Opposition Brief — Sibaja v. Dow Chemical Co.

BEST AVAILABLE COPY

’ es ee ~

Supreme Court, U.S.

Laink, E D

OCT 16 1905

NO. 85-454 JOSEPH F. SPANIOL, JR.

CLERK

in the

Supreme Court

of the

United States

OCTOBER TERM, 1985

SOL MUNCZ SIBAJA, et al.,

Petitioners,

VS.

THE DOW CHEMICAL COMPANY and

SHELL OIL COMPANY,

Respondents.

Petition for Writ of Certiorari

To the United States Court of Appeals

for the Eleventh Circuit

THE DOW CHEMICAL COMPANY’S

BRIEF IN OPPOSITION

LEANNE FRANK PFLAUM

MICHAEL B. BUCKLEY

CORLETT, KILLIAN, HARDEMAN,

McINTOSH & LEVI, P.A.

Attorneys for Respondent Dow

116 West Flagler Street

Miami, FL 33130

(305) 377-8931

COUNTERSTATEMENT OF QUESTION PRESENTED

Whether the court below was correct in affirming

the dismissal of this action on the grounds of forum non

conveniens with respect to the specific and unique

facts presented here.

LIST OF INTERESTED PARTIES

SAUL MUNOZ SIBAJA and RAFAELA ARRIETA

PORRAS, ROBERTO CERDA AGUILAR and SINAI

TORRES ROSALES, VICENTE FLORES VALVERDE

and MARIA MAYELA VEGA FIGUREROA, BOLIVAR

ARIAS MORA, ALFONSO CAMPOS RODRIGUEZ and

MARIA JIMENEZ BENAVIDES, JUAN BAUTISTA

VASQUEZ and MARIA ISABEL CHAVARRIA SALAS,

VICTOR SOLIS ROJAS and ROSA BADILLA PEREZ,

MIGUEL CHAVARRIA ZUNIGA, JOAQUIN ZAMORA

ARRIETA, TACITO CAMPOS GARCIA and

YAMILETH NURIS VILLEGAS DIAS, SEGUNDA

RODRIGUEZ RODRIGUEZ and MARY ELIZONDO

UMANA, ELIECER ACOSTA MONTERO and EMMA

JIMENEZ RAMIREZ, MANUEL CHAVES NUNEZ

and MIREYA RODRIGUEZ RODRIGUEZ, CARLOS

GARITA SANDI and MELITINA GONZALEZ, EDWIN

GOMEZ CASTRILLO and ODILI TORRES ACUNA,

MAGIN FERNANDEZ GARCIA and PAULA CORTEZ

GOMEZ, MEFTALI ARAYA GARITA and LEDA

ESPINOZA GAMBOA, MARGARITO ZUNIGA

GUTIERREZ and ANAIS SANCHEZ ROJAS, DANIEL

LORIA MORERA and PETRA BERTA NAVARRETE

TORRES, MIGUEL ZUNIGA PENA and MARIA DE

LA CRUZ GONZALEZ GONZALES, ISAIAS SANCHEZ

RIVERA and FIDELIA ALVARADO SOLORZANO,

AUGUSTO LEITON RODRIGUEZ and MERCEDES

RODRIGUEZ ARRIETA, ANGEL LOBO ROJAS and

MARGOT VARELA RAMIREZ, CASIMIRO LOPEZ

SANDOVAL and ALEJANDRINA VEGA

VILLALOBOS, JOSE SOSSA SOSSA and FLORY

ALFARO JIMENEZ, ANTONIO GUTIERREZ

ZUMBADO and MARIA DE LOS ANGELES,

GERARDO PERAZA GARRO and NELLY UMANA

il

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ARIAS, ELIAS HERNANDEZ BADILLA, BENEDICTO

CAMPOS CORRALES, MARIO SOLANO JIMENEZ,

BOLIVAR ARIAS MORA, PEDRO JIMENEZ

MURILLO, JOSE GAMBOA RODRIGUEZ, RODRIGO

GARITA SANDI,

Represented by:

Russell W. Budd, Esq.

Jane N. Saginaw, Esq.

Baron & Budd

Dallas, Texas

SHELL OIL COMPANY,

Represented by:

Henry Burnett, Esq.

Thomas F. Martin, Esq.

Fowler, White, Burnett, Hurley,

Banick & Strickroot, P.A.

Miami, Florida

Burt Ballanfant, Esq.

Shell Oil Company

Litigation Section

Houston, Texas

DOW CHEMICAL COMPANY,*

Represented by:

Edward Corlett, III, Esq.

Michael B. Buckley, Esq.

Leanne Frank Pflaum, Esq.

Corlett, Killian, Hardeman,

McIntosh & Levi, P.A.

Miami, Florida

*A list of DOW’S subsidiaries and affiliates as of September,

1985 is set out in the appendix.

ili

TABLE OF CONTENTS

Page

COUNTERSTATEMENT OF

QUESTION PRESENTED ................ oh i

LIST OF INTERESTED PARTIES ............. ii

TABLE OF CONTENTS ................ se, oe

TABLE OF AUTHORITIES ................... Vv

OPINIONS BELOW ............... lel aeees eee

JURISDICTION OF THIS COURT ............. 2

<y¥ vglyy - 9! 4.) 0) | Se 2

COUNTERSTATEMENT OF THECASE ....... 2

REASONS FOR DENYING THE WRIT

I. There is no important federal question of

en ET ne ne Gr ea ps 4

II. This case does not involve fundamental

error of law ofexceptionalimportance... 8

SPE SL Cio or ee rev Ne Chae oh eae os 12

CERTIFICATE OF SERVICE ................. 13

APPENDIX

LIST OF DOW’S AFFILIATES

BIUED BUSEEPAA RAED 5 cw oe cece eee A-1

iv

TABLE OF AUTHORITIES

Cases

Alcoa Steamship Co. v. M/V Nordic Regent,

654 F.2d 147 (2d Cir. 1980) ..............

Alexander v. Richardson Merrill, Inc.,

542 F.Supp. 93 (S.D. N.Y. 1982) ..........

Bishop v. Florida Specialty Paint Co.,

389 So.2d 999 (Fla. 1980) ...............

Ciprari v. Cruzerio,

232 F.Supp. 433 (S.D. N.Y. 1964).........

Day & Zimmerman, Inc. v. Challoner,

GRP ts WR so eee eee

Gulf Oil Corp. v. Gilbert,

330 U.S. 501 (1947), rev'g 153 F.2d 883,

170 A.L.R. 319 (2d Cir. 1946) ............

Hadlich v. American Mail Line,

82 F.Supp. 562 (N.D. Cal. 1949)..........

Hanna v. Plumer,

SOG a IE oo honk cn ebb

Hodson v. A. H. Robbins, Co.,

528 F.Supp. 809 (E.D. Va. 1981).........

TABLE OF AUTHORITIES (Continued)

Cases Pages

Houston v. Caldwell,

368 So.3d GEB ie. 1978) .. . «0. ccc ncs. . &F

Klaxton v. Stentor Electric Co., Inc.,

RE: Ge IE oe oa eke dS ae ens 5

Piper Aircraft Co. v. Reyno,

GS Ti EE © x50 sda Gee vasae 3, 4, 7

Poe v. Marquette Cement Mfg. Co.,

376 F.Supp. 1054 (D. Md. 1974) .............. 9

Ragan v. Merchants Transfer & Warehouse Co.,

SRT UE Sa Oe sks Voces eeNe inn ee caawess 10

Southern Railway Co. v. McCubbins,

196 So.2d 512 (Fla. 3d DCA 1967) ............ 7

Walker v. Armco Steel Corp.,

GEG TEE. TEE = os hc be ka ohne eae 10

vi

TABLE CC” ACTHORITIES (Continued)

Pages

STATUTES

Be Aes EE CRUD ne ce evade e adios 2

Civil Code of Costa Rica,

Articles 6 and 1045-48 ...... eae cca eee

Labor Code of Costa Rica,

Pptieeee BIO ae ww... i een As

Code of Civil Procedure of Costa Rica,

NP ate. 0 ee ea rene a et oe. ae

SECONDARY AUTHORITIES

Moore, Federal Practice and Procedure,

IIE i ee ie ta ee el a oy 10

Restatement of Conflict of Laws,

I ha ee a ee ae 5

Wright, Miller & Cooper, Federai Practice

and Procedure, §4506 (1981) ............00.0.... 5

in the

Supreme Court

of the

United States

OCTOBER TERM, 1985

SOL MUNOZ SIBAJA, et al.,

Petitioners,

VS.

THE DOW CHEMICAL COMPANY and

SHELL OIL COMPANY,

Respondents.

Petition for Writ of Certiorari

To the United States Court of Appeals

for the Eleventh Circuit

BRIEF IN OPPOSITION

The Respondent, The Dow Chemical Company,

prays that the Petition for Certiorari be denied.

OPINIONS BELOW

The opinion of the Eleventh Circuit Court of Appeals

is published at 757 F.2d 1215 (11th Cir. 1985). It is

accurately reproduced in the Petitioners’ appendix.

Rehearing was denied by the Eleventh Circuit at 765

F.2d 154 (11th Cir. 1985). The opinion of Judge King in

the Southern District of Florida is not published. It is,

however, accurately reproduced in the Petitioners’

appendix.

JURISDICTION

The jurisdictional requisites are adequately set

forth in the Petition.

STATUTES INVOLVED

While the Rules of Decision Act, 28 U.S.C. §1652

(1982), as set forth in the Petition, is implicated in this

case, it was not specifically argued below. Further, it

was not specifically construed by the lower courts.

COUNTERSTATEMENT OF THE CASE

Appellants are fifty-eight (58) Costa Rican citizens.

During the course of their employment in Costa Rica

they claim injury when exposed to certain pesticides

manufactured by The Dow Chemica] Company (hereinafter

Dow) and/or the Shell Oil Company (hereinafter Shell).

Plaintiffs brought suit in the Eleventh Judicial Circuit

Court in Dade County, Florida—a forum that has no

connection with this litigation. Along with the complaint,

Petitioners served in-depth interrogatories and requests

for production pertaining to the merits of this case.

Respondents removed this case to the Southern

District of Florida and moved to dismiss on the grounds

of forum non conveniens. In support of these motions

Respondents served detailed affidavits containing facts

pertinent to the “public and private interest factors”

which are to be considered under the doctrine of forum

non conveniens. See Piper Aircraft Co. v. Reyno, 454

U.S. 235 (1981); Gulf Oil Corp. v. Gilbert, 330 U.S. 501

(1947), rev'g 153 F.2d 883. 170 A.L.R. 319 (2d Cir. 1946).

Petitioners responded to these motions to dismiss. The

Southern District of Florida granted these motions and

dismissed the case based upon the federal jurisprudence

pertaining to the doctrine of forum non conveniens.

The dismissal was affirmed by the Eleventh Circuit

and a request for rehearing was denied.

Petitioners, in their “Statement of the Case” say

that the “only issue” is whether this case should be

tried on its merits under the Florida rules of forum non

conveniens or dismissed by application of the federal

doctrine of forum non conveniens. The Respondents

vigorously deny that this case would be tried on its

merits by the Florida state courts. Respondents also

vigorously dispute that the Florida doctrine of forum

non conveniens would be applied to this case by a

Florida court. This argument is set forth in more detail,

infra.

ARGUMENT —

REASONS FOR DENYING THE WRIT

I.

THERE IS NO IMPORTANT FEDERAL

QUESTION OF LAW PRESENT

The issue in this case is narrow and unique to its

facts. No amount of rhetoric can convert it to warranting

review on certiorari. There is no important question of

federal law present. The Petitioners’ argument to the

contrary is based upon an erroneous premise.

Petitioners assert that an important federal question

is present because the Supreme Court has previously

recognized a significant Erie question when federal

and state rules of forum non conveniens diverge.

Petitioners cite a footnote from Piper Aircraft Co. v.

Reyno, 454 U.S. 235, 248 n. 13 (1981) for this proposition.

Petitioners then argue here, under Houston v. Caldwell,

359 So.2d 858 (Fla. 1978) the Florida rules of forum non

conveniens would preclude dismissa} of this case. Thus,

Petitioners contend that there is a significant Erie

question involving constitutional notions of federalism

because, they assert, the “accident of diversity”

determines the outcome of this case.' Thus, Petitioners

argue that there is a significant Erie —therefore federal —

question presented here.

‘It is true, apparently, the only state where the doctrine of

forum non conveniens arguably might differ from the federal

jurisprudence pertaining to that doctrine is the State of Florida.

See, e.g., Alcoa Steamship Co. v. M/V Nordic Regent, 654 F.2d 147.

155 n. 10 (2d Cir. 1980).

Petitioners’ argument contains a crucial and fatal

flaw. Its primary premise is incorrect. The Florida

rules of forum non conveniens, which Petitioners claim

would preclude dismissal, would not even apply in this

case even if it were tried in the Florida state courts. If

the District Court were to apply Florida law in this

case —which it certainly must do with respect to

substantive law —it would be bound to apply the entirety

of Florida law. This would necessarily include the

application of Florida’s rules pertaining to conflicts, or

choice of substantive law. See Klaxton v. Stentor Electric

Co., Inc., 313 U.S. 487 (1941); Day & Zimmermann, Inc.

v. Challoner, 423 U.S. 3 (1975). See also the many cases

cited at Wright, Miller & Cooper, 19 Federal Practice

& Procedure, §4506 at 73 n. 37 (1981). Thus, the Federal

District Court in the Southern District of Florida applying

Florida’s substantive law would be bound to apply the

Florida rules pertaining to choice of substantive law.

Contrary to the implication in the Petition, Florida

courts would choose to apply the substantive law of

the jurisdiction with the most significant contacts, which

would be Costa Rica. See Bishop v. Florida Specialty

Paint Co., 389 So.2d 999 (Fla. 1980); Restatement of

Conflict of Laws (2d) §§ 145-146 (1971).°

It is quite clear that Florida law would require

application of the substantive law of Costa Rica. The

only way a Florida court would apply its own rules

pertaining to forum non conveniens, on the present

"Restatement of Conflict of Laws (2d) §146 (1971) provides

that, “[iJn an action for personal injury the local law of the state

where the injury occurred determines the rights and liabilities of

the parties, unless, with respect to the particular issue, some

other state has a more significant relationship. . . .” /d.

0

0 ST

facts, would be if forum non conveniens were a procedural

concept. Here, Petitioners are vigorously disputing that

forum non conveniens is procedural. It is Petitioners

who assert that forum non conveniens is a substantive

concept. Thus, it is clear that the Florida courts would

never apply the Florida law of forum non conveniens to

this case. Accordingly, the very heart of Petitioners’

argument —that Florida rules of forum non conveniens

would apply to this case and would preclude dismissal —

is destroyed. It is, thus, evident that the Petition lacks

merit and should be denied.’

Further, Petitioners again assert, that the “accident

of diversity” interferes with what they call the opportunity

of the Florida courts to resolve this matter which the

Petitioners amazingly call a matter with which Florida

has a fundamental interest. In fact, nothing can be

more incorrect. Florida has absolutely no contact with,

nor interest in, this lawsuit. This was correctly observed

by both the District Court and the Eleventh Circuit.

This entire litigation has nothing to do with the State

of Florida and it is quite unfair to burden the courts

and the citizens of this state with this litigation. Neither

Shell nor Dow are Florida corporations and neither

Shell nor Dow have their principal place of business in

Florida. Moreover, the Petitioners themselves are foreign

citizens and they have no true interest in litigating in

‘A Florida court applying Costa Rican rules pertaining to

forum non conveniens would dismiss this case. Jurisdiction of

Costa Rican courts is strictly territorial. See Civil Code of Costa

Rica, Articles 6 and 1045-1048; Labor Code of Costa Rica, Articles

210-212; Code of Civil Procedure of Costa Rica, Articles 1-7. Thus,

if the tort took place elsewhere, jurisdiction would not be entertained.

It is, therefore, clear that such a hypothetical Florida court applying

Costa Rican law would similarly dismiss this case.

the State of Florida other than, perhaps, the fact that

Dade County, Florida is traditionally recognized as a

high verdict area. It has consistently been held that a

plaintiff's choice of forum is not entitled to much deference

when the plaintiffs are from a foreign country. Reyno,

supra, 454 U.S. at 255.

Moreover, giving the Petitioners the benefit of

doubt, and assuming, arguendo, that the Florida law of

forum non conveniens would apply to the case if tried

in the Florida state courts, the result would not be any

different. That is, Houston v. Caldwell, supra, would

not preclude dismissal here. Houston v. Caldwell involved

a plaintiff who was resident of West Palm Beach, Florida.

With respect to such a suit by a Florida citizen, the

court observed that, naturally, there was a “fundamental

interest in resolving controversies involving [Florida|

citizens.” 359 So.2d at 861. Such a “plaintiff's choice of

venue is usually favored if the election is one which has

been properly exercised under the applicable [venue]

statutes.” Jd. at 860.

Additionally, the decision in Southern Railway Co.

v. McCubbins, 196 So.2d 512 (Fla. 3d DCA 1967) is

directly on point and mandates dismissal, under the

Florida doctrine of forum non conveniens, where the

plaintiff was not a Florida resident; the tort occurred

outside Florida; and the defendant was not incorporated

in Florida and did not have its principai place of business

in Florida, but the defendant did have an office and

agent in Dade County, Florida and it conducted business

in the State of Florida. In McCubbins the Florida doctrine

of forum non conveniens mandated dismissal. It can

readily be seen that McCubbins is much more closely

on point than Houston v. Caldwell. Therefore, even

assuming, arguendo, that the Florida doctrine would

apply, it would require dismissal. Accordingly, the result

would be the same as under the federal doctrine.

For the above reasons it is apparent that the

Petitioners’ argument is defective. That argument is

premised upon the assumption that under Florida rules

of forum non conveniens the Petitioners would proceed

to judgment. However, as indicated above, this premise

is incorrect because (a) Florida law of forum non

conveniens would not even apply; and (b) assuming,

arguendo, that it did, the Florida law of forum non

conveniens would mandate dismissal just as is the case

under the federal doctrine. Thus, there is no significant

Erie question present. Accordingly, there is no significant

federal question present here.

II.

THIS CASE DOES NOT INVOLVE A

FUNDAMENTAL ERROR OF LAW OF

EXCEPTIONAL IMPORTANCE.

The Eleventh Circuit was correct in its conclusion

and in its analysis. The Eleventh Circuit was following

the more substantial weight of authority in finding

that the federal rules of forum non conveniens apply in

this case. There can be no doubt that forum non conveniens

is a procedural concept for Erie purposes. It is a

“housekeeping ru ©” of the federa] district courts. In

large part the doctrine focuses upon the convenience

and the docket of the court applying the doctrine.

Clearly the concerns addressed by the doctrine would

make it “anomalous for [a federal] court to apply anything

but federal principles [of forum non conveniens].”

Alexander v. Richardson Merrill, Inc., 542 F.Supp. 93,

98 (S.D. N.Y. 1982). Some federal courts have squarely

and succinctly held that, for purposes of Erie, forum

non conveniens is a procedural concept. “Forum non

conveniens is a procedural doctrine that is governed

by federal rather than state law even in cases where

jurisdiction is granted on diversity of citizenship.” Ciprari

v. Cruzerio, 232 F.Supp. 433, 442 (S.D. N.Y. 1964). Accord,

' Hodson v. A. H. Robbins Co., 528 F.Supp. 809 (E.D. Va.

1981); Poe v. Marquette Cement Mfg. Co., 376 F.Supp.

1054, 1060 (D. Md. 1974); Alexander vu. Richardson Merrill,

Inc., supra.

Forum non conveniens, as recognized by the

Petitioners, is an incidence of venue. “Venue is an

incidence of procedure.” Hadlich v. American Mail Line,

82 F.supp. 562, 563 (N.D. Cal. 1949). The doctrine pertains

to the “public interest factors” associated with the

federal courts themselves. It has nothing to do with

private rights created by state substantive bodies of

law. Professor Moore also recognized that forum non

conveniens is procedural in the Erie context. Moore

states that,

this doctrine is but a facet of venue. Because

of that, because the doctrine affects the trial

convenience of the federal court and their

dockets and because of the mobility of the

federal judiciary on a national scale, they should

be independent of state doctrines of forum

non conveniens, fashioned for courts operating

on a state scale. Forum non conveniens is

procedural and the new code so treats it. Erie

R. Co. v. Tompkins does not require conformity

9

ae

by the federal courts to the practice of the

states in this matter.

Moore, 1A Fed. Prac. and Pro. §0.317(2) at 3232-33

(1981) (emphasis added).

Petitioners’ argument is based upon what they

perceive to be an inadequate Hanna v. Plumer “outcome-

determinative” analysis by the Eleventh Circuit. However,

this court recognized in Hanna itself that the “ ‘outcome-

determination’ analysis was never intended to serve as

a talisman.” Hanna v. Plumer, 380 U.S. 460, 466-67

(1965). More importantly, Hanna only controls where a

federal rule directly conflicts with state law. This was

recognized in Walker v. Armco Steel Corp., 446 U.S.

740 (1980). Walker dealt with Federal Rule 3 which

pertains to when an action is “commenced.” The court

found that Rule 3 did not conflict with state law on the

subject. Thus, the court held “[sjince there is no direct

conflict between the federal rule and the state law, the

Hanna analysis does not apply.” Jd. at 752. Instead, the

case was controlled by Erie and Ragan v. Merchants

Transfer and Warehouse Co., 337 U.S. 530 (1949).

Accordingly, the Petitioners’ argument that the

Eleventh Circuit committed a fundamental error of

law is incorrect. First, the Eleventh Circuit was quite

correct in holding that forum non conveniens is not a

substantive concept for purposes of Erie. Thus, the

Eleventh Circuit was correct in applying the federal

rules pertaining to that doctrine. Secondly, the Petitioners’

argument in this respect is premised upon what they

perceive was an inadequate “outcome-determinative”™

analysis which, Petitioners claim, was mandated by

Hanna v. Plumer. However, Hanna only controls when

10

a case presents a direct conflict between a federal rule

of civil procedure and a state law on the same topic.

Such is not the case here.

Indeed, it is anomalous for a federa! court to be

constrained by state rules pertaining to forum non

conveniens since it is a doctrine affecting the court

itself. It is illogical that federal district courts, operating

on a national scale, should be bound to apply the various

state jurisprudence pertaining to state doctrines of

forum non conveniens. Thus, logic, Professor Moore

and various federal court decisions are cited in support

of Respondents’ contention that the federal rules of

forum non conveniens apply to this case. On the other

hand, Petitioners cite nothing directly in support of

their illogical contention. Rather, their argument is

convoluted and is based in large part upon a decision —

Hanna — which is inapposite with respect to the present

facts.

CONCLUSION

For the above reasons the petition should be denied.

CORLETT, KILLIAN,

HARDEMAN, McINTOSH

& LEVI, P.A.

Attorneys for Respondent Dow

116 West Flagler Street

Miami, FL 33130

(305) 377-8931

By __/s/ E.S.Corlett, WI

E.S. CORLETT, Ili

By __/s/_ Michael B. Buckley

MICHA®L B. BUCKLEY

By _/s/_ Leanne Frank Pflaum

LEANNE FRANK PFLAUM

and

By . ls) Jane M.Gootee _

JANE M. GOOTEE

The Dow Chemical Company,

of counsel

CERTIFICATE OF SERVICE

I HEREBY CERTIF'Y that a true and correct copy

of the foregoing Respondent’s Brief in Opposition was

mailed this 15th day of October, 1985, to: JANE N.

SAGINAW, ESQ. and RUSSELL W. BUDD, ESQ., Baron

& Budd, 8333 Douglas Avenue, 10th Floor, Dallas, Texas

75225 and HENRY BURNETT, ES@Q., Fowler, White,

Burnett, Hurley, Banick & Strickroot, P.A., City National

Bank Building, 25 West Flagler Street, Miami, Florida

33130; BURT BALLANFANT, ESQ., Shell Oil Co.,

Litigation Section, 900 Louisiana, Room 4794, Houston,

Texas 77001.

CORLETT, KILLIAN,

HARDEMAN, McINTOSH

& LEVI, P.A.

Attorneys for Dow Chemical Co.

116 West Flagler Street

Miami, FL 33130

(305) 377-8931

By _/Ss/ Leanne Frank Pflaum

LEANNE FRANK PFLAUM

| 13

Appendix

oe ee

NON-FULLY OWNED SUBSIDIARIES

AND AFFILIATES OF THE

DOW CHEMICAL COMPANY

AS OF SEPTEMBER 30, 1985

Subisidaries and affiliates owned both directly and

indirectly have been included. The company underlined

is the direct owner of the companies listed below it.

“Dow’s” percent ownership is indicated by each company.

SUBSIDIARIES

THE DOW CHEMICAL COMPANY

Alamo Land Company, Ine. (56%)

Gruppo Lepetit S.p.A. (99%)

L.LF.E. (Laboratorios Industriales Farmaceuticos

Ecuatorianos (59%)

Laboratorios L.I.F.E. del Salvador S.A. (59%)

Negocios e Industrias S.A. “Neisa” (59%)

Pacific Chemical Berhad (51%)

Pacific Cable Products Sendirian Berhad (26%)

Ivon Watkins-Dow, Ltd. {51%)

Societe Industrielle de Plastic el de L’acier S.A.

(99%)

The Cynara Company (90%)

DOW CHEMICAL A.G. (A.G. owned 100% by

The Dow Chemical Company)

Petroquimica-Dow S.A. (70%)

App. 1

AFFILIATES

THE DOW CHEMICAL COMPANY

Dow Corning Corporation (50%)

Dowell Schlumberger Corporation (50%)

Dowell Schlumberger Incorporated (50%)

Compagnie des Services Dowell Schlumberger (50%)

E] Dorado Terminals Company (50%)

Agro-Quimica Maringa (20%)

Bank Mendes Gans (29%)

Chemi-Trol Chemical Company (23%)

DOKI (49%)

Estireno Del Zulia C.A. (25%)

Ibachem, Ltd. (40%)

Oasis Pipeline Company (30%)

Package Machinery Company (29%)

Total Raffinaderij Nederland N.V. (20%)

Zoo Agro de Venezuela C.A. (49%)

Al Miyah Chemicals (Ltd.) (49%)

Baratek (80%)

Boersele Hydrocracker B.V. (45%)

Insul/Crete Company, Inc. (50%)

Joliet Trust Company (50%)

Long Beach Trust Company (50%)

Metal Mark, Inc. (50%)

Oronzio De Nora Impianti Elettrochemici S.A. (50%)

Sinor Corradini Navarra S.A. (90%)

Technovest Corp. (20%)

DOW CHEMICAL, A.G. (A.G. is owned 100% by The

Dow Chemical Company)

Polychem, Ltd. (25%)

App. 2

CORAL NAVIGATION (Coral is owned 100% by The

Dow Chemical Company)

Chief Shipping Company (50%!

DOW CHEMICAL COMPANY, LTD. (Ltd. is owned

100% by Dow Chemical A.G.)

Cromarty Petroleum Company, Ltd. (50%)

DOW CHEMICAL CANADA, INC. (Canada, Ince. is

100% owned by The Dow Chemical Company)

Schlumberger Canada, Inc. (50%)

Fort Saskatchewan Ethylene Storage Limited (50%)

Lawrason’s Chemical, Ltd. (20%)

Wabiskaw Explorations Limited (50%)

MALIGNE RESOURCES LIMITED (Maligne is 100%

owned by Dow Chemical Canada, Inc.)

MT Partnership (50%)

DOW CHEMICAL AFRICA (PTY) LIMITED (Africa is

100% owned by Dow Chemical A.G.)

J.V. Chemicals (50%)

DOW CHEMICAL INTERNATIONAL ENERGY

COMPANY (Energy is 100% owned by The Dow

Chemical Company)

Scotdril Offshore Co. (50%)

App. 3

DOW CHEMICAL S.p.A. (S.p.A. is 100%

owned by Dow Chemical A.G.)

Corradini Poliuretani S.p.A. (100%)

DOW CHEMICAL IBERICA S.A. (Iberica is 100%

owned by Dow Chemicai A.G.)

Transformadora De Etileno (50%)

Dow Quimica S.A. (Quimica is 100% owned by

The Dow Chemical Company)

Estireno del Zulia C.A. (25%)

Expanso Correctora De Seguros Ltda (33%)

DOFINCO, INC. (Dofinco is 100% owned by

The Dow Chemical Company)

DCS Capital Partnership (50%)

DCS Capital Corporation (100%)

DOW FINANCIAL SERVICES CORPORATION

(Financial Services is owned 100% by The Dow

Chemical Company)

Dow Banking Corporation (82%)

Dow Scandia Holdings Limited (52%)

Dow MBF Limited (57%)

MBF Factors SDN. BHD. (26%)

MBF Leasing BHD. SDN. (10%)

MBF LEASING (S) Pte. Ltd. (49%)

App. 4