September 12, 1994
                  UNITED STATES COURT OF APPEALS

                      FOR THE FIRST CIRCUIT

                                             

No. 93-2253

             UNITED TECHNOLOGIES CORPORATION, ET AL.,
                     Plaintiffs, Appellants,

                                v.

            BROWNING-FERRIS INDUSTRIES, INC., ET AL.,
                      Defendants, Appellees.

                                             

                           ERRATA SHEET

     The  opinion of  the  court issued  on  August 19,  1994  is
corrected as follows:

     On page 4, last line   delete citation

     On page  5, line 11    change "in March, 1986"  to "no later
than early 1987"

     On page 5, lines 16, 17, 18   change sentence beginning with
"Here, . . . ." to "Here, the court entered the consent decree in
March of 1986 and remedial construction apparently started at the
Site within one year of that event."

     On page 19   line 13   change "five" to "six"

       For copy of appendix, please contact Clerk's Office.
                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT

                                             

No. 93-2253

             UNITED TECHNOLOGIES CORPORATION, ET AL.,
                     Plaintiffs, Appellants,

                                v.

            BROWNING-FERRIS INDUSTRIES, INC., ET AL.,
                      Defendants, Appellees.

                                             

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                    FOR THE DISTRICT OF MAINE

           [Hon. Morton A. Brody, U.S. District Judge]
                                                     

                                             

                              Before

                      Breyer,* Chief Judge,
                                          

               Torruella and Selya, Circuit Judges.
                                                  

                                             

     Peter Buscemi, with whom Howard  T. Weir, Thomas J. O'Brien,
                                                                
Ellen B. Steen, Morgan,  Lewis & Bockius, Jeffrey A.  Thaler, and
                                                            
Berman & Simmons, P.A. were on brief, for appellants.
                      
     Robert  L. Gulley,  with whom  Samuel B. Boxerman,  Sidley &
                                                                 
Austin, John A. Ciraldo, and  Perkins, Thompson, Hinckley & Keddy
                                                                 
were on brief, for appellee Browning-Ferris Industries, Inc.
     Arlyn  H.  Weeks and  Conley, Haley  &  O'Neil on  brief for
                                                   
appellee Central Maine Power Co.
     Edward  E.  Shea, Clayton  A.  Prugh,  Elizabeth A.  Bryson,
                                                                
Windels, Marx, Davies & Ives, Nicholas M. Lanzilotta, and Colby &
                                                                 
Lanzilotta on brief for appellee Carleton Woolen Mills, Inc.
          

                                             

                         August 19, 1994
                                             

               
*Chief Judge  Stephen Breyer heard  oral argument in  this matter
but did not  participate in the drafting  or the issuance of  the

panel's  opinion.   The remaining  two panelists  therefore issue
this opinion pursuant to 28 U.S.C.   46(d).

          SELYA,  Circuit Judge.    This appeal  demands that  we
          SELYA,  Circuit Judge.
                               

clarify  the  relationship  between  cost  recovery  actions  and

contribution  actions  under   the  Comprehensive   Environmental

Response, Compensation  and Liability Act (CERCLA),  42 U.S.C.   

9601-9675  (1987), as  amended  by the  Superfund Amendments  and

Reauthorization Act of 1986 (SARA), Pub. L. No. 99-499,    101 et
                                                                 

seq.,  100  Stat. 1613  (1986).   Having  completed our  task, we
    

affirm the district court's entry of summary judgment terminating

appellants' action as time-barred.

I.  BACKGROUND

          The essential facts are not in dispute.  In 1981, after

discovering  hazardous substance  contaminants  at a  landfill in

Winthrop, Maine  (the  Site),  the  United  States  Environmental

Protection Agency (EPA) placed the Site on  its national priority

list.    The  EPA and  Maine  thereafter  undertook  a concurrent

investigation  and  determined  that  Inmont  Corporation,  since

acquired by plaintiff-appellant  United Technologies  Corporation

(UTC),1  had conducted contamination  producing activities at the

Site from 1950 to 1975.

          In 1982,  the EPA notified  Inmont that it  was liable,

under  CERCLA, to  clean up  the Site.   Several years  of dilly-

dallying  eventually gave  way to  negotiations among  Inmont and

                    

     1UTC acquired  Inmont in 1979 and  transferred its ownership
to  BASF Corporation  (a UTC  subsidiary) in  1985.   Inmont then
merged  into BASF.  UTC  and BASF brought  this suit jointly, and
both appear here as appellants.

                                4

certain  other potentially  responsible parties  (PRPs),2 on  one

hand, and  the appropriate  federal and  state officials,  on the

second  hand.   The  parties reached  a  tentative agreement  and

prepared  a  consent decree.   On  January  29, 1986,  the United

States filed  a  civil action  against  Inmont and  others  under

CERCLA,  with a view toward securing a judicial imprimatur on the

proposed decree.  The suit alleged that the named defendants were

jointly  and severally liable for the costs the United States had

incurred, and would continue to absorb, in responding to releases

and threatened releases at the Site.

          The district  court  promptly consolidated  EPA's  case

with a nearly  identical case  that Maine had  filed against  the

same  defendants; and, on March  23, 1986, the  court entered the

consent decree.  Pursuant thereto, appellants agreed to undertake

and complete corrective  work at  the Site in  accordance with  a

plan  for remedial action.   The cleanup proved  to be expensive:

appellants make the uncontradicted  claim that remedial work cost

in excess  of $13,000,000 to date,  and that work yet  to be done

likely will absorb an additional $20,000,000 or more.  Appellants

also  agreed to reimburse, and  have since paid,  the federal and

state  sovereigns  $475,000  for costs  previously  incurred with

respect to scouring the Site.

          On October 16, 1992, appellants brought suit in federal

district  court against  several defendants,  including Browning-

                    

     2The other PRPs  were the Town of Winthrop,  Everett Savage,
and Glenda Savage.  None of them are involved in this appeal.

                                5

Ferris  Industries,  Inc.  (Browning).3     In  their  complaint,

appellants posited claims under both federal and state law.  They

alleged that the defendants  were wholly or partially responsible

for  contamination of the Site and sought three separate kinds of

relief,  namely, (1) recovery  of cleanup costs  paid directly by

them (hereinafter "first-instance costs"); (2) recovery of monies

paid  by them  to reimburse the  EPA and Maine  for cleanup costs

(hereinafter "reimbursed costs"); and (3) a declaration of rights

in respect to liability for future response costs.

          Browning moved for summary judgment, hypothesizing that

CERCLA's  statute  of  limitations  barred   appellants'  federal

claims,  and that the pendent state  claims should, therefore, be

dismissed for  lack  of  jurisdiction.    Appellants  voluntarily

dismissed their claims regarding the reimbursed costs (apparently

believing  such  claims  to constitute  time-barred  contribution

claims), but otherwise  opposed the motion.   A magistrate  judge

recommended  granting   brevis   disposition  with   respect   to
                              

appellants' remaining  claims.  The  district court agreed.   See
                                                                 

(D. Me. May 27, 1993).  This appeal followed.4

                    

     3The other named defendants included  Carleton Woolen Mills,
Inc., Central  Maine Power  Company, Community Service  Telephone
Co.,  Progressive  Iron Works,  Inc.,  and  Quaker Lace  Company.
Early in the proceedings,  appellants voluntarily dismissed their
action against Quaker Lace.  The remaining defendants appear here
as appellees.

     4When Browning sought  summary judgment,  all the  remaining
defendants followed suit.   They ultimately achieved an identical
result.  This proceeding  embraces the district court's  grant of
summary  judgment  in  favor of  all  defendants.    For ease  in
reference  we  treat the  appeal as  if  Browning alone  were the
appellee, but our resolution of it applies with full force to all

                                6

II.  ANALYSIS

          CERCLA and SARA together  create two different kinds of

legal  actions by which  parties can  recoup some  or all  of the

costs associated with  cleanups:  cost  recovery actions, see  42
                                                             

U.S.C.   9607(a), and contribution actions, see 

 recovery  actions  are subject  to  a  six-year  statute of

limitations,  see 

 contribution actions
                     

must be brought within half that time, see 

this case appellants' cause of action, no matter how

it is visualized,  accrued no later than early 1987.  Compare 

 that  the  trigger date  for  a  cost

recovery  action is fixed by the  "initiation of physical on-site

construction of  the remedial  action")  with 

 that the  accrual  period  for  contribution  actions

begins  when  a  "judicially approved  settlement"  is  entered).

Here, the court  entered the consent decree in March  of 1986 and

remedial  construction started at the Site in the same month that

the  court entered  the consent  decree, namely,  March of  1986.

Appellants  brought   suit  roughly  five   and  one-half   years

thereafter.   Thus,  the  sole question  presented  on appeal  is

whether  appellants' action is an action for cost recovery or one

for  contribution.   If  appellants' action  qualifies under  the

former  rubric, it is timely;  but, if it  is properly classified

                    

the other appellees.

     5We  set out the text of the centrally relevant statutes, 42
U.S.C.    9607(a), 9613(f) & 9613(g), in an appendix hereto.

                                7

under the latter rubric, it comes too late.

          Because  the  issue  on  appeal turns  on  the  correct

interpretation of the relevant statutory  provisions, we exercise

de  novo review.  See United States  v. Gifford, 

, 472
                                               

(1st Cir. 1994) (holding that  questions of law engender  plenary

appellate review); Liberty Mut. Ins. Co. v. Commercial Union Ins.
                                                                 

Co., 

, 757 (1st Cir. 1992) (same).
   

                A.  The Contours of Contribution.
                                                

          Four portions of the statute are of immediately obvious

relevance.  The only one of the four found in the original CERCLA

legislation  is  42 U.S.C.     9607(a)(4).   This  proviso  makes

enumerated parties  "liable for  . . .  all costs  of removal  or

remedial action  incurred by [government entities  and] any other

necessary  costs  of  response   incurred  by  any  other  person

consistent with  the national contingency plan."  The other three

provisions  originated  in SARA  and are  all codified  within 42

U.S.C.    9613.  Under 42  U.S.C.   9613(f)(1), "[a]ny person may

seek  contribution  from  any  other  person  who  is  liable  or

potentially  liable"  for  response  costs.    The  same  section

contains  two statutes  of  limitations.   One  provides that  an

action  for cost recovery must  be commenced within  six years of

the accrual date.6   

other provides  that
                        

"[n]o action for contribution for  any response costs or  damages

may be commenced more than 3 years after . . . the date of . .  .

                    

     6This subsection speaks  in terms "of the costs  referred to
in [section 9607]."  42 U.S.C.   9613(g)(2).

                                8

entry of a  judicially approved settlement  with respect to  such

costs or damages."  

is  apodictic that our  first recourse must  be to

the statute's text and  structure.  See United States  v. O'Neil,
                                                                

, 295 (1st Cir. 1993); United States v. Charles George
                                                                 

Trucking Co., 

, 688 (1st Cir. 1987).   Following this
            

path, it is evident that CERCLA differentiates between "action[s]

for  recovery of . .  . costs" and  "action[s] for contribution."

Compare 42 U.S.C.    9613(g)(2) with 

                                        

Congress did not explicitly plot the boundary that divides  these

two types of actions, we are not  wholly without guidance.  Under

accepted canons  of construction, legal  terms used in  framing a

statute  are ordinarily presumed to  have been intended to convey

their customary legal meaning.  See Bradley v. United States, 

, 609 (1973)  (holding that "the law uses  familiar legal

expressions in  their familiar legal sense")  (citation omitted);

MCA, Inc. v. Wilson, 

, 186 (2d  Cir. 1981) (similar);
                   

see also 2A Norman J. Singer, Sutherland Stat. Const.   47.30, at
                                                     

262 (5th ed. 1992).  This precept has special force when, as now,

there  is no persuasive evidence  that Congress aspired  to use a

particular legal term in some unusual or unorthodox sense.

          This  canon measurably  assists our  effort to  ascribe

meaning to the word "contribution."   Contribution is a  standard

legal  term that  enjoys  a stable,  well-known  denotation.   It

refers  to a claim "by  and between jointly  and severally liable

parties  for an appropriate division  of the payment  one of them

                                9

has  been  compelled to  make."   Akzo  Coatings, Inc.  v. Aigner
                                                                 

Corp.,     F.3d    ,      (7th Cir. 1994)  [1994 U.S. App.  LEXIS
     

17028  at  *5];  accord  Northwest Airlines,  Inc.  v.  Transport
                                                                 

Workers  Union, 

,  87-88 (1981); In  re "Agent Orange"
                                                                 

Prod. Liab.  Litig., 

,  207 (2d Cir. 1987);  see also
                                                                 

Black's Law Dictionary 399  (6th ed. 1990) (defining contribution
                      

as  a right  "of one  who has  discharged  a common  liability to

recover  of another  also liable,  the  aliquot portion  which he

ought  to pay  or  bear").7   Accordingly,  absent evidence  that

Congress  had a different, more exotic definition in mind, we are

inclined,  in  parsing  42  U.S.C.     9613,  to  give  the  word

"contribution" its generally accepted legal meaning.

          The relevant external  considerations counsel in  favor

of  this usage and, thus, solidify our inclination.  Perhaps most

important,   ascribing  a   traditional  meaning   to  the   term

"contribution"  fits both  CERCLA's language  and its  structure.

Under  such a reading, the two statutes of limitations complement

each other and together  exhaust the types of actions  that might

be brought to  recoup response costs:   the shorter  prescriptive

period,  contained in  42  U.S.C.    9613(g)(3), governs  actions

brought  by liable  parties  during or  following a  civil action

                    

     7Most  states  have  adopted  contribution  provisions  that
operate along  substantially similar lexicographical lines.   See
                                                                 
Northwest 

 n.17 (collecting exemplars).
                  
This is  an important datum because  CERCLA's legislative history
evinces an intent that  courts establish the scope and  nature of
CERCLA liability  consistent  with evolving  principles  of  law.
See, e.g.,  126  Cong.  Rec.  30,932 (1980)  (statement  of  Sen.
         
Randolph); 126  Cong.  Rec. 31,  965  (1980) (statement  of  Rep.
Florio).

                                10

under 42  U.S.C.     9606-9607(a),  while the  longer statute  of

limitations,  contained  in  42 U.S.C.     9613(g)(2),  addresses

actions brought by innocent parties that have undertaken cleanups

(say, the federal, state or local government).8

          This reading fits especially  well with the language of

42 U.S.C.   9613(g)(2),  which concerns actions for "recovery  of

the costs."  That  phrase, reiterative of the  subsection heading

"Actions for recovery  of costs," suggests full recovery;  and it

is  sensible  to  assume  that Congress  intended  only  innocent

parties    not  parties  who  were  themselves  liable     to  be

permitted  to  recoup  the  whole  of  their  expenditures.    By

contrast, 42  U.S.C.    9613(g)(3) allows a  "non-innocent" party

(i.e., a party who  himself is liable) only to seek recoupment of
     

that portion of his expenditures which exceeds his pro rata share
                                                           

of the overall liability    in other words, to  seek contribution

                    

     8It is possible that, although falling outside the statutory
parameters  established  for  an  express  cause  of  action  for
contribution, see 42 U.S.C.   9613(f)(1), a PRP who spontaneously
                 
initiates a  cleanup without governmental prodding  might be able
to  pursue an implied right  of action for  contribution under 42
U.S.C.   9607(c).  See Key Tronic Corp. v. United  States, 114 S.
                                                         
Ct.  1960, 1966  (1994)  (explaining that  CERCLA now  "expressly
authorizes a cause  of action  for contribution in  [  9613]  and
impliedly authorizes a similar and somewhat overlapping remedy in
[  9607]"); cf.  In re Hemingway Transp., Inc., 

, 931
                                              
(1st Cir.) (stating  in dictum  that "in the  event the  private-
action plaintiff itself  is potentially `liable'  to the EPA  for
response costs, and thus is akin to a joint `tortfeasor,' section
9607(a)(4)(B)  serves  as  the   pre-enforcement  analog  to  the
                                                
`impleader'   contribution   action   permitted   under   section
9613(f)"), cert. denied, 

(1993).  If, indeed, the
                       
law allows such an implied right of action for contribution to be
maintained   a matter on which we take no view   it is unclear to
us whether such a cause of  action would be subject to the three-
year  or the six-year  prescriptive period.   Because this appeal
does not pose that question, we leave it for another day.

                                11

rather  than complete  indemnity.   The  statutory language  thus

suggests that cost recovery and contribution actions are distinct

and do not overlap.

          The  pre-SARA  caselaw and  SARA's  legislative history

dovetail  to furnish  strong support  for imputing  a traditional

meaning  to the term "contribution" as  it appears in 42 U.S.C.  

9613.    As  originally  written,  CERCLA gave  the  EPA  several

remedial  choices.    For  example,  it  could  (1)  clean  up  a

contaminated site and then sue to recover its response costs, see
                                                                 

 endeavor to  compel a  PRP  to perform  a
   

cleanup  by   administrative  order,   or,  if  the   PRP  proved

recalcitrant,  by obtaining a judicial decree, see 

                                                      

(3)  negotiate a settlement, see 

this array
                                    

of weapons, however, CERCLA was   and still is   silent as to the

extent of  a particular PRP's  liability.  Judges  abhor vacuums;

and  the courts filled this lacuna in the statute, reading CERCLA

as  imposing joint  and  several liability  on  the part  of  all

responsible  parties  to  reimburse  the  government for  cleanup

expenses and to  pay response costs.  See, e.g.,  In re Hemingway
                                                                 

Transp., Inc., 

, 921 (1st Cir.), cert. denied, 114 S.
                                                         

Ct. 303 (1993);  O'Neil v. Picillo, 

, 178  (1st Cir.
                                  

1989), cert. denied, 

(1990).
                   

          Notwithstanding the  presumed  existence of  joint  and

several  liability, there  was much  uncertainty prior  to SARA's

passage  as  to whether  a responsible  party could  recover from

other PRPs the portion of its cleanup costs that exceeded its pro
                                                                 

                                12

rata share.   See, e.g., United States v.  New Castle County, 642
                                                            

F.  Supp.  1258,  1262   (D.  Del.  1986)  (noting  uncertainty).

Although most courts ultimately ruled that section 9607 conferred

an implied  right of action  for contribution in  favor of a  PRP

that paid more  than its  ratable share, see,  e.g., 

; Mardan Corp. v.  C.G.C. Music, Ltd., 

,
                                                 

1457  n.3 (9th  Cir.  1986), the  situation  was clouded  by  the

Court's refusal to imply rights of action under other statutes in

the absence  of an  express direction  from Congress,  see, e.g.,
                                                                

Texas  Indus., Inc.  v. Radcliff Materials,  Inc., 

,
                                                 

639-40   (1981)  (declining   to  imply   right  of   action  for

contribution under  the antitrust laws);  Northwest 

(finding  no implied  right to contribution  under

either the Equal Pay Act of 1963 or Title VII of the Civil Rights

Act of 1964).

          This background  brings the origins of  SARA into sharp

focus.    A  principal  goal  of  the  new  section 9613  was  to

"clarif[y] and confirm[] the  right of a person held  jointly and

severally  liable under  CERCLA to  seek contribution  from other

potentially liable parties, when the  person believes that it has

assumed a share  of the cleanup or cost that  may be greater than

its  equitable share under the  circumstances."  S.  Rep. No. 11,

99th Cong.,  1st  Sess. 44  (1985),  reprinted in  2  Legislative
                                                                 

History of  the Superfund  Amendments and Reauthorization  Act of
                                                                 

1986,  636, Sp. Print 101-120 (101st Cong., 2d Sess.) (1990); see
                                                                 

also  131 Cong. Rec.  24,450 (1985) (statement  of Sen. Stafford)
    

                                13

(predicting that section 9613 would "remove[] any doubt as to the

right of  contribution").  Of paramount  significance for present

purposes is that Congress, in enacting SARA, sought to codify the

case law, see 

   and the cases decided to
                    

that   point,  without   exception,   employed  the   legal  term

"contribution" in its traditional sense to cover an action by one

liable  party  against another  liable  party.   See,  e.g., Bulk
                                                                 

Distrib.  Ctrs., Inc. v. Monsanto Co., 

, 1442-44
                                     

(S.D. Fla. 1984); Jones v. Inmont Corp., 

, 1428-
                                       

29 (S. D. Ohio 1984).

          Taken  in the aggregate,  this impressive collection of

signposts    canons of  construction, other CERCLA  language, the

statute's structure, the  state of the case law antedating SARA's

passage,  and SARA's legislative  history    point squarely  to a

conclusion  that Congress  used  the word  "contribution" in  the

conventional sense, and  fully intended courts  to give the  word

its  customary meaning.    The authorities  so  hold.   See  Akzo
                                                                 

Coatings,      F.3d  at     [

at *7];
        

Amoco Oil Co. v. Borden, Inc., 

, 672 (5th Cir. 1989);
                             

Avnet, Inc.  v. Allied-Signal, Inc.,  

, 1137-38
                                   

(D.R.I. 1992); Transtech  Indus., Inc. v. A & Z Septic Clean, 

, 1086  (D.N.J. 1992), appeal dism'd, 

(3d
                                                 

Cir. 1993), cert. denied,  

(1994); see also  Key
                                                                 

Tronic  Corp. v. United States,  

, 1965-66 (1994)
                              

(observing  that section  9613(f)  expressly created  a cause  of

action permitting  a responsible party to  seek contribution from

                                14

other PRPs).

          Applying this  legal regime to  the facts at  hand, and

bearing in mind that appellants are by their own admission liable

parties, their claim  against Browning must  be classified as  an

action for contribution.  Hence,  unless the claim can  otherwise

be saved,  it will fall prey to the three-year bar of 42 U.S.C.  

9613(g)(3).

                   B.  The Statutory Interface.
                                              

          Appellants   argue    that,   notwithstanding   section

9613(f)(3), the  broad, unqualified  language to the  effect that

responsible parties  shall be  liable to  "any other  person," 42

U.S.C.   9607(a)(4),  provides  an  alternative  avenue  for  the

maintenance of their suit.   If this is  so, appellants add,  the

six-year  statute  of  limitations found  in  section 9613(g)(2),

pertaining to actions for  "recovery of the costs referred  to in

[ ] 9607" must govern in this instance.

          At face  value, this expansive reading  of section 9607

is  untenable; carried  to its  logical extreme,  such a  reading

would  completely swallow section 9613(g)(3)'s three-year statute

of limitations  associated with actions for  contribution.  Since

courts must strive to give effect to each subsection contained in

a statute, indeed,  to give effect to  each word and phrase,  see
                                                                 

United  States v.  Nordic Village,  Inc., 

, 1015
                                        

(1992);  United States  v. Ven-Fuel,  Inc., 

, 751-52
                                          

(1st  Cir. 1985), we refuse  to follow a  course that ineluctably

produces judicial nullification of an entire SARA subsection.

                                15

          Recognizing this looming  obstacle, appellants  attempt

to skirt it by  lowering their sights and, thus,  preserving some

semblance of utility for 42  U.S.C.   9613(g)(3).  In this  vein,

they focus  on the phrase "incurred  by," as used in  42 U.S.C.  

9607(a),  and asseverate,  based on  this language,  that section

9607(a) only covers actions to recoup cleanup costs directly paid

for  (i.e.,  "incurred") by  a  responsible party  (what  we have
          

termed  first-instance  costs,   see  supra  p.  4).     If  this
                                           

construction were adopted, then an  action for recoupment of sums

paid  by a responsible party to a government agency to compensate

it,  pursuant to  a  settlement or  judgment,  for the  funds  it

expended  in cleaning up a  site (what we  have termed reimbursed

costs, see supra p.  4), would lie under section 9613(f), but not
                

under section  9607(a).   Hence, section 9613(g)(3)  would retain

some  measure of vitality, for  an action by  a responsible party

against  other  PRPs to  recover that  portion of  the reimbursed

costs paid  by the former in  excess of its pro  rata share would
                                                     

constitute  a  contribution  claim,  subject  to  the  three-year

prescriptive period.9

          We are not persuaded by this sleight of hand.   For one

thing,  appellants' reading  depends on  excerpting  phrases from

section  9607(a) without  due  regard for  the statute's  overall

                    

     9As  an  example,  appellants  suggest that  an  attempt  to
recover some part of the $475,000 payment they made to compensate
the  EPA and Maine for the latters' cleanup expenditures would be
subject to the three-year limitations period, while an attempt to
recover a  portion of the  response costs  ($13,000,000 to  date)
paid  directly  by  appellants  could be  brought  under  section
9607(a) and come within the six-year limitations period.

                                16

content.  The full text of the relevant subsection, reproduced in

the appendix infra, makes selected  parties liable for "any other
                  

necessary  costs of response incurred by any other person."  This

unqualifiedly   broad   language  comfortably   accommodates  all

response costs  incurred  by a  private  party, not  just  first-

instance costs.   In  a nutshell, accepting  appellants' position

would  require  us to  read section  9607's language  ("any other

necessary  costs")  as  containing  an   implicit  qualification:

"except for monies paid to reimburse government entities' cleanup

costs."   There  is simply  no rhyme  or reason for  reading that

condition into what appears  on its face to be  a straightforward

statutory directive.  See, e.g., CIA v. Sims, 

,  169-
                                            

70  (1985)   (refusing  to   read  limitations  into   broad  and

unconditional  statutory language).   Under  the reading  that we

adopt, by contrast, the unqualified language "any other necessary

costs"   remains  as   Congress  wrote   it,  that   is,  without

qualification.10  We think that this reading is preferable.

          For another thing, appellants' tracing of the statutory

interface is wholly dependent on an unusually cramped reading  of

the  term "contribution."    Under appellants'  theory, the  term

refers only to reimbursed costs.  This artificial circumscription

entirely  omits  from the  sweep of  section  9613 what  might be

called "traditional" contribution actions.   We know of no  other

court  that  has  given  such  an  odd  definition  to  the  term

                    

     10As  discussed  above,  see  supra  p.  11,  42   U.S.C.   
                                        
9613(f)(1)   explicitly  confirms   the   cause  of   action  for
contribution that is implicit in the language of   9607(a).

                                17

"contribution" in this    or any other    context; and, though we

recognize that  we are not bound  to interpret the word  as it is

defined  by state law, see 42 U.S.C.   9613(f)(1) (providing that
                          

claims for contribution  "shall be governed by Federal law"), the

responsibility  to develop federal common law is not a license to

override  policy choices  made  by  the  Congress  or  to  create

newfangled definitions for no better reason than that they suit a

party's convenience or strike a judge's fancy.  The meaning to be

attributed to terms  governed by  federal law must,  at the  very

least, comport  with the  statutory  scheme in  which such  terms

appear,   and,   wherever   possible,    effectuate   discernible

congressional  intent.   Put  bluntly, a  court cannot  rewrite a

statute  by  the simple  expedient of  calling  a camel  a horse,

overlooking obvious humps.

          Appellants'   suggested   interpretation   fails   this

commonsense test on two grounds.   First, 42 U.S.C.   9613 itself

appears   to  reject   any  distinction   for  the   purposes  of

contribution between  first-instance costs and  reimbursed costs.

After all,  subsection 9613(f)(3)(B)  authorizes a party  to seek

contribution "for some or all of the response action or  for some

or all of the costs of such action . . ."  The simple  reading of

this subsection  is that  the initial  phrase refers to  expenses

incurred in the course of a liable party's direction of a  site's

cleanup  while  the  second  phrase refers  to  reimbursement  of

cleanup costs incurred under the government's hegemony.

          The legislative history confirms this explanation.   In

                                18

formulating SARA, the Senate  Committee on Environment and Public

Works viewed what is now section 9613(f) as intended to permit an

action  for  contribution  when  a  party  believed  that it  had

"assumed a share of the cleanup or cost that may  be greater than

its equitable share."  S. Rep. No. 

.  By like token, the
                                            

House Committee  on Energy and Commerce  stated that contribution

could be had under section 9613(f) by parties "who settle for all

or part of a cleanup or its costs . . ."  H.R. Rep. No. 253,  pt.

1, 99th Cong., 2d Sess. 80 (1985), reprinted in 1986 U.S.C.C.A.N.
                                               

2835, 2862.   These statements show beyond  serious question that

the  drafters intended  contribution,  as that  term  is used  in

section  9613, to  cover  parties' disproportionate  payments  of

first-instance  costs  as   well  as  parties'   disproportionate

payments of reimbursed costs.

          Second,   appellants'   construction  emasculates   the

contribution   protection   component   of  CERCLA's   settlement

framework.   CERCLA seeks to provide EPA with the necessary tools

to  achieve  prompt  cleanups.   See  United  States  v.  Cannons
                                                                 

Engineering Corp., 

, 90-91  (1st Cir. 1990).  One such
                 

tool is the ability to  foster incentives for timely settlements.

See 

end,  42 U.S.C.    9613(f)(2) provides  that a
       

party  who settles with the  government "shall not  be liable for

claims  for  contribution  regarding  matters  addressed  in  the

settlement."   Because only the amount of the settlement, not the

pro rata share attributable to the  settling party, is subtracted
        

from the aggregate liability of the nonsettling parties, see 

9613(f)(2)  envisions that  nonsettling parties  may bear

disproportionate liability.   This paradigm is  not a scrivener's

accident.  It "was designed to encourage settlements  and provide

PRPs a measure  of finality  in return for  their willingness  to

settle."  Cannons 

; see also H.R. Rep.
                                                       

No. 

, 1986 U.S.C.C.A.N. at 2862.
              

          This  mechanism for  encouraging  settlement  would  be

gutted  were courts to share appellants' view of the contribution

universe, for subsection 9613(f)(2) then would afford very little

protection.    Although the  subsection  still  would  prevent  a

settlor  from being  sued by  another responsible  party claiming

that the first settlor  paid less than  its ratable share of  the
                                                                 

government's expenses (what  we have termed  "reimbursed costs"),
                     

the  statutory shield would not  extend beyond that  point.  Most

disturbingly, if  a party's  direct, first-instance  payments are

not  grist for  the contribution  mill, but,  instead, are  to be

treated  as recovery costs within the purview of section 9607(a),

a nonsettling or later-settling PRP would be entitled to bring an

action against a  responsible party who  settled at the  earliest

practicable moment, but paid  less than his ratable share  of the

aggregate first-instance payments.   Exposing early settlors  who

make first-instance  payments to  later contribution  actions not

only would create a needless asymmetry in the treatment of first-

instance  costs as  opposed to  reimbursed costs, but  also would

greatly  diminish  the  incentive  for  parties  to  reach  early

settlements with  the  government, thereby  thwarting  Congress's

                                20

discernible  intent.11   This  result  makes  little sense,  and,

therefore,  we reject  appellants' tortured  construction of  the

statutory language.

III.  CONCLUSION

          The  word "contribution"  for purposes  of 42  U.S.C.  

9613(f)  should  be  given its  plain  meaning.    Adapted to  an

environmental case, it refers to an action by a responsible party

to recover  from another  responsible party that  portion of  its

costs that are  in excess of its pro rata  share of the aggregate
                                         

response   costs   (including  both   first-instance   costs  and

reimbursed costs).  Applying  this definition, the instant action

clearly  qualifies as  an action  for contribution  under section

9613(f)(1).      And  because   CERCLA's   text  indicates   that

contribution  and   cost  recovery  actions  are  distinct,  non-

overlapping  anodynes,12 the  action had  to be  commenced within

three years of its accrual.  See 42 U.S.C.   9163(g)(3).
                                

          We need go no further.  Appellants did not deign to sue

until  some six  and one-half  years after  entry of  the consent

                    

     11It  bears mention  that  CERCLA's contribution  protection
provisions also would be undermined if cost recovery actions were
deemed to be overlapping with contribution actions.

     12Envisioning contribution and cost recovery actions as non-
overlapping is  perfectly  consistent  with  the  Court's  recent
determination that  42 U.S.C.    9613 and 9707(a) create "similar
and somewhat overlapping" actions  for contribution.  Key 

.   The Key  Tronic Court  was discussing two
                                       
different species of contribution  actions and expressed no views
anent  the  relation  between  contribution  and  cost   recovery
actions.

                                21

decree.  Their suit is, therefore, time-barred.13 

Affirmed.
        

                    

     13The court below  reached the same result based on somewhat
different  reasoning.     While  its  rationale   strikes  us  as
problematic, we see  little point  in tilting at  windmills.   An
appellate court is  not chained to  the lower court's  reasoning,
but may affirm the judgment below on any independently sufficient
basis made  manifest by the  record.   See Garside v.  Osco Drug,
                                                                 
Inc.,  

, 49  (1st Cir.  1990); Polyplastics,  Inc. v.
                                                              
Transconex, Inc., 

, 860-61 (1st Cir. 1987).  Thus, we
                
endorse  the result reached  below solely for  the reasons stated
herein.

                                22