                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT
                                             
Nos. 93-1691
     93-2372

                UNITED STATES OF AMERICA, ET AL.,
                      Plaintiffs, Appellees,

                                v.

              CHARLES GEORGE TRUCKING, INC., ET AL.,
                     Defendants, Appellants.

                                             

          APPEALS FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS

         [Hon. Douglas P. Woodlock, U.S. District Judge]
                                                       
                                             

                              Before
                  Selya and Cyr, Circuit Judges,
                                               
                   and Zobel,* District Judge.
                                             

                                             

     Richard  E. Bachman,  with  whom  John  A.  King  and  Hale,
                                                                 
Sanderson, Byrnes &amp; Morton, were on brief, for appellants.
                          
     John  C.  Cruden,  with   whom  Louis  J.  Schiffer,  Acting
                                                        
Assistant  Attorney   General,  Robert   H.   Oakley,  David   W.
                                                                 
Zugschwerdt,  David  C.  Shilton,  and   Elizabeth  A.  Peterson,
                                                                
Attorneys, U.S. Dep't  of Justice, and Ruthann Sherman, Office of
                                                      
Regional Counsel (EPA), for the federal appellee.
     Scott  Harshbarger,  Attorney  General,  Karen  McGuire  and
                                                            
Margaret  Van  Deusen,  Assistant  Attorneys  General,  and Nancy
                                                                 
Preis, Special Assistant Attorney  General, on brief for appellee
     
Commonwealth of Massachusetts.
     Paul  B.  Galvani, with  whom Thomas  H. Hannigan,  Jr., Jay
                                                                 
Bradford  Smith,  and Ropes  &amp; Gray  were  on brief,  for various
                                   
appellees.
     Laurence M. Johnson, Fordham &amp; Starrett, Michael D. Chefitz,
                                                                
and Gilberg,  Kurent &amp;  Kiernan, on  brief for  appellees Charles
                               
George, Jr., et al.
     Mark  S. Granger and Morrison, Mahoney &amp; Miller on brief for
                                                    
appellee Boston Edison Co.
                                             
                        September 13, 1994
                                             
              
*Of the District of Massachusetts, sitting by designation.

          SELYA, Circuit  Judge. These  appeals arise out  of two
          SELYA, Circuit  Judge.
                               

consent  decrees that  together resolve  a majority  of the  cost

recovery  disputes associated  with  the cleanup  of a  hazardous

waste site  in Tyngsboro, Massachusetts (the  Site).  Appellants,

who are the principal  owners and operators of the  Site,1 strive

to  convince us  that the  district court misjudged  the relevant

goals of the Comprehensive Environmental Response, Compensation &amp;

Liability Act  (CERCLA), 42 U.S.C.     9601-9675, and, therefore,

erred in  placing its  imprimatur  on the  decrees.   We are  not

persuaded.

I.  BACKGROUND

          This  litigation dates  back to  1985, when  the United

States and the Commonwealth  of Massachusetts filed separate cost

recovery actions, soon consolidated, against appellants and other

alleged  owner-operators  (collectively,  "the junior  Georges"),

including  Charles  George, Jr.  and  James  George (children  of

Charles  and Dorothy George), and the  sons' firm, C &amp; J Trucking

Co.  The  federal government's complaint alleged  claims under 42

U.S.C.    9604(a), 9604(b),  9604(e), 9607(a), 6928(a) &amp; 6928(g).

The  Commonwealth's complaint  alleged claims  under 42  U.S.C.  

9607(a) and Mass. Gen. Laws ch. 21E,   5.

          The  early  procedural  history   of  the  struggle  is

described  in a previous opinion of this court, see United States
                                                                 

v. Charles George Trucking Co., 823 F.2d 685 (1st Cir. 1987), and
                              

                    

     1Charles  George, his  wife Dorothy  George, Charles  George
Trucking, Inc., and Charles  George Land Reclamation Trust appear
as appellants.  We are not required to differentiate among them.

                                2

need  not be  revisited.    Thereafter,  acting   on  plaintiffs'

motions for partial summary judgment, the district court adjudged

appellants  to be jointly and  severally liable for  the costs of

cleanup.  However, the court left open the question of the junior

Georges'  liability due to  factual disputes anent  the degree of

control that they exercised over the Site.

          In June of 1989, plaintiffs amended their complaints to

add twenty-four  generator and transporter defendants.   In turn,

these  defendants  brought  third-party claims  for  contribution

against thirty-one  other putative  generators.  They  also filed

counterclaims   against   the   plaintiffs,  charging   negligent

regulation.   Appellants  emulated  this tactic,  serving similar

counterclaims.

          The district  court intervened to impose some structure

on  this welter of claims and cross-claims.  By a case management

order  (CMO)  dated April  12,  1990, Judge  Woodlock  deemed the

third-party  defendants  to have  asserted  all  available cross-

claims and counterclaims against other parties, but precluded the

plaintiffs from asserting claims directly against the third-party

defendants.  The judge supplemented the CMO in a subsequent bench

ruling through  which he limited development  of so-called trans-

shipment  issues, that is, issues  involving wastes hauled to the

Site after first being dumped elsewhere.

          By the fall of 1991, the dust had settled.  A new round

of summary judgment  motions had been  heard (most were  denied),

and trialworthy issues had been identified as to the liability of

                                3

all defendants, save only the appellants, and as to virtually all

aspects  of  the  remedial  phase.    Unresolved  questions  also

remained as to the counterclaims asserted against the plaintiffs.

The likelihood of lengthy litigation loomed large.

          Before  too  long,  settlement  negotiations  began  in

earnest.   After a  fitful start,  the  district court  appointed

Chief Judge Tauro  as a  settlement master.2   Numerous  meetings

among  the parties  yielded an  agreement  by the  plaintiffs, in

essence,  to extinguish  all  claims against  the generators  and

transporters (including the  third-party defendants) in  exchange

for a  global  "cash-out" payment  of approximately  $36,000,000.

The generators  and transporters were to  decide among themselves

how  to share the aggregate cost of  the settlement.  The federal

and  state  governments  agreed   to  contribute  an   additional

$3,103,712  as a  token of  their responsibility.   After further

negotiations,  again  held  under  Judge  Tauro's  auspices,  the

plaintiffs  and  the  junior  Georges  also  reached  an  accord,

proposing to  extinguish the latters'  liability in return  for a

payment  of  $3,100,000.    Though  appellants  participated   in

bargaining sessions  from time to time,  they eventually withdrew

from  the   negotiations.     The  claims  against   them  remain

unresolved.

                    

     2Judge  Tauro is  the  Chief  Judge  of  the  United  States
District Court  for the  District of  Massachusetts.   We applaud
Judges  Tauro  and Woodlock  for their  creative approach  to the
resolution  of this  complex  case.   We  urge other  jurists  to
consider collaborative  efforts of this  sort when  circumstances
warrant.

                                4

          The  settling parties  prepared  two  proposed  consent

decrees.   They  presented  the first,  embodying the  settlement

reached by  the plaintiffs with the  generators and transporters,

to the district court  on December 17, 1992.   They presented the

second, embodying  the plaintiffs' suggested  settlement with the

junior Georges,  on July 27,  1993.  Both were  advertised in the

Federal  Register, see 28 C.F.R.    50.7, but  elicited no public
                      

comment.

          At  a hearing  held  on May  24,  1993, Judge  Woodlock

applied  the  standards set  forth  in United  States  v. Cannons
                                                                 

Engineering Corp., 899 F.2d 79, 85 (1st Cir. 1990), and found the
                 

generator/transporter decree to be reasonable, fair, and faithful

to CERCLA's  objectives.   Following a  separate hearing held  on

November 12, 1993, the  court made similar findings in  regard to

the  second decree.   Judge  Woodlock entered both  decrees under

Fed.  R. Civ. P. 54(b),  thus permitting appellants,  as the lone

objectors, to prosecute these appeals.

II.  STANDARD OF REVIEW

          Despite  appellants'  animadversions,  Cannons has  not
                                                        

rusted.    It  teaches  that   CERCLA  consent  decrees  must  be

reasonable, faithful to the  statute's objectives, and fair (both

procedurally and substantively).   Cannons, 899 F.2d at 85.   The
                                          

battle over whether a particular decree achieves these benchmarks

will usually be won or lost in the trial court.  By the time such

decrees arrive on the doorstep of the court  of appeals, they are

"encased in  a double layer  of swaddling."  Id.  at 84.   In the
                                                

                                5

first place, a trial court, without abdicating its responsibility

to  exercise  independent judgment,  must  defer  heavily to  the

parties'  agreement and the  EPA's expertise.   See id.   In this
                                                       

case, the inner layer of swaddling is especially thick because of

the role played by the distinguished special master in overseeing

negotiations.    The  second   basis  for  deference  is  equally

compelling.  Because an appellate court ordinarily cannot rival a

district  court's mastery of a factually complex case   a mastery

that is often, as in  this instance, acquired through painstaking

involvement  over many  years   the  district court's  views must

also be accorded considerable respect.

          Largely in  consequence of these  layers of  protective

swaddling, an appellate tribunal  may overturn a district court's

decision  to  approve or  reject the  entry  of a  CERCLA consent

decree  only for  manifest abuse  of discretion.   In  this case,

then, the decision  below stands  unless the  objectors can  show

that, in  buying into either  or both of  the decrees,  the lower

court made  a serious error of law or suffered a meaningful lapse

of judgment.  See id.
                     

III.  DISCUSSION

          Appellants advance four sets of arguments in support of

their  claim  that the  district  court too  freely  accepted the

proposed  settlement.   We proceed  to examine  each of  the four

components that comprise this asseverational array.

                       A.  Reasonableness.
                                         

          A CERCLA consent decree  is reasonable when it provides

                                6

for  an  efficacious cleanup,  and  at the  same  time adequately

compensates the  public for the cost of that cleanup.  See id. at
                                                              

89-90.    Efficacy  is  not merely  a  function  of  how  close a

settlement comes  to meeting a scientifically  defined ideal, nor

is adequacy merely a function of  how close a settlement comes to

meeting  an estimate  of  projected costs.    These are,  rather,

pragmatic concepts,  and evaluating  them requires common  sense,

practical wisdom, and a dispassionate assessment of the attendant

circumstances.

          In this  case, appellants question the  efficacy of the

proposed  cleanup,  and  claim  that  they  are  entitled  to  an

evidentiary hearing on the matter.  In support of the first  half

of  this objection,  appellants  do little  more than  plagiarize

plaints from prior pleadings filed by other parties in opposition

to  plaintiffs' previous  motions for  partial summary  judgment;

they do  not attempt to explain  these points, fail to  set forth

supporting documents in  a record appendix, and rely  on rhetoric

to the exclusion of either record citations or scientific fact.

          We reject  appellants' objection on two  bases.  First,

it  is presented to us  in a slipshod  fashion, without developed

argumentation,  and is,  therefore, not  entitled  to substantive

consideration.  See  Ryan v. Royal  Ins. Co.,  916 F.2d 731,  734
                                            

(1st Cir. 1990); United  States v. Zannino,  895 F.2d 1, 17  (1st
                                          

Cir.),  cert.   denied,  494  U.S.  1082  (1990).    Second,  our
                      

independent review of the  record leaves us confident  that Judge

Woodlock acted  well  within  the  realm  of  his  discretion  in

                                7

concluding that  the consent decrees incorporated  a suitable set

of remedies.

          The  second  half   of  the   objection  is   similarly

unavailing.   The district court did not err in declining to hold

an  evidentiary  hearing  to  delve  into  matters  of  efficacy.

Requiring hearings to review the reasonableness of CERCLA consent

decrees  as  a matter  of  course would  frustrate  the statutory

objective  of expeditious settlement.   See Cannons,  899 F.2d at
                                                   

94.  Consequently, requests for evidentiary hearings are, for the

most part, routinely  denied   and properly  so   at  the consent

decree stage in environmental cases.  See, e.g., United States v.
                                                              

Metropolitan St. Louis Sewer Dist., 952 F.2d 1040, 1044 (8th Cir.
                                  

1992); State of Ariz.  v. Motorola, Inc., 139 F.R.D. 141, 148 (D.
                                        

Ariz.  1991); United States v.  Bliss, 133 F.R.D.  559, 568 (E.D.
                                     

Mo. 1990); United States v. Rohm &amp; Haas, 721 F. Supp. 666, 686-87
                                       

(D.N.J. 1989) (collecting earlier cases).  While a hearing may be

necessary  or  desirable  in  special circumstances,  see,  e.g.,
                                                                

United  States v.  Town  of  Moreau,  751  F.  Supp.  1044,  1051
                                   

(N.D.N.Y. 1990), such cases are relatively rare.

          This case  invokes the general rule,  not the long-odds

exception to it.  The court had ample information before it, and,

even  without an  evidentiary hearing,  the parties  had  "a fair

opportunity to present relevant facts and arguments to the court,

and to counter the  opponent's submissions."  Aoude v.  Mobil Oil
                                                                 

Corp., 862 F.2d 890, 894 (1st Cir. 1988).    Moreover, appellants
     

have  pointed to nothing out of the ordinary that would suggest a

                                8

particularized  need for  an  evidentiary hearing.   Under  these

circumstances, we turn a deaf ear to appellants' lament.3

                   B.  Fidelity to the Statute.
                                              

          Among the overarching goals of CERCLA recognized by the

courts  are  "accountability, the  desirability  of an  unsullied

environment, and  promptness of  response activities."   Cannons,
                                                                

899  F.2d  at  91.    Appellants  insist  that  Judge  Woodlock's

endorsement of the consent decrees  undermined one of these goals

  accountability   in two separate ways.

          Appellants' main argument is that the allocation method

embodied  in the  first  consent decree  failed  to specify  each

individual generator's and  transporter's degree of  culpability.

As a factual matter, appellants are correct;  the consent decrees

did no  more than assign  payment responsibilities to  classes of

potentially responsible  parties (PRPs), leaving the  question of

allocation  inter sese to the  class members themselves.   But we
                      

see no reason  to prohibit  such an approach.   Realistically,  a

government  agency,  in  the  midst  of  negotiations,  is  in no

position  to  put  so  fine  a  point  on  accountability.    We,

therefore,  endorse, in  general, EPA's  practice  of negotiating

with a representative group of PRPs and then permitting the group

members to divide the burden of the settlement among themselves.

          This  is,  as  one court  has  said,  a  "practical and

                    

     3Appellants   also    disparage   the   adequacy    of   the
generator/transporter settlement from a financial standpoint.  As
we explain in Part III(B), infra, their criticism is unfounded.
                                

                                9

reasonable process for achieving  settlements."  United States v.
                                                              

Acton  Corp., 733 F.  Supp. 869, 873  (D.N.J. 1990).   It is also
            

faithful to CERCLA's goals.   After all, the ultimate  measure of

accountability  in an  environmental case  is the  extent  of the

overall  recovery, not the amount of money paid by any individual

defendant.

          Over  and   beyond  these  generalities,  there  is  an

especially  compelling   reason   for  accepting   a   class-wide

allocation  here.     Judge   Woodlock  supportably   found  that

appellants' records  were wholly inadequate.  A  lack of reliable

records renders it impossible, as a practical matter, for a court

to make  reasoned findings concerning  the relative contributions

of particular  generators or transporters to  the aggregate harm.

So  it is here.   And, moreover, because  the shortage of records

can  be directly  attributed  to appellants'  stewardship of  the

Site,  they can scarcely be  heard to complain  that the settling

parties  resorted to, and  the court then  approved, a class-wide

allocation.

          Appellants'  fallback position  is  predictable:   in a

refrain  evocative  of  one  of their  attacks  on  the  decrees'

reasonableness,  see supra note 3, they  insinuate that the first
                          

consent decree compromised the  goal of accountability by setting

too modest  a price tag on  the generator/transporter settlement.

Appellants  have an easily envisioned stake in this aspect of the

matter:     as  the   sole  non-settling  defendants,   they  are

potentially liable for  the full difference between the  costs of

                                10

cleanup  and the total amount paid by  the settling PRPs.  See 42
                                                              

U.S.C.     9613(f)(2), 9622(h)(4);  see also  United Technologies
                                                                 

Corp. v.  Browning-Ferris Indus., Inc.,      F.3d     ,      (1st
                                      

Cir. 1994) [No. 93-2253, slip op. at 17-18] (explaining interface

between  settlement and  liability  of PRPs  for contribution  in

CERCLA cases).   If, say,  the overall clean-up  costs eventually

total $70,000,000   the  highest of the differing  estimates that

have  been bandied about   appellants are staring down the barrel

of a $21,000,000 shortfall.  Appellants claim their aggregate net

worth amounts to only a tiny fraction of this exposure.   On this

basis, they contend that the plaintiffs sold out too cheaply, for

many of the settling parties have very deep pockets.

          Although we understand appellants' consternation, these

considerations are virtually irrelevant.  In the first place, the

district court  found that appellants are liable for all clean-up

costs    and that finding is not disputed  on appeal.  As is true

of  any assessment  of compensatory  damages, the  liable party's

ability to pay should not influence the amount of the assessment.

See  generally  22 Am.  Jur. 2d  Damages    952  (explaining that
                                        

evidence  of  a  defendant's  pecuniary  resources  is  generally

inadmissible  in   cases  where  only  compensatory  damages  are

recoverable);  Vasbinder v. Ambach, 926  F.2d 1333, 1344 (2d Cir.
                                  

1991) (applying principle).

          To be sure, at  the next step relative wealth  may have

some  practical  bearing.     When  defendants  are  jointly  and

severally  liable, the prevailing party may choose to collect the

                                11

entire  indebtedness from one or  more of the  liable parties, to

the exclusion of others.  See, e.g., McDonald v. Centra, 118 B.R.
                                                       

903,  914 (D. Md.  1990), aff'd, 946  F.2d 1059  (4th Cir. 1991),
                               

cert. denied, 112 S. Ct. 2325 (1992).  But when, as in this case,
            

liability  is  contested,  much  more  than  the  PRPs'  relative

affluence must be considered.

          With this in mind, the proper way to gauge the adequacy

of settlement amounts  to be paid by settling PRPs  is to compare

the  proportion  of  total projected  costs  to  be  paid by  the

settlors with  the proportion of liability  attributable to them,

and then to factor into the equation any reasonable discounts for

litigation  risks,  time  savings,  and  the  like  that  may  be

justified.

          Inspected through that lens,  the first consent  decree

looks entirely appropriate.   The district judge explicitly found

that   the  generators   and   transporters   collectively   were

responsible for fifty percent of the environmental damage.  Under

the  terms  of  the  negotiated settlement,  the  payment  to  be

tendered  by   the  generators   and  transporters  as   a  group

(approximately  $36,000,000)  represents more  than  half of  the

highest  estimate  of  aggregate  clean-up  costs  ($70,000,000).

Thus, the settlement is favorable to the government agencies even

before  allowances are  made for  appropriate discounts,  such as

litigation  risks,  the   benefit  derived   from  shelving   the

                                12

counterclaims, and  the desirability of expediting  the cleanup.4

Accordingly, appellants' accountability challenge lacks force.

                          C.  Fairness.
                                      

          In   a  somewhat   related  vein,   appellants  protest

vehemently  that Judge Woodlock  evaded his obligation  to make a

finding  on  substantive  fairness  by  failing  to  explain  the

settlements' allocation  of responsibility either within or among

the  various  classes  of  defendants.   In  support,  appellants

isolate a passage in Cannons in which we wrote:
                            

          Substantive  fairness   introduces  into  the
          equation concepts of  corrective justice  and
          accountability:  a party should bear the cost
          of  the   harm  for   which  it   is  legally
          responsible.  The logic behind these concepts
          dictates that settlement terms must  be based
          upon,  and  roughly  correlated   with,  some
          acceptable  measure   of  comparative  fault,
          apportioning  liability  among  the  settling
          parties according to rational (if necessarily
          imprecise)  estimates of  how much  harm each
          PRP  has done.  . .  .   Whatever formula  or
          scheme EPA advances for measuring comparative
          fault  and  allocating  liability  should  be
          upheld  so  long  as  the agency  supplies  a
          plausible  explanation  for it,  welding some
          reasonable  linkage  between  the factors  it
          includes  in its  formula or  scheme and  the
          proportionate shares of the settling PRPs.

                    

     4For what  it may  be worth, the  settlement compares  quite
favorably to the universe of CERCLA settlements, inasmuch as such
settlements often compensate the public  for only a tiny fraction
of the  overall expense.  See, e.g., In re Acushnet River, 712 F.
                                                         
Supp.  1019, 1031-32  (D.  Mass. 1989)  (approving settlement  by
primary owner/operator for  $2,000,000 in  contrast to  projected
total  clean-up cost of $34,000,000);  City of New  York v. Exxon
                                                                 
Corp.,  697  F.  Supp.  677, 693-94  (S.D.N.Y.  1988)  (approving
     
settlement  by   seven  of  fifteen  defendants   for  less  than
$14,000,000  in  contrast to  projected  total  clean-up cost  of
$400,000,000).

                                13

Cannons, 899 F.2d at 87 (citations omitted).
       

          Appellants' error is to read Cannons without regard for
                                              

its  facts.   Cases  resolve  particular  controversies, and  the

standards  they  articulate often  are  framed in  a  certain way

primarily to  rebut an argument raised  by a litigant.   Thus, in

Cannons, the  quoted passage rebuffed a challenge to a particular
       

method of allocation.  It  cannot be ripped root and  branch from

that  context.     In   a  passage  conveniently   overlooked  by

appellants, Cannons  makes this very point;  the court recognized
                   

that the standards it limned were not to be applied woodenly:

          [W]e are  quick  to concede  that  [fairness,
          reasonableness, and fidelity to  the statute]
          are all  mutable figures taking  on different
          forms   and   shapes  in   different  factual
          settings.    Yet,  the   concepts'  amorphous
          quality is no accident or  quirk of fate.  We
          believe that Congress  intended, first,  that
          the  judiciary take a  broad view of proposed
          settlements, leaving  highly technical issues
          and  relatively  petty   inequities  to   the
          discourse between parties;  and second,  that
          the  district courts  treat each case  on its
          own merits,  recognizing  the wide  range  of
          potential problems and possible solutions.

Id. at 85-86.
   

          In the circumstances of  this case   a case  that bears

scant resemblance to Cannons   we do not believe that substantive
                            

fairness  required a  more detailed    explanation of  either the

allocation or  the allocation method.   Three considerations pave

the way to this conclusion.

          First:  There is little need  for a court to police the
          First:
               

substantive fairness of a settlement as among settling parties of

a particular  class.   Sophisticated actors  know how to  protect

                                14

their own interests, and they are well equipped to evaluate risks

and rewards.  A  trial court can, therefore, usually  confine its

inquiry  to  the  substantive  fairness of  the  aggregate  class

contribution, or, put  another way, to the proposed allocation of

responsibility as between settling  and non-settling PRPs.  Here,

the trial court  performed this  task in exemplary  fashion.   It

would have served no useful  purpose to go further and  focus the

lens  of  inquiry   on  the  fairness  of  each   class  member's

contribution.

          Second:   It is impossible to explain  an allocation of
          Second:
                

liability in minute detail when, as now, the historical record is

incomplete.    And,  though  we  hold  district  courts  to  high

standards  of excellence,  we  do  not  expect  them  to  do  the

impossible.    Thus,  it  is  not  surprising  that  most  courts

recognizing an  obligation to make findings  on comparative fault

in the CERCLA context have framed the obligation in such a way as

to afford an exception for cases in which reliable information is

unavailable.  See id.  at 88 (explaining need for  flexibility in
                     

weighing  substantive fairness,  particularly when  the available

information  is "ambiguous, incomplete,  or inscrutable"); United
                                                                 

States  v. Bell Petroleum Serv.,  21 Envtl. L.  Rep. 20,374,     
                               

[1990  U.S.  Dist.  LEXIS  14066  at  *8-*10]  (W.D.  Tex.  1990)

(rejecting the argument that, in order to deem a settlement fair,

a  court must find that  a party's settlement  corresponds to its

fair share of  liability, even  when "no method  of dividing  the

liability among  the [d]efendants" exists that  would not involve

                                15

"pure  speculation"); Rohm &amp; Haas,  721 F. Supp.  at 689 (stating
                                 

that whether  a settlement  bears a  reasonable relation  to some

plausible  range   of  estimates   of  comparative  fault   is  a

determination  that  must be  "based  on the  record");  see also
                                                                 

United  States v. Conservation Chem.  Co., 628 F.  Supp. 391, 402
                                         

(W.D. Mo. 1985) (declaring that a court should spurn a settlement

which "arbitrarily  or unreasonably ignores the comparative fault

of  the parties, where there  is a reasonable  basis for allowing
                                                                 

that comparison to be made") (emphasis supplied).
                          

          Such  an  exception  is  vitally  important  because  a

muddled  record is  the  norm in  most  CERCLA litigation.    See
                                                                 

Cannons, 899  F.2d at 88  (citing authority);  see also  Lynnette
                                                       

Boomgaarden &amp; Charles  Breer, Surveying the  Superfund Settlement
                                                                 

Dilemma, 27  Land &amp; Water L. Rev. 83, 121 (1992) ("In most CERCLA
       

actions,  the   government  has  difficulty   accurately  proving

contribution  amounts.   Poor  records,  faulty  memories, and  a

desire to escape  liability all add to this  difficulty."); Barry

S. Neuman, No Way Out?   The Plight of the  Superfund Nonsettlor,
                                                                

20 Envtl. L. Rep.  10,295, 10,299 (July 1990) ("In  virtually all

CERCLA  cases,  the  recollections  of  waste  haulers  and  site

owner/operators are  likely to be questionable, the documentation

linking some generators to a specific site subject to attack, and

the evidence generally incomplete.").

          We  conclude that so long  as the basis  for a sensible

class-wide approximation  is at hand    an approximation "roughly
                                                                 

correlated with  some acceptable measure  of comparative  fault,"

                                16

Cannons,  899 F.2d  at 87 (emphasis  supplied)    difficulties in
       

achieving  precise measurements  of  comparative  fault will  not

preclude a trial court from  entering a consent decree.  On  this

understanding,  we  uphold  the  district  court's   division  of

responsibility   between  owner/operators,   on  one   hand,  and

generators/transporters,  on the  other  hand.   On this  record,

splitting the  responsibility between  those two groups  does not

offend  our sense  of  fairness.5   Cf.,  e.g., 2  Kings  3:16-18
                                              

(describing original Solomonic solution).

          Third:   As we wrote in Cannons, fairness is "mutable .
          Third:
                                         

. . , taking  on different forms and shapes in  different factual

settings,"  id. at 85.   To that  extent, fairness is  an elusive
               

concept.  When substantive  fairness cannot be measured directly,

a court must devise alternate methods of testing for it.

          Here, Judge Woodlock noted  the lack of direct evidence

of  substantive  fairness but  ruled that  such evidence  was not

essential  because  substantive  fairness  flowed  as  a  natural

consequence from  procedural fairness.   Then, after  eliciting a

concession from  appellants' counsel that ample  basis existed to

allocate responsibility between different classes  of defendants,

the court  proceeded to make  a substantive  fairness finding  of

limited reach, determining that  the generators and transporters,

collectively,  were  responsible  for  one-half  of  the  overall

                    

     5Appellants concentrate  their  fire on  the  first  consent
decree,  and  do  not  attack  the  substantive  fairness of  the
allocation approved vis-a-vis  the junior Georges.  At  any rate,
that allocation, too, seems supportable.

                                17

damage.

          We discern no error.   Although appellants take umbrage

at the idea that one type of fairness serves to assure the other,

providing  such  an  assurance   is  precisely  the  function  of

procedural fairness.   Cf., e.g., Sir  Henry Maine, Dissertations
                                                                 

on Early  Law and Custom 389  (1886) ("Substantive law has  . . .
                        

the  look  of  being gradually  secreted  in  the interstices  of

procedure.").   There exist many  cases in  which the data  is so

fragmentary that a district court cannot be held to the letter of

the Cannons  substantive fairness  standard.   In  such cases,  a
           

finding of procedural fairness together with other circumstantial

indicia of  fairness, may constitute  an acceptable  proxy.   See
                                                                 

Neuman, supra, at 10,299 (postulating that incomplete records are
             

so common in  CERCLA litigation  that, no matter  how thorough  a

review the court undertakes,  the search for substantive fairness

typically collapses into a search for procedural fairness).

          This  is such a case.   By all accounts, the conduct of

the settlement negotiations, under the supervision of Chief Judge

Tauro,  was a textbook model   so  much so that appellants do not

press  any  objections  to  procedural fairness.    We  are  thus

reinforced  in our  conclusion  that the  lower court's  fairness

findings were both permissible and supportable.

              D.  The Scope of the Consent Decrees.
                                                  

          Appellants' final  set of  arguments forces us  to step

outside  the range of Cannons.  Appellants claim that the consent
                             

decrees  are overbroad  both because  they addressed  claims that

                                18

were  not pleaded and because they addressed claims that had been

sidetracked by the CMO.

          1.    The  Standard.     In  its  definitive  statement
          1.    The  Standard.
                             

concerning  the  scope  of  consent decrees,  the  Supreme  Court

explained that a court cannot lend its imprimatur to a settlement

unless:

          (1)   it  "spring[s]  from  and  serve[s]  to
          resolve a dispute  within the court's subject
          matter jurisdiction"; (2) it  `come[s] within
          the  general scope  of the  case made  by the
          pleadings'; and (3)  furthers the  objectives
          upon which the complaint was based.

Local  No. 93, Int'l Ass'n of Firefighters v. Cleveland, 478 U.S.
                                                       

501, 525-26 (1986); (citations  omitted); accord Conservation Law
                                                                 

Found. v.  Franklin, 989 F.2d 54,  59 (1st Cir. 1993).   We apply
                   

this  standard to  the consent  decrees at  issue as  a means  of

testing appellants' twin objections.

          2.   Natural  Resource  Damages.   Appellants' complain
          2.   Natural  Resource  Damages.
                                         

that the decrees resolved potential claims for damages to natural

resources  that were  never  pleaded and,  accordingly, were  not

properly  before the court.   Even if  we assume for  the sake of

argument  that these claims would  not have surfaced  at a trial,

appellants' objection is fruitless.

          The objection  calls into  question only the  second of

the Firefighters requirements   and that requirement is satisfied
                

in  this instance.   Indeed, the  natural resource  damage claims

discussed in  the decrees  exemplify the  type of  related claims

envisioned by the Justices  as coming within the authority  of an

approving  court.  They are claims that, though not expressly set

                                19

out in the pleadings, fall within their general scope.6

          3.   Claims Precluded Under the  Case Management Order.
                                                                

Appellants' next  complain that  the consent decrees  disposed of

claims  that could not have been litigated under the terms of the

CMO, namely,  potential claims  by the plaintiffs  against third-

party  defendants  and   potential  claims  anent  trans-shipment

issues.   Insofar as  we  can tell,  it is  a  question of  first

impression whether a  consent decree may resolve claims  that the

parties were precluded from litigating under the court's own case

management orders.  On reflection, we believe that question  must

be answered affirmatively.

          CMOs  are  designed to  serve  a  variety of  pragmatic

objectives.   These include not  only expediting and focusing the

litigation,  see Fed. R. Civ.  P. 16(a)(1)-(4), but  also, as the
                

current version of the  rule recognizes, facilitating settlement,

see Fed. R.  Civ. P. 16(a)(5).7   We think  it follows that  case
   

management   is  an  area   in  which  the   district  court  has

"considerable discretion."  Geremia v. First Nat'l Bank, 653 F.2d
                                                       

                    

     6Appellants'  contention  to  the  contrary   relies  almost
exclusively  on the opinion in  City of New  York v. Exxon Corp.,
                                                                
697   F.  Supp.  677  (S.D.N.Y.  1988).    But  Exxon  is  easily
                                                     
distinguished.   There, the  district court refused  to approve a
settlement involving a  non-party.  See  id. at  687.  The  court
                                            
reasoned that  it had no  power to resolve a  dispute outside its
subject  matter jurisdiction.   Id. at 687-88.   The case  at bar
                                   
poses   very   different  problems,   bereft   of  jurisdictional
overtones.

     7We note that, in practice, these two sets of goals often go
hand in  hand.  To hold  settling parties to the  strictures of a
CMO, come what may, would place the two goals in tension with one
another.

                                20

1, 5 (1st Cir.  1981).  Although  a CMO will ordinarily  "control

the  subsequent course of the action," Fed.  R. Civ. P. 16(e), it

may  be modified  by  subsequent order  at  the district  court's

pleasure, see Ramirez Pomales v. Becton Dickinson &amp; Co., 839 F.2d
                                                       

1, 3 (1st  Cir. 1988), or, in the case of a final CMO, to prevent

manifest   injustice,  see   Fed.  R.   Civ.  P.  16(e).     More
                          

specifically, the trial court has very broad discretion to modify

a preexisting case management order to facilitate settlements, at

least  in  the absence  of unfair  prejudice.   See  generally 6A
                                                              

Charles  A. Wright  et  al.,  Federal  Practice and  Procedure   
                                                              

1525.1,  at 253-54 (1990)  (discussing district court's authority

to  encourage  settlements).    We  see  no  unfair prejudice  to

appellants from the court's wise exercise of its discretion here.

          Once  we  have reached  this  plateau,  the rest  flows

naturally.  It is evident from the very nature of case management

orders that they  are not  jurisdictional in effect.   Thus,  the

first Firefighters requirement  is fulfilled.  And as  we explain
                  

below, the  second and  third Firefighters requirements  also are
                                          

met.

          That the  third-party  and trans-shipment  claims  come

within  the  general  scope  of  the  pleadings  and advance  the

objectives  of the  plaintiffs'  complaints  cannot be  gainsaid.

CERCLA  cost  recovery  actions  are  initiated  in the  hope  of

resolving  all  issues revolving  around  a  particular Superfund

site, and frequently, in  the hope that resolution will  take the

form  of a global settlement.   This is  consistent both with the

                                21

statutory design  and  the common  good.   In  the  words of  the

district court:

          It would  have been a foolish  or odd consent
          decree that did not incorporate within it all
          of  the potential claims  that can  and could
          have arisen  out of th[is] litigation.  . . .
          [I]t is  altogether  proper, indeed,  in  the
          larger  public  interest for  [the  court] to
          leave no loose threads.

          Moreover, the  Supreme Court has made  clear that there

is  no per se prohibition against consent decrees that exceed the
             

possible bounds of a decision issued directly by the trial court.

Because a consent  decree is  animated not only  by the  parties'

legal claims  but also by  the parties' consent, a  court is "not

necessarily barred from entering  a consent decree merely because

the  decree provides  broader relief  than the  court could  have

awarded after trial."  Firefighters, 478 U.S. at 525.   Viewed in
                                   

this light, we do not think that the scope of the consent decrees

exceeded the bounds of the trial court's discretion.

          To  recapitulate,  then,  a CERCLA  consent  decree may

(and,  in many cases, should)  sweep more broadly  than would the

court's judgment in the event that the litigation culminated in a

full-dress  trial.  Because this is true, and because the consent

decrees  pass  Firefighters muster  in  all  respects, we  reject
                           

appellants' contention that the decrees are overbroad.

IV.  CONCLUSION

          We  need  go  no further.    Finding,  as  we do,  that

appellants' asseverational array contains  more cry than wool, we

hold  that the  district court  acted lawfully  in  approving the

                                22

consent decrees at issue here.

Affirmed.
        

                                23
