Purchase of Assets. MRS Manufacturing, Inc, manufactured tractors, which it sold to Glades Equipment, Inc Glades Equipment sold one of the tractors to the U.S. Sugar Corp Later, Glade and Grove Supply, Inc, bought the Glades Equipment dealership under a contract that stated the sale covered only such property "as

Answer 1

Purchase of assets
The Florida trial court granted summary judgment in favor of all defendants, including Glade and Grove. On appeal, the Florida District Court of Appeal affirmed that part of the lower court's judgment that held there could be no successor corporation liability. The appellate court explained that "the liabilities of a selling predecessor will not be imposed upon the buying successor company, unless: (1) the successor expressly or impliedly assumes the responsibility of the predecessor; (2) the transaction is a * * * merger; (3) the successor is a mere continuation of the predecessor; or (4) the transaction is a fraudulent effort to avoid the liabilities of the predecessor." The court quoted the contract for the sale of the dealership from Glades Equipment to Glade and Grove: the transaction only involved such property "as [Glades Equipment] has on hand at the time of the * * * sale."