Quantcast
Home / Courts / Corporate – Asset Purchase – de Facto Merger – First Impression – Insufficient Showing – Landlord/Tenant – Past Due Rent – Successor Liability – Mere Continuation (access required)

Corporate – Asset Purchase – de Facto Merger – First Impression – Insufficient Showing – Landlord/Tenant – Past Due Rent – Successor Liability – Mere Continuation (access required)

Lattimore & Associates, LLC v. Steaksauce, Inc. Even if N.C. law includes the de facto merger exception to the general rule against successor liability, the exception would not apply to this asset-purchase case. Plaintiff has not shown continuity of the seller-corporation’s management, physical location or business operations; plaintiff has not shown that the defendant-purchasers paid for the seller-corporation’s assets by an exchange of shares; plaintiff presents no evidence that the seller-corporation liquidated or dissolved itself following the transaction; and plaintiff has not shown that the purchasers assumed the liabilities and obligations “ordinarily necessary” for the uninterrupted continuation of the seller-corporation’s business operations.

Leave a Reply

Your email address will not be published. Required fields are marked *

*