the relation back of amendments adding parties or claims, provides in relevant part: An Amendment of a pleading relates back to the date of the original pleading when (1) Relation back is permitted by the law that provides the statute of limitations applicable to the action, or (2) the claim or defense asserted in the amended pleading arose out of the conduct, transaction, or occurrence set forth in the original pleading, or (3) the amendment changes a party or naming of a party against whom a claim is asserted if the foregoing provision (2) is satisfied and, within the period provided by Rule 4(j) for service of the summons and complaint, the party to- be brought in by amendment (A) has received such notice of the institution of the action that the party will not be prejudiced in maintaining a defense on the merits, and (b) knew or should have known that, but for a mistake concerning the identity of the proper party, the action would have been brought against the party, (emphasis added). The chief consideration in determining the applicability of the equitable doctrine of ‘relation-back’ is prejudice to the opposing party. Each prong of the Supreme Court’s four-prong test articulated in Schiavone v. Fortune, 477 U.S. 21, 28-30, 106 S.Ct. 2379, 2384, 91 L.Ed.2d 18 (1986), is satisfied.' This test, which is consistent with newly amended Rule 15(c), states that an amendment relates back if: (1) the basic claim ... [arose] out of the conduct set forth in the original pleading; (2) the party- to be brought in ..: received] such notice that it will not be prejudiced in maintaining its defense; (3) the party ... [knew] or should have known that but for a mistake in identity, the action would have been brought against it; and (4) the second and third requirements ... [are] fulfilled within the prescribed limitations period. On the facts of this case, it is readily apparent that the first requirement- is satisfied. As to the notice requirement, the facts show that (1) ESSORICO is a wholly-owned subsidiary of ESSOSA, named in the original complaint; and (2) it is alleged that one of ESSORICO’s primary corporate purposes was the design and installation of the storage systems (for ESSOSA) which Plaintiff asserts have failed. Besides this indication of an “identity of interest,” the corporations share the same headquarters, the same corporate officers, the same resident agent in the Virgin Islands for service of process, and last, but by no means least, the corporations are represented by the same attorneys. The facts show that even- if the notice requirement was not satisfied by the filing of the original complaint against ESSOSA, it was satisfied by the filing of the First Amended Complaint. It is apparent that based on paragraph 7 of Four Winds’ First Amended Complaint, ESSORICO knew or should have known that but for a mistake in identity, it would have been named as a party. The court has found that the First Amended Complaint was filed and served on ESSOSA within the prescribed limitation period. Here, the court can divine no prejudice to ESSORICO. It is clear that but for Four Winds’ mistaken conclusion that ESSORICO was a mere division and not a corporation, ESSORICO would have been named as a defendant in Four Winds’ First Amended Complaint. Early in the history of Rule 15(c), the Supreme Court announced that “[t]he Federal Rules reject the approach that pleading is a game of skill in which one misstep by counsel may be decisive to the outcome and accept the principle that the purpose of pleading is to facilitate a proper decision on the merits.” Conley v. Gibson, 355 U.S. 41, 48, 78 S.Ct. 99, 103, 2 L.Ed.2d 80 (1957). It is beyond doubt that the Defendant here has received the notice that the statute of limitations is intended to afford. Indeed, as the court has inferred, ESSORICO was on notice of the facts out of which the action arose and of its potential liability as a defendant since the original complaint was filed in 1989. Moreover, PID/Harthmans, who concluded correctly that ESSORICO could be sued in its own capacity, added ESSORICO as a defendant in their Fourth Amended Complaint. Certainly, ESSORICO cannot deny it was given notice then of its potential liability in this litigation. PID/Harthmans’ Fourth Amended Complaint adding ESSOR-ICO as a defendant was filed in March 1992 simultaneously with Four Winds’ First Amended Complaint that mistakenly identified ESSORICO as a division of EXXON. As our Court of Appeals has reiterated, in opposing a Rule 15(e) motion “the non-moving party must do more than merely claim prejudice; ‘it must show that it was unfairly disadvantaged or deprived of the opportunity to present facts or evidence which it would have offered ... had the amendments been timely.’ ” Bechtel v. Robinson, 886 F.2d 644, 652 (3rd Cir.1989) (quoting Heyl & Patterson Int’l v. F.D. Rich Housing of Virgin Islands, Inc., 663 F.2d 419, 426 (3rd Cir.1981) (citing Deakyne v. Comm’rs of Lewes, 416 F.2d 290, 300 (3d Cir.1969))). ESSORICO’s ability to defend this action has not been prejudiced. Therefore, the court concludes that justice requires that Four Winds be allowed to “freely amend” its complaint to name ESSORICO as a defendant. III. MAY EXXON BE HELD LIABLE UNDER THE ALTER EGOIVEIL PIERCING DOCTRINE? EXXON also moves for dismissal from the action entirely on the ground that Plaintiffs failed adequately to plead facts that would allow for piercing of its corporate structure. According to EXXON, Plaintiffs have failed to allege exceptional circumstances that justify corporate veil-piercing. EXXON contends that the court must consider only the pleadings and not the “voluminous extraneous matters and argument of plaintiffs beyond the face of the pleadings.” Looking only to the allegations of the complaints, EXXON maintains that there is no allegation (1) that the corporate structure has been used for the purpose of committing a fraud, or of “injustice” in the use or formation of the corporate structure; and (2) that the subsidiaries are under-capitalized. As such, EXXON argues Plaintiffs “have not and cannot make” allegations sufficient to demonstrate the exceptional circumstances which would require disregard of the separate identity of the two corporate entities. As a general rule, a parent corporation will not be held liable for the obligations of its subsidiary. See 1 William Fletcher, Cyclopedia of Corporations § 43 [hereinafter Fletcher]. As between parent and subsidiary, there is a presumption of separateness, and a plaintiff has a heavy burden to overcome that presumption to establish the liability of the parent. To warrant disregard of corporate separateness, the plaintiff must show more than that the parent owns the majority or all of the stock of the subsidiary and more than that the officers, directors, and managers are identical. There must be a showing that the parent intended to defraud or to escape liability or “that the parent exercised such dominion over finances, policies and practices that the controlled corporation has, so to speak, no separate mind, will or existence of its own and is but a conduit for its principal.” Id. Upon the proper showing, however, corporate separateness between parent and subsidiary may be disregarded, and the parent, the ultimate party in interest, may be liable. Courts have identified a veritable litany of factors, the presence of all or a combination of some of which tend to favor disregard of the corporate entity. In American Bell, Inc. v. Federation of Telephone Workers of Pennsylvania, 736 F.2d 879, 886 (3d Cir.1984), the Court of Appeals for the Third Circuit expressly endorsed the Fourth Circuit’s list of factors. First among the factors to be considered is gross under-capitalization. The other factors include but are not limited to: failure to observe corporate formalities, non-payment of dividends, the insolvency of the debtor corporation at the time, siphoning of funds of the corporation by the dominant stockholder, non-functioning of other officers or directors, absence of corporate records, and the fact that the corporation is merely a facade for the operations of the dominant stockholder or stockholders. In American Bell, the court observed that “this set of requirements is by no means the exclusive approach to corporate veil piercing.” Id. Other factors associated with the doctrine of corporate veil piercing are: the parent and the subsidiary having common business departments; the parent and subsidiary file consolidated financial statements and tax returns; the parent caused the incorporation of the subsidiary; the parent pays the salaries and other expenses of the subsidiary; the parent uses the subsidiary’s property as its own. 1 Fletcher, § 43. Indeed, courts addressing the inherently factual question of corporate identity have analyzed the question on an “alter ego,” “mere instrumentality,” or “agency” theory. Some cases analyze the question using these terms interchangeably; other courts have distinguished the agency theory as not requiring a showing of fraud or inequity. See Phoenix Canada Oil Co. v. Texaco, Inc., 842 F.2d 1466, 1477 (3d Cir.1988); see also American Bell, 736 F.2d at 887 (citing Publicker Indus., Inc. v. Roman Ceramics Corp., 603 F.2d 1065, 1070 (3d Cir.1979)); Japan Petroleum Co. (Nigeria) Ltd. v. Ashland Oil, 456 F.Supp. 831, 839 (D.Del.1978) (quoting Pacific Can Co. v. Hewes, 95 F.2d 42 (9th Cir.1938)). The cases show that no one fact is talismanic; that is, no one fact will render a parent liable for the actions of its subsidiary. Neither must all the above identified factors be present. In Anderson v. Lorch-Schierning, 20 V.I. 200 (1983), upon which Plaintiffs rely and which EXXON describes as being less than a “beacon of clarity,” this court allowed for the piercing of the corporate veil on a showing that (1) the corporation was formed solely to receive one piece of property; (2) the subsidiary sold no stock and engaged in no corporate activity; and (3) certain corporate formalities were disregard-¿d. In their complaints and responses, Plaintiffs allege that, as between EXXON and its subsidiaries, there is a • failure to observe corporate formalities, that the subsidiaries operate as divisions or departments of EXXON, and that with respect to environmental policies and programs, the subsidiaries act as extensions of EXXON because EXXON, through its operating divisions, “establishes safety and environmental control standards ... approve major capital expenditures for environmental'programs ... including, but not limited to, the'replacement, retrofitting, or reliniiig of underground storage tanks for gasoline products and other hazardous substances, wastes, pollutants, contaminants, and materials.” Four Winds’ First Am.Compl. ¶¶ 8, 9; also PID/Harthmans’ Fourth Am.Compl. ¶23. In sum, Plaintiffs allege that with respect to the environmental and safety programs, the corporations acted with disregard of their corporate separateness. From the totality of their allegations, Plaintiffs appear to proceed on an agency theory of parent-subsidiary liability. The court agrees with EXXON that Plaintiffs have failed to present sufficient facts to warrant disregard of the principle of corporate separateness. However, on this record, the court cannot conclude, as did EXXON, that Plaintiffs “cannot make allegations sufficient to demonstrate the exceptional circumstances ” for corporate veil piercing. Fed.R.Civ.P. 12(b)(6) provides that if: on a motion to dismiss for failure of the pleading to state a claim upon which relief can be granted, matters outside of the pleading are presented to and not excluded by the court, the motion shall be treated as one for summary judgment and disposed of as provided in Rule 56, and all parties shall be given reasonable opportunity to present all materials made pertinent to such a motion by Rule 56. Earlier, the court acknowledged that the “question of corporate identity is one of fact; and each case [must] be determined according to its own circumstances.” 1 Fletcher § 43. ■ Plaintiffs have presented some evidence tending to justify a finding of parental liability, but insufficient to satisfy their heavy burden of proof. Though it might be doubtful whether Plaintiffs will ultimately prevail on the merits of their claims against EXXON, it does not appear beyond a doubt that they can prove no set of facts in support of their claims. Accordingly, Exxon’s motions to dismiss the complaints are denied. Plaintiffs will be allowed the time to engage in the necessary discovery to supplement their pleadings, and EXXON will be given the opportunity to renew its argument on a motion for summary judgment. IV. TEXACO, INC.’s MOTIONS TO DISMISS FOR LACK OF PERSONAL JURISDICTION Texaco, Inc. moves under Fed. R.Civ.P. 12(b)(2) for dismissal of the PID/Harthmans’ Complaint and of L’Henri’s cross-claim. Texaco alleges that the court lacks personal jurisdiction over it, contending that the complaint and cross-claim fail to show that Texaco’s activity in the jurisdiction is sufficiently continuous and substantial to meet due process requirements. Texaco contends that it has no employees, maintains no offices, sells no products, and derives no revenue from activities within the Virgin Islands. Texaco argues that because it is without contacts, let alone “continuous or substantial” contacts, within the Virgin Islands, it lacks the requisite forum-related contacts so as to be “present” within the jurisdiction. Moreover, Texaco contends that PID/Harthmans’ and L’Henri’s attempts to impute the jurisdictional contacts to the forum of its indirect subsidiary, Texaco Caribbean, Inc. [“Texaco Caribbean”] must fail. Relying on Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 778, 104 S.Ct. 1473, 1480, 79 L.Ed.2d 790 (1984), and Southmark Corp. v. Life Investors, Inc., 851 F.2d 763, 773 (5th Cir.1988), Texaco argues that a parent corporation’s contacts with the forum must be independently examined because the subsidiary’s presence in the forum is not to be imputed automatically to the parent. Texaco argues that its presence in the Virgin Islands is difficult to analyze because it is non-existent. Texaco submits that Texaco, Inc., a Delaware corporation with its headquarters in White Plains, New York, is a holding company. Texaco admits it holds common stock of manufacturing companies such as Texaco Refining and Marketing, Inc., [“Texaco Refining”]. Texaco Refining, which is headquartered in Houston, Texas, owns “vast manufacturing assets” and stock of certain other holding and manufacturing companies. One of the companies owned by Texaco Refining is Texaco Overseas Holding, Inc., [“Texaco Overseas”], another Delaware corporation, which in turn holds the stock of Texaco Caribbean, Inc. Texaco Caribbean is an operating company licensed to do business in the Virgin Islands and is doing business in the Virgin Islands. Texaco alleges that, in contrast to Texaco Caribbean, it does not operate in the Virgin Islands. Through its affiant, Mr. Koch, Texaco avers that, as a holding company, it puts no product in the stream of commerce which would reach the Virgin Islands; it collects no revenues in the Virgin Islands; and it does not derive revenues from any sales or agents in the Virgin Islands. The pleadings allege that Texaco is at the top of a vertically integrated corporate structure and is the parent of its wholly owned subsidiary, Texaco Overseas, which in turn is the parent of the wholly-owned subsidiary, Texaco Caribbean. It is further alleged that Texaco controls the activities of its subsidiary, Texaco Caribbean. The non-movants argue that Texaco represented to the Securities and Exchange Commission [“SEC”] in the Form 10-k it filed with that office for the fiscal year December 31, 1988 that its subsidiary companies “represent a vertically integrated enterprise engaged in world-wide exploration for the produetion, transportation, refining, and marketing of ... petroleum products.” Texaco Form 10-k at 1, L’Henri Ex. 3. The parties point out that Texaco further states in this document that it “owns, leases, or has interests in extensive production, manufacturing, marketing, transportation and other facilities throughout the world.” L’Henri Ex. 3 at 2. The non-movants point to Texaco’s 1988 Annual Report, in which it states that “Texaco is the number one retail marketer in the Caribbean, commanding a 25% share of the market.” They also bring to the court’s attention Texaco’s boast in its annual report that “as the leading integrated oil company ... [it provides] opportunities to build incremental margins at every step in the chain— from exploration t