                 FOR PUBLICATION

  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT

ANDERSON BROTHERS, INC., an             No. 12-35346
Oregon corporation,
                  Plaintiff-Appellee,      D.C. No.
                                        3:11-cv-00137-
STATE OF OREGON,                             MO
              Intervenor-Appellee,

                 v.

ST. PAUL FIRE AND MARINE
INSURANCE COMPANY, a Minnesota
Insurance Company,
               Defendant-Appellant.



ANDERSON BROTHERS, INC., an             No. 12-35454
Oregon corporation,
                  Plaintiff-Appellee,      D.C. No.
                                        3:11-cv-00137-
STATE OF OREGON,                             MO
              Intervenor-Appellee,

                 v.                       OPINION

ST. PAUL FIRE AND MARINE
INSURANCE COMPANY, a Minnesota
Insurance Company,
               Defendant-Appellant.
2    ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

        Appeal from the United States District Court
                 for the District of Oregon
       Michael W. Mosman, District Judge, Presiding

                    Argued and Submitted
                May 9, 2013—Portland, Oregon

                      Filed August 30, 2013

      Before: Alex Kozinski, Chief Judge, and Stephen
      Reinhardt, and Marsha S. Berzon, Circuit Judges.

                   Opinion by Judge Reinhardt


                           SUMMARY*


                  CERCLA / Insurance Law

    The panel affirmed the district court’s judgment in favor
of an insured, holding that the insurer breached its duty to
defend when it refused to provide a defense after the insured
received letters from the Environmental Protection Agency,
notifying the insured of its potential liability under the
Comprehensive Environmental Response, Compensation, and
Liability Act for environmental contamination of the Portland
Harbor Superfund Site.

    The Environmental Protection Agency sent two letters to
the insured: a letter issued pursuant to Section 104(e) of

  *
    This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
    ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.         3

CERCLA requiring the insured to respond to questions that
necessarily established its liability under CERCLA; and a
General Notice Letter identifying the insured as a potentially
responsible party. The panel held that both the 104(e) Letter
and the General Notice Letter were “suits” under Oregon law
within the meaning of the policies’ duty to defend. The panel
also held that the letters alleged facts sufficient to alert the
insured to its potential liability for environmental
contamination under CERCLA. The panel held that the
insurer breached its duty to defend, and affirmed the
attorney’s fee award in the insured’s favor.


                         COUNSEL

Seth Row (argued), Parsons, Farnell, & Grein, LLP, Portland,
Oregon, for Plaintiff-Appellee Anderson Brothers, Inc.

David B. Thompson (argued), Senior Assistant Attorney
General, Salem, Oregon, for Intervenor-Appellee State of
Oregon.

Thomas A. Gordon (argued) and Andrew Moses, Gordon &
Polscer, LLC, Portland, Oregon, for Defendant-Appellant St.
Paul Fire and Marine Insurance Company.

Laura A. Foggan, Wiley Rein LLP, Washington, D.C., for
Amicus Curiae Complex Insurance Claims Litigation
Association.
4   ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

                          OPINION

REINHARDT, Circuit Judge:

     The Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.
(“CERCLA”), establishes a retroactive strict liability regime
that imposes joint and several liability upon past and current
landowners or operators of properties or facilities from which
hazardous substances have been released or disposed into the
environment. Plaintiff-Appellee Anderson Brothers, Inc.,
(“Anderson”) received two letters from the Environmental
Protection Agency (“EPA”) notifying Anderson of its
potential liability under CERCLA for environmental
contamination of the Portland Harbor Superfund Site. The
first letter required Anderson to submit an extremely detailed
response to a questionnaire about its activities at its
properties, under threat of severe civil penalties. The
questionnaire required Anderson to respond to questions that
necessarily established its liability under CERCLA. The
second formally identified Anderson as a potentially
responsible party (“PRP”) and “encourage[d]” it to participate
in settlement negotiations with other PRPs.

    Anderson’s general liability insurer, Defendant-Appellant
St. Paul Fire and Marine Insurance Co. (“St. Paul”), declined
to provide Anderson with a legal defense. Under the
comprehensive general liability policies in question, St. Paul
has a duty to defend Anderson against “suits” for activities
covered by the comprehensive general liability policies. St.
Paul did not consider the letters sent to Anderson to be “suits”
because they were not filed in a court of law. In light of
CERCLA’s unique liability regime, which is designed to
     ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.                 5

promote settlement with the EPA instead of litigation, the
district court held that both letters were “suits.”

    We affirm.

                                   I

    Anderson is an Oregon corporation that owned and leased
property, falling within the boundaries of the Portland Harbor
Federal Superfund Site (“the Site”). St. Paul issued two
comprehensive general liability policies (“the Policies”) to
Anderson,1 providing coverage for damages arising from
“occurrences” that happened between January 1979–80 and
January 1980–81, respectively.          St. Paul’s relevant
obligations under the Policies, which include a duty to defend
Anderson, are as follows:

         The Company will pay on behalf of the
         insured all sums which the insured shall
         become legally obligated to pay as damages
         because of: . . . property damage to which this
         insurance applies, caused by an occurrence,
         and the Company shall have the right and duty
         to defend any suit against the Insured seeking
         damages on account of such . . . property
         damage, even if any of the allegations of the
         suit are groundless, false or fraudulent, and
         may make such investigation and settlement
         of any claim or suit as it deems expedient . . . .

(Emphasis added.)

  1
    St. Paul also issued additional policies to Anderson and to another
corporate entity owned by Anderson. Those policies are not at issue here.
6       ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

     The EPA listed the Site as a “Superfund” site in
December 2000.2 See 65 Fed. Reg. 75179, 75182 (Dec. 1,
2000). On or around January 18, 2008, Anderson received a
letter from the EPA, issued pursuant to Section 104(e) of
CERCLA, 42 U.S.C. § 9604(e) (“the 104(e) Letter”). The
104(e) Letter stated that the EPA “seeks [Anderson’s]
cooperation” in its investigation of the release of hazardous
substances at the Site, and explained that EPA was seeking
information from “current and past landowners, tenants, and
other entities believed to have information about activities
that may have resulted in releases or potential threats of
releases of hazardous substances to the Site.” The 104(e)
Letter enclosed an extensive 82-question “Information
Request” seeking, inter alia: information about Anderson’s
ownership of and operations at any property within the Site;
specific physical, environmental, and structural descriptions
of each property Anderson leased or owned within the Site;
and detailed descriptions of Anderson’s current and former
activities at the Site, including its use of drainage and sewage
lines, its handling and disposal of any hazardous substances
and soils, and its use of groundwater. The 104(e) Letter also
informed Anderson that “[w]hile EPA seeks your voluntary
cooperation . . . compliance with the Information Request is
required by law” and failure to respond could result in an
enforcement action and civil penalties of $32,500 per day of
noncompliance.

    2
    “Superfund site” is a colloquial term used to refer to sites listed by the
EPA on the National Priorities List (or “Superfund list”) as part of the
National Contingency Plan for the Removal of Oil and Hazardous
Substances, pursuant to section 105 of CERCLA, 42 U.S.C. § 9605. See
Pakootas v. Teck Cominco Metals, Ltd., 646 F.3d 1214, 1216 (9th Cir.
2011). Superfund sites are sites believed by the EPA to be amongst the
most contaminated in the nation or those most urgently requiring further
investigation or remediation.
     ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.               7

    Anderson tendered the 104(e) Letter to St. Paul, and
requested that St. Paul provide a legal defense and indemnity
pursuant to its contractual duty to defend. St. Paul declined
to provide a defense.

    In November 2009, Anderson received a second letter
from the EPA entitled “General Notice Letter for the Portland
Harbor Superfund Site” (“the General Notice Letter”). The
General Notice Letter explained that under sections 106 and
107 of CERCLA, 42 U.S.C. §§ 9606–9607, parties identified
by the EPA as PRPs may be required to take action to clean
up environmental contamination as ordered by the EPA, to
reimburse the EPA for its own expenditures in cleaning up
the Site, and to pay damages for any harm to natural
resources caused by contamination at the Site. It continued:

        EPA has evaluated information in connection
        with the investigation of the Site performed to
        date and believes that Anderson Brothers, Inc.
        and Specialty Truck Parts[3] may be a PRP
        with respect to the Site. . . . EPA has reason
        to believe that hazardous substances have
        been or are being released from the
        facility(ies) located at [properties owned and
        leased by Anderson] in Portland, Oregon, into
        the ‘study area’ for [the Site] . . . .

   The General Notice Letter also “encourage[d]
communication between [Anderson], other PRPs, and EPA”
and enclosed a list “of PRPs identified to date for the Site.”
The letter urged Anderson to communicate with a

 3
   Specialty Truck Parts was a corporation acquired by Anderson in 1973
and dissolved in 1992.
8   ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

“Convening Group” in which “PRPs work together to allocate
the cleanup costs and work through intra-party issues to
prepare for future negotiations with EPA for performance of
the cleanup and reimbursement of response costs after EPA
has issued its Record of Decision for the [Site.]”
Participation in the Convening Group “will avoid litigation
and significant transaction costs to you and your company.”
The General Notice Letter was a form letter, identical to the
one sent out to all PRPs at the Site.

    Anderson tendered the General Notice letter to St. Paul,
again requesting that St. Paul provide a legal defense under
its contractual duty to defend. St. Paul again refused to
provide a defense.

                              II

    Anderson sued St. Paul in district court, alleging that St.
Paul breached its duty to defend under the Policies by
refusing to provide Anderson with a legal defense in response
to each of the two letters. After the parties filed cross-
motions for summary judgment, the State of Oregon
intervened on Anderson’s behalf in order to defend the
constitutionality of the Oregon Environmental Cleanup
Assistance Act, which provides a legislatively-imposed
definition of “suit” in comprehensive general liability
policies, as discussed below.

     The district judge granted Anderson’s motion for partial
summary judgment from the bench, concluding that both
letters triggered St. Paul’s duty to defend. The parties
stipulated to the resulting damages in order to obtain a final
judgment. St. Paul appealed.
    ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.       9

    Anderson then moved for attorney’s fees pursuant to Or.
Rev. Stat. § 742.061. The district court granted Anderson’s
motion in part, awarding slightly less fees than it had
requested. St. Paul filed a timely notice of appeal of the
attorney’s fee award, acknowledging that the award should be
reversed only in the event that this court were to reverse the
district court’s judgment on the merits. We consolidated the
appeals.

                             III

    The primary question before us is whether the 104(e)
Letter and the General Notice Letter are “suits” under Oregon
law within the meaning of the Policies’ duty to defend. If
either letter was a “suit,” St. Paul had a duty to defend
Anderson, although that duty would be invoked later if only
the second letter caused it to commence. Otherwise, St. Paul
acted within its rights in refusing to provide Anderson with a
defense.

                              A

    The Policies here are standard-form comprehensive
general liability policies. See Susan J. Miller & Philip
Lefebvre, 1 Miller’s Standard Insurance Policies Annotated
421.5 (2013 Supp.) (replicating the 1973 standard form
comprehensive general liability policy that was in use when
the Policies were issued). Identical policies were issued by
insurers nationwide at the time the Policies were purchased.
Because the EPA is engaged in Superfund remediation
projects across the nation, it comes as no surprise that the
question whether a letter from the EPA initiating proceedings
under CERCLA constitutes a “suit” has been widely litigated.
10 ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

This question has divided state courts as well as federal courts
applying contract law of the several states.

    Although the legal question here is one of state contract
law, the nature of the federal CERCLA regime is relevant to
the contractual interpretation issues. CERCLA imposes strict
liability on all entities that have owned or operated
“facilities”4 at which hazardous substances were “disposed.”
See Carson Harbor Village, Ltd. v. Unocal Corp., 270 F.3d
863, 870 (9th Cir. 2001) (en banc); see also 42 U.S.C.
§§ 6903, 9601(29) (defining “disposal”). The current owner
of any facility at the time of cleanup is also strictly liable for
any “release” of hazardous substances from the facility, see
42 U.S.C. § 9601(22) (defining “release” broadly), unless the
owner satisfies the “narrowly applicable” “innocent
landowner” defense, Carson Harbor, 270 F.3d at 883; see
42 U.S.C. §§ 9601(35), 9607(a)–(b).

    “Once an entity is identified as a PRP,” the EPA has
broad authority to compel it “to clean up a contaminated area
or reimburse the Government for its past and future response
costs.” Burlington Northern & Sante Fe Ry. Co. v. United
States, 556 U.S. 599, 609 (2009); see also Pakootas v. Teck
Cominco Metals, Ltd., 452 F.3d 1066, 1072–73 (9th Cir.
2006) (summarizing the various tools at the EPA’s disposal
to arrange for a contaminated site to be cleaned up at PRPs’
ultimate expense). A PRP’s failure to cooperate with any
reasonable order from the EPA at a contaminated site can
result in significant civil liability. See Pakootas, 452 P.3d at
1073. These broad powers give the EPA strong leverage to


  4
     Facility is defined so broadly as to include almost any property or
structure from which hazardous substances are emitted. See 42 U.S.C.
§ 9601(9); see also United States v. Bestfoods, 524 U.S. 51, 56 (1998).
     ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO. 11

compel PRPs to settle. Indeed, “encourag[ing] early
settlement between [PRPs] and environmental regulators” is
one of CERCLA’s central purposes. California Dep’t of
Toxic Substances v. Hearthside Residential Corp., 613 F.3d
910, 915 (9th Cir. 2010); see also Interim Guidance, 53 Fed.
Reg. at 5298.

    It is vital for a PRP to participate in settlement talks at the
earliest possible opportunity because “[n]on-settling PRPs
may be held jointly and severally liable for the entire amount
of response costs minus the amount of the settlement.” United
States v. Aerojet Gen. Corp., 606 F.3d 1142, 1152 (9th Cir.
2010). Furthermore, non-settling PRPs may not file a
contribution action against settling PRPs “regarding matters
addressed in the settlement.” 42 U.S.C. § 9613(f)(2). For
this reason, the EPA sends general notice letters to PRPs “as
early in the process as possible”; “[e]arly receipt of the
general notice will ensure that PRPs have adequate
knowledge of their potential liability as well as a realistic
opportunity to participate in settlement negotiations.” Interim
Guidance, 53 Fed. Reg. at 5301.

    In light of the effect on a PRP of failing to voluntarily
participate in CERCLA settlement negotiations, it is perhaps
not surprising that the “huge majority of U.S. courts hold that
a policyholder’s receipt of a PRP notice[5] from the U.S. EPA



 5
   We refer to EPA’s November 2009 letter as the General Notice Letter,
because that is how it is captioned. This court and other courts, however,
have also referred to such letters as “PRP notices” or “PRP letters”
because general notice letters are the EPA’s method of advising an entity
that it is a PRP. See Interim Guidance, 53 Fed. Reg. at 5300. The terms
are interchangeable.
12 ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

. . . is the ‘functional equivalent’ of a ‘suit.’” Land O’Lakes,
Inc. v. Employers Mut. Ins. Co. of Wis., 846 F. Supp. 2d 1007,
1020 (D. Minn. 2012) (quoting 2 Tod Zuckerman & Mark
Raskoff, Environmental Insurance Litigation: Law and
Practice § 12:33 (2011)); see also id. at nn.16–17 (collecting
11 state supreme court decisions holding that PRP letters
trigger “suits” and 3 state supreme courts holding to the
contrary). Indeed, this court was one of the first courts to
adopt that now-majority view. See Aetna Cas. & Sur. Co. v.
Pintlar Corp., 948 F.2d 1507, 1516, 1517 (9th Cir. 1991)
(applying Idaho law).

    In Pintlar, we held, under Idaho contract law, that a PRP
notice “is the effective commencement of a ‘suit’
necessitating a legal defense.” Id. We explained that once
the EPA has identified a possible PRP, “[i]n order to
influence the nature and costs of the environmental studies
and cleanup measures, the PRP must get involved from the
outset.” Id. Failure to cooperate with any requests by the
EPA “may expose the insured, and potentially its insurers, to
much greater liability, including the EPA’s litigation costs.”
Id. Accordingly, we held that insurance coverage “should not



     Almost all of the cases addressing whether a communication from the
EPA is a “suit” have dealt with general notice letters rather than 104(e)
letters. This is likely because the EPA often sends the two letters
simultaneously. See Interim Guidance on Notice Letters, Negotiations,
and Information Exchange, 53 Fed. Reg. 5298, 5300 (Feb. 23, 1988)
(“Interim Guidance”). At the Site, however, the EPA’s practice appears,
at least in many instances, to have been to send 104(e) Letters to property
owners within the Site prior to sending General Notice Letters. See, e.g.,
Century Indemnity Co. v. Marine Group, LLC, 848 F. Supp. 2d 1238,
1244–45 (D. Or. 2012) (PRP received General Notice Letter two years
after receiving 104(e) Letter).
       ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO. 13

depend on whether the EPA may choose to proceed with its
administrative remedies or go directly to litigation.” Id.

    With these observations in mind, we turn to the
immediate questions before us, i.e. whether there is any
reason to reach a different result under Oregon law than the
one we reached in Pintlar, and, if so, whether the same
conclusion is justified with respect to the 104(e) Letter as
well.6

                                    B

    In 1999, the Oregon legislature enacted the Oregon
Environmental Cleanup Assistance Act, Or. Rev. Stat.
§§ 465.475–465.480 (“OECAA”).7 OECAA provides a
definition for the term “suit,” and instructs courts to apply
that definition when interpreting comprehensive general
liability policies in cases involving administrative actions by
the EPA. OECAA defines “suit” as follows:

         Any action or agreement by the . . . [EPA]
         against or with an insured in which . . . the

   6
      Aside from contending that Pintlar has no bearing on this case
because it applies Idaho contract law, St. Paul also argues that Pintlar is
factually distinct because the insured in Pintlar had received further
communications after receiving a General Notice Letter and had agreed
to perform a remedial study. We disagree. Pintlar clearly held that the
duty to defend was triggered by the General Notice Letter, not by any
subsequent communications between Pintlar and the EPA. See Pintlar,
948 F.2d at 1517 (“[A]n ‘ordinary person’ would believe that the receipt
of a PRP notice is the effective commencement of a ‘suit’ necessitating
legal defense.” (emphasis added)).
  7
    OECAA was amended in ways not relevant here on June 10, 2013.
See 2013 Or. Laws. Ch. 350 (2013).
14 ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

        [EPA] in writing directs, requests or agrees
        that an insured take action with respect to
        contamination within the State of Oregon is
        equivalent to a suit or lawsuit as those terms
        are used in any general liability insurance
        policy.

Or. Rev. Stat. § 465.480(2)(b). OECAA’s “savings clause,”
states that the definition of “suit” applies unless the intent of
the parties is shown to be contrary to the definition provided
by the statute. Or. Rev. Stat. § 465.480(8). Because
OECAA’s statutory definition of “suit” does not apply if that
definition is contrary to the parties’ intent, we first determine
whether the Policies demonstrate the parties’ intended
meaning of “suit,” and whether any such intent is contrary to
the OECAA definition.

    How to determine the meaning of a disputed term in a
particular insurance policy is a question of state law. Like
most states, Oregon determines the intent of parties to an
insurance contract by looking first to the plain meaning of
any disputed terms and then to the structure and context of
the policy as a whole. See Gonzales v. Farmers Ins. Co. of
Or., 196 P.3d 1, 3 (Or. 2008); Hoffman Constr. Co. of Alaska
v. Fred S. James & Co., 836 P.2d 703, 706–07 (Or. 1992). If
the parties’ intent cannot be determined by doing so, the
policy is construed against the insurer, because “any
reasonable doubt as to the intended meaning of [an
ambiguous] term will be resolved against the insurance
company and in favor of extending coverage to the insured.”
N. Pac. Ins. Co. v. Hamilton, 22 P.3d 739, 742 (Or. 2001)
(quotation marks omitted); accord Hoffman, 836 P.2d at 707.
     ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO. 15

     Fortunately, our task is made relatively simple by two
decisions of Oregon’s intermediate appellate court that hold
the term “suit” ambiguous as used in comprehensive general
liability policies not materially distinguishable from the ones
at issue here. See Underwriters at Lloyd’s London & Excess
Ins. Co. v. Mass. Bonding & Ins. Co., 230 P.3d 103 (Or. Ct.
App. 2010), rev. denied, 243 P.3d 468 (Or. 2010); Schnitzer
Inv. Corp. v. Certain Underwriters at Lloyd’s of London,
104 P.3d 1162 (Or. Ct. App. 2005), aff’d on other grounds,
137 P.3d 1282 (Or. 2006).8

    Although one definition of “suit” is that the term refers to
a lawsuit, Schnitzer recognized that “[o]ne of the ordinary
meanings of the word ‘suit’ is ‘the attempt to gain an end by
any legal process.’” 104 P.3d at 1168 (quoting Webster’s
Third New International Dictionary 2286 (unabridged ed.
2002)); see also School Dist. No. 1, Multnomah Cnty. v.
Mission Ins. Co., 650 P.2d 929, 937 (Or. Ct. App. 1982)
(using the latter definition and referring to the 1976 edition of
Webster’s New International Dictionary). Presumably
because Oregon courts are obligated to interpret a policy in
the policyholder’s favor when neither the plain language nor
the structure and content of the policy evince any specific
intended meaning by the parties, Schnitzer relied on the
broader meaning of “suit.” 104 P.3d at 1168–69. Applying


 8
    Even though Schnitzer and Massachusetts Bonding were both decided
after OECAA was passed, neither applied OECAA’s definition of “suit.”
In Schnitzer, the insured demanded a defense in 1991, almost a decade
before OECAA’s enactment, so the court did not apply the statute.
104 P.3d at 1168 n.5. In Massachusetts Bonding the court relied on
Schnitzer and St. Paul Fire & Marine Ins. Co. v. McCormick & Baxter
Creosoting Co., 870 P.2d 260 (Or. Ct. App. 1994), rather than OECAA,
although it did state in a footnote, which was dicta, that OECAA
“codified” McCormick & Baxter. 230 P.3d at 116–17 & n.13.
16 ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

that definition, Schnitzer held that the policyholder had been
subjected to an environmental “suit” because communications
between itself and Oregon’s Department of Environmental
Quality “described the factual basis on which [the agency]
sought to hold plaintiff liable for the cost of the
environmental cleanup.” 104 P.3d at 1169.

   Massachusetts Bonding reaffirmed Schnitzer, holding that

       [l]ike the policies at issue in Schnitzer
       Investment Corp. and McCormick & Baxter
       Creosoting, the policies here do not define
       “suit.” Nor are we persuaded that any of the
       other terms of the policies provide sufficiently
       clear contextual guidance regarding the
       parties’ intended meaning. Accordingly, we
       see no reason to reach a different
       interpretation of the term “suit” than we
       reached in our previous cases.

230 P.3d at 117.

    The teaching of Massachusetts Bonding and Schnitzer is
that under Oregon law, at least in environmental cases, the
word “suit” is ordinarily ambiguous. Therefore, such a policy
necessarily does not demonstrate any intent of the parties that
would be contrary to OECAA’s statutory definition of the
term. We see no reason to believe that the Oregon Supreme
           ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO. 17

Court would hold otherwise.9 Accordingly, we apply
OECAA’s definition of “suit” here.10

    St. Paul offers two arguments against our applying
OECAA’s definition of “suit.” Neither is persuasive. First,
St. Paul argues that the two letters at issue here are less
coercive than the communications in Schnitzer and
Massachusetts Bonding, and, therefore, they do not fit within
the range of permissible meanings of the term “suit”
developed in those cases. This argument misses the point of
Schnitzer and Massachusetts Bonding. As we explained,
these two cases establish that the term “suit” is ambiguous
and can reasonably be interpreted to include any “attempt to
gain an end by any legal process.” Schnitzer, 104 P.3d at
1168. The communications from Oregon’s Department of
Environmental Quality were not interpreted as triggering
“suits” because of their particularly coercive nature, but,
rather, because they initiated the legal process provided under
Oregon law for compelling a landowner to either clean up a


  9
     When, as here, Oregon Supreme Court decisions do not resolve the
question before us we “follow the decisions of the state’s intermediate
appellate courts where there is no convincing evidence that the state
supreme court would decide differently.” Bills v. United States Fidelity
& Guar. Co., 280 F.3d 1231, 1234 n.1 (9th Cir. 2002). Were the Oregon
Supreme Court to conclude that the word “suit” has the narrow plain
meaning proposed by St. Paul it would join the increasingly isolated
minority of states that adhere to that view. See, e.g., Johnson Controls,
Inc. v. Employers Ins. of Waussau, 665 N.W.2d 257 (Wis. 2003)
(overruling its prior holding that “suit” only means a lawsuit filed in
court).
      10
         There is no evidence aside from the standard-form Policies
illuminating Anderson and St. Paul’s intent with regard to the meaning of
“suit”—and certainly no evidence of intent contrary to the OECAA
definition of that term.
18 ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

hazardous waste site or pay for others to undertake clean-up
efforts. See Schnitzer, 104 P.3d at 1168–69; see also
McCormick & Baxter, 870 P.2d at 266 (holding that a suit
was triggered where communications established the
agency’s view that “[u]nder the statutes governing cleanup of
environmental damage, [the insured] was going to have to
pay”).

    Similarly, both the 104(e) Letter and the General Notice
Letter at issue here were attempts by EPA “to gain an end by
a[] legal process” and, therefore, were within the scope of
ambiguity of the term “suit.” The 104(e) letter compelled
Anderson to respond to an intrusive questionnaire the answers
to which exposed it to extensive liability—plainly an end
obtained through legal process. As to the General Notice
Letter, by specifically alleging that “EPA has reason to
believe that hazardous substances have been or are being
released” and “encourag[ing]” Anderson to communicate
with “other PRPs” in order to “avoid litigation and significant
transaction costs,” it left little doubt that EPA was seeking to
obtain Anderson’s cooperation through the legal process of
identifying Anderson as a PRP.11 In light of the unique role

  11
      This unambiguous language, which directly accuses Anderson of
owning property from which hazardous substances are being released,
demonstrates the error of St. Paul’s argument that the General Notice
Letter does not really accuse Anderson of being a PRP. St. Paul
emphasizes the General Notice Letter’s statement that Anderson “may be
a PRP with respect to this Site.” (Emphasis added.) In context, the EPA’s
use of the word “may” does not suggest any actual doubt by the EPA as
to whether Anderson is liable under CERCLA, but rather that the issue has
not yet been adjudicated by a neutral party. Furthermore, the EPA has
stated that the language used in the General Notice Letter was generic
language used in every general notice letter sent by the EPA to PRPs at the
Site. See also Century Indemnity, 848 F. Supp. 2d at 1245 (describing
another General Notice Letter at the Site using the same language).
    ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO. 19

settlement and coercive information demands play in
CERCLA, there is little doubt that each letter was an attempt
to gain an end through legal process.

     Second, St. Paul points out that the Policies’ duty to
defend clauses distinguish between suits (which insurers must
defend) and claims (which insurers may investigate and
settle, but need not necessarily defend). It argues that
interpreting the letters at issue here as having triggered a
“suit” effectively writes the word “claim” out of the policy
because, in St. Paul’s view, the letters at issue here are, at
most, demand letters, and the word “claim” refers to pre-
litigation communications such as demand letters. See, e.g.,
Foster-Gardner, Inc. v. Nat. Union Fire Ins. Co., 959 P.2d
265, 280–81 (Cal. 1998) (accepting this argument under
California law); Lapham-Hickey Steel Corp. v. Protection
Mut. Ins. Co., 655 N.E. 2d 842, 847 (Ill. 1995) (same under
Illinois law).

    We agree with St. Paul that a “claim” can include any
communication that is “a demand of a right or supposed
right” or “a demand for compensation, benefits, or payment,”
Webster’s Third International Dictionary 414 (1976 ed.), and
therefore includes most demand letters sent by a third party
to a policyholder. St. Paul errs, however, when it suggests
that classifying the two letters as “suits” rather than mere
“claims” would render the term “claim” nugatory. The letters
here are not normal demand letters. They are formal steps in
a legal process administered by the EPA that inexorably leads
to the EPA seeking to hold property owners strictly liable for
environmental contamination. Therefore, treating the letters
as “suits” does not diminish the meaning of the term “claim”
as it is used in the Policies; “claim” continues to refer to
normal demand letters.
20 ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

   Unlike a normal demand letter, neither letter made a
demand that Anderson was free to ignore. With respect to the
General Notice Letter, as we explained in Pintlar:

         Unlike the garden variety demand letter,
         which only exposes one to a potential threat of
         future litigation, a PRP notice carries with it
         immediate and severe implications.
         Generally, a party asserting a claim can do
         nothing between the occurrence of the tort and
         the filing of the complaint that can adversely
         affect the insureds’ rights. However, in a
         CERCLA case, the PRP’s substantive rights
         and ultimate liability are affected from the
         start of the administrative process.

Pintlar, 948 F.2d at 1516. Similarly, Anderson could not
disregard the 104(e) letter. That letter expressly warns
Anderson that its failure to respond (or its submission of an
“incomplete, ambiguous or evasive” response) could result in
a fine of up to $32,500 per day. No “garden variety” demand
letter that is a mere “claim” could impose such a requirement
upon the recipient.12 Accordingly, the Policies’ “claim or


  12
     Our approach is in harmony with a number of state supreme courts
that have also found that letters that might simply pass for demand letters
(and therefore, mere “claims”) in other contexts are “suits” in the context
of a CERCLA claim. See, e.g., R.T. Vanderbilt Co. v. Cont’l Cas. Co.,
870 A.2d 1048, 1062–63 (Conn. 2005) (“[C]oncluding that a PRP letter
constitutes a suit does not disturb the distinction between the terms suit
and claim in the . . . comprehensive liability policies.”); Michigan Millers
Mut. Ins. Co. v. Bronson Plating Co., 519 N.W. 2d 864, 871 n.13 (Mich.
1994), overruled on other grounds by Wilkie v. Auto-Owners Ins. Co., 664
N.W. 2d 776 (Mich. 2003); Coakley v. Maine Bonding & Cas. Co.,
618 A.2d 777, 786 (N.H. 1992).
       ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO. 21

suit” language does not demand the narrow interpretation of
“suit” that St. Paul urges.

                                     C

    Having concluded that Anderson and St. Paul did not
express an intent contrary to the OECAA definition, we now
apply the OECAA definition to that term. Under Section 2(b)
of OECAA, a particular communication between EPA and an
insured entity is a “suit” if it is (1) an “action or agreement”
by the EPA (2) that is “against or with” the insured (3) in
which the EPA “in writing directs, requests or agrees” that
the insured “take action” (4) and that such action be “with
respect to contamination within the State of Oregon.”13 Or.
Rev. Stat. § 465.480(2)(b). We analyze each element in turn.

    First, the EPA’s sending of each letter constituted
“action.” The word “action” has both an informal and a more
formal, legalistic meaning. See Webster’s Third New
International Dictionary 21 (3d unabridged ed. 2002); see
also Black’s Law Dictionary 31 (8th ed. 2004). It is clear that
the Oregon legislature intended that, in the context of
OECAA, the term “action” have its less formal definition.
Section 2(b) refers to “actions or agreements” in which the
EPA “directs, requests or agrees” that the insured entity take
action. Or. Rev. Stat. § 465.480(2)(b) (emphasis added). A
formal legal proceeding would not result in a “request” by the

  13
      We see no merit to St. Paul’s argument that Section 1(a), which
provides a definition of the terms “‘suit’ or ‘lawsuit’” “[a]s used in this
section,” Or. Rev. Stat. § 465.480(1)(a) (emphasis added), is relevant.
OECAA is perfectly clear that the definition of “suit” contained in Section
1(a) is the definition of the term as used in the statute, whereas Section
2(b) provides the definition that should be used to interpret the word “suit”
as used in general liability insurance policies such as the Policies here.
22 ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

EPA that the insured act in a particular fashion. The statute’s
use of the verb “request” makes sense only if “action” has its
less legalistic meaning. In addition, the use of the term
“action” elsewhere in the statute proves that “action” does not
mean “formal legal proceeding.” Section 465.480(1)(a)
expressly treats as separate categories “formal judicial
proceedings” and “administrative proceedings and actions
taken . . . under federal law.” (emphasis added). Thus, we
construe the term “action” broadly in § 465.480(2)(b) as well.
Applying a broad definition of “action,” we have no trouble
concluding that the EPA’s sending of both the 104(e) Letter
and the General Notice were “actions.”

   Second, both letters are actions by the EPA “against”
Anderson. “Against” means “in opposition or hostility to.”
Webster’s Third New International Dictionary 39 (3d
unabridged ed. 2002). There is no question that each letter is
hostile to Anderson and in opposition to its interests.

     Third, each letter also “directs” or “requests” that
Anderson “take action.” While one might dispute whether the
letters “direct” that Anderson do anything, there is no
question that they “request” that it do so. The 104(e) Letter
is explicit: “[Y]ou are hereby requested to respond to the
Information Request attached to this letter.” (Emphasis
added.) The General Notice Letter is slightly more
circumspect; it “encourage[s]” Anderson to contact other
PRPs to participate in settlement discussions. Nonetheless,
the EPA’s not-so-veiled threat that participation in the
convening group is necessary to “avoid litigation and
significant transaction costs to you and your company” leaves
little question that the General Notice Letter is (at least) a
request that Anderson take action. See Pintlar, 948 F.2d at
1517 (noting that “[l]ack of cooperation” with a PRP letter
    ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO. 23

“may expose the insured, and potentially its insurers, to much
greater liability, including the EPA’s litigation costs”).

    Fourth, the actions requested by the EPA in the two letters
are plainly “with respect to contamination in the State of
Oregon.” They concern nothing but contamination at the
Site, Anderson’s potential liability for such contamination,
and EPA’s efforts to clean up the contamination.

    Accordingly, we hold that both the 104(e) Letter and the
General Notice Letter constitute “suits” within the meaning
of OECAA.

                              D

    Finally, St. Paul argues that applying OECAA’s definition
of “suit” would violate the Contracts Clauses of the United
States and Oregon Constitutions because the statutory
definition would alter its contractual commitments under the
Policies. As we have stated, however, under Oregon common
law, if a contractual term is found to be ambiguous, it is
generally interpreted against the insurer. See Hamilton,
22 P.3d at 742; Hoffman, 836 P.2d at 707. Because
OECAA’s definition of “suit” applies only when the parties
did not have any intent with respect to the meaning of the
word “suit,” (or when their expressed intent was not contrary
to the OECAA definition), we reject St. Paul’s argument that
OECAA, as applied, violates the United States and Oregon
Constitutions’ Contracts Clauses. Absent OECAA, we would
simply construe the Policies against St. Paul as required by
Oregon common law. This explains why the Massachusetts
Bonding court suggested that OECAA merely “codified” for
environmental cases the broad common law definition of
“suit” that Oregon courts had previously adopted in
24 ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO.

construing insurance contracts. 230 P.3d at 117 n.13.
Therefore, St. Paul’s rights under the Policies are not
diminished by our resort to OECAA’s definition of “suit.”

                              IV

    Alternatively, St. Paul argues that even if the letters are
“suits,” neither triggered the duty to defend because they do
not allege conduct covered under the Policies. St. Paul’s
argument is based on the fact that neither letter specifically
demands that Anderson pay compensation for the release of
hazardous substances from its property. St. Paul’s factual
observation is true, but its legal conclusion does not follow.

    There is no requirement under Oregon law that a suit
against a policyholder contain a demand for specific damages
in order to trigger the duty to defend. It is sufficient that the
suit contain allegations that, if proven, “could impose liability
for the conduct covered by the policies[.]” Massachusetts
Bonding, 230 P.3d at 116. In determining whether a suit
alleges conduct covered by the policy “[t]he insurer has a
duty to defend if the complaint provides any basis for which
the insurer provides coverage” and any ambiguities in the
scope of coverage must be resolved in the insured’s favor.
Ledford v. Gutoski, 877 P.2d 80, 83 (Or. 1994) (emphasis in
original). The “analysis focuses on the allegations in the
complaint rather than the claims identified in it.” Nat. Union
Fire Ins. Co. of Pittsburgh Pa. v. Starplex Corp., 188 P.3d
332, 347 (Or. Ct. App. 2008) (quotation marks and alteration
omitted) (emphasis in original). Thus, St. Paul’s argument
that “[a]t no point do[] the [two letters] seek the payment of
‘damages’ for property damage or bodily injury” is of no
avail. The letters need only allege facts which, if proven,
would ultimately render Anderson liable for CERCLA
      ANDERSON BROS. V. ST. PAUL FIRE & MARINE INS. CO. 25

damages.14 Here, interpreting any ambiguity in the letters in
Anderson’s favor, see Ledford, 877 P.2d at 83, both letters
triggered the duty to defend. Each letter put Anderson on
notice of the EPA’s belief that Anderson was responsible for
the release or disposal of hazardous substances at the Site and
of its intent to pursue compensation for Anderson’s alleged
role in such releases or disposals. We therefore hold that both
letters alleged conduct covered under the policies and,
therefore, triggered St. Paul’s duty to defend.

                             CONCLUSION

    We hold that both the 104(e) Letter and the General
Notice Letter were “suits” within the meaning of the Policies.
In addition, the letters alleged facts sufficient to alert
Anderson to its potential liability for environmental
contamination under CERCLA. We therefore hold that St.
Paul breached its duty to defend Anderson. We also affirm
the attorney’s fee award in Anderson’s favor in light of our
holding on the merits.

      AFFIRMED.




 14
    Significantly, St. Paul does not argue that the type of releases that the
EPA alleges to have occurred at Anderson’s properties would not be
potentially covered under the policy. Cf. Schnitzer, 104 P.3d at 1169
(insurer argued that the administrative documents in question alleged
damage only to the insured’s soil, which would not have been covered by
the policy, instead of damage to the groundwater, which was covered by
the policy).
