May 2, 2020 Introduction Buyers like to buy the assets of a business (as opposed to the company that runs the business) because it can pick and choose which seller contracts it wants to assume. Generally, a buyer would pick…
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Cash Buyer of Paper Mill Assets Not Liable for Seller’s CERCLA Liability
Introduction A company is responsible under the federal CERCLA or superfund law, and often state law for cleaning up property it contaminates by hazardous waste disposal. However, the buyer of the assets of the responsible company is generally not liable…
Court distinguishes the mere continuation successor liability tests of Michigan and New Jersey
Seller was headquartered in Parsippany, New Jersey and operated plants in New York, New Jersey, Florida and Texas. Seller provided commercial printing services. Buyer is a Des Moines-based multi-platform communications company. On September 29, 2017, Buyer entered into an asset…
Posted in asset buyer's assumption of seller's liabilities by contract, asset purchase agreement, asset seller's liabilities, assumed liabilities, assumption of a contract, buyer's assumption of seller liabilities in asset acquisition, excluded liabilities, mere continuation, seller owners equity interest in buyer, successor liability
Court finds that buyer of a California union skilled nursing facility had no constructive knowledge of seller’s multi-employer pension plan withdrawal liability
This is a follow up to a discussion of an earlier June court decision involving the same business buyer. http://www.mk-law.com/wpblog/buyer-of-a-california-union-skilled-nursing-facility-faces-multi-employer-pension-plan-withdrawal-liability-if-buyer-had-constructive-knowledge-of-the-potential-liability/ Buyer purchased a 99-bed skilled nursing facility located Santa Clarita, California from Seller through an asset purchase agreement that closed…
Court finds that buyer of lead paint manufacturer assumed seller’s liabilities for lead paint poisoning
This case involved a lawsuit filed by Plaintiffs, several individuals in a Wisconsin federal district court against Buyer for injuries allegedly incurred from ingesting white lead carbonate pigments contained in paint manufactured by Seller. Buyer purchased the assets of Seller…
Buyer of two Gulfstream wing supply programs fights with Seller over responsibility for Seller’s warranty claims
Buyer, a Pennsylvania based international supplier of aerospace components and systems, acquired two Tulsa, based Gulfstream Aerospace Corporation wing supply programs from Seller. Seller is a large first-tier manufacturer of aircraft airframe components. The asset purchase agreement, dated December 8,…
Court permits business asset buyer’s product liability carrier to sue the seller for indemnification
This lawsuit stems from a dispute over an April 9, 2012 asset purchase agreement between the buyer and seller. Pursuant to the agreement, the buyer purchased a set of assets from the seller, including the design of the seller’s exercise equipment. The…
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