March 4 (Bloomberg) -- BASF SE, the world’s biggest chemical producer, can’t pull out of a partnership involved in the 2007 buyout of Lyondell Chemical Co. by Access Industries Holdings, a judge ruled.

A Delaware judge yesterday threw out BASF’s suit over a Texas chemical plant it owned in partnership with an entity controlled by Lyondell. A unit of Access bought Lyondell for about $13 billion in cash in November 2007 to form LyondellBasell Industries, one of the world’s largest plastics makers. BASF, based in Ludwigshafen, Germany, argued the acquisition triggered a buyout clause in its venture involving the plant.

“The plain language of the withdrawal provision does not entitle BASF to have its interest bought out simply because Lyondell has experienced a change of control,” Delaware Chancery Court Judge Leo Strine said in 22-page ruling.

The ruling comes as Houston-based Lyondell seeks to reorganize in bankruptcy court because of a “dramatic softening in demand” for chemicals and a jump in raw-material prices, officials said in January.

Chemical makers, including DuPont Co. and Dow Chemical Co., have been shutting factories and cutting jobs as the global financial crisis reduces demand for plastics and chemicals used in homes and automobiles.

Thomas Clare, a lawyer representing BASF in the Delaware case, said he couldn’t comment on Strine’s decision late yesterday. Daniel Pepitone, a BASF spokesman, didn’t return a call seeking comment.

‘Single Stockholder’

BASF’s U.S. unit, based in Florham Park, New Jersey, owns the Channelview, Texas, plant along with an entity controlled by Lyondell, according to court papers. The plant makes propylene oxide, used in products including mattresses, pillows and seat cushions.

BASF said the partnership agreement allows it to pull out if Lyondell or one of its units no longer operates the facility. The German company argued Access’s purchase of Lyondell triggered the buyout clause because its partner was no longer running the plant.

Strine found that BASF couldn’t produce any evidence to show Lyondell officials had ceased overseeing the plant since the buyout. He also found that the change of control didn’t change operational procedures at the facility.

“The fact that Lyondell now has a single stockholder does not rationally support an inference that Lyondell does not operate anything itself, including the plant,” Strine concluded.

BASF, which makes plastics and additives used in detergents, rose 1.33 euros, or 6.3 percent, to 22.19 euros in trading in Frankfurt today. The company’s shares have fallen 20 percent this year.

The Access unit that bought Lyondell also assumed about $6.5 billion of its debt.

The case is BASF Corp. v. POSM II Properties, CA3608, Delaware Chancery Court (Wilmington).

To contact the reporters on this story: Jef Feeley in Wilmington, Delaware at jfeeley@bloomberg.net; Phil Milford in Wilmington, Delaware, at pmilford@bloomberg.net

Last Updated: March 4, 2009 14:23 EST