The Doctrine of Successor Liability and the Trend toward Assumption of Liability essay
First, you must exercise a high degree of due diligence. Research the sources for any potential liabilities created by the seller and its products before a transaction, including the states in which the products were distributed. Also pay in cash, if not in stock with the buyer. Carefully draft an unambiguous purchase agreement and avoid any implicit assumption of. The outcome of a case involving successor liability may be determined by the applicable state law and which court hears the case. The applicable law governing the acquisition agreement may not be relevant because the injured or injured party in a successor liability case is not a party to the acquisition agreement. Eagle Window amp Door, Inc. 2018, SC 2018, the trial court and appellate court both held that Eagle Window & Door “Eagle” was merely a continuation of a prior business and was liable for that entity's prior wrongful conduct. In reversing these courts and clarifying the doctrine of successor liability, the Supreme Court held that. Abstract. Much has been written about the appropriate theories of successor liability. Courts and scholars have examined the vagaries of the de facto merger doctrine, the continuation theory, and the many ways in which a successor entity can assume the liabilities of another entity. Successor liability claims are based on the idea of one entity acquiring the assets of another entity. seller so that the seller avoids having to pay a creditor. The successor does not intend to accept liability. But that is the result of their behavior. An express acceptance of liability is just that. One party says it accepts liability. New York successor liability law is complex and the following is intended only as a brief overview of the matter. Successor liability in New York is the liability that the purchaser of the assets of a New York corporation may have for the obligations of the seller of those assets performed prior to the purchase. Essentially, a buyer would be forced to do so. However, under common law, the doctrine can also make the successor company liable for contractual breaches or torts of the selling company. In Canada, the doctrine is shrouded in mystery. The Alberta Court of Queen's Bench effectively declared it dead in the ruling Cooperative Centrale v;