successor liability doctrine in California

2025(BBA Aviation, supra, 190 Cal.App.4th at pp. 429-430; CenterPoint Energy, Inc. v. Superior Court (2007) 157 Cal.App.4th 1101, 1118 (CenterPoint).) Here, there is no evidence that Zhongyan was controlling Ge, so this doctrine is irrelevant to the issues in this case. 7 The successor liability doctrine also applies in other circumstances, such as when “‘(1) there is an express or implied agreement of assumption [of liabilities], (2) the transaction amounts to a consolidation or merger of the two corporations,’” or (3) “‘the transfer of assets to the purchaser is for the fraudulent purpose of esc

2023Straiton Forfeited His Successor Liability Argument Straiton argues for the first time on appeal that, “[t]hrough the doctrine of successor liability, [KBSI] is responsible for Binder’s debt to Straiton.” Straiton asserts that the record established that KBSI was a “‘mere continuation’” of King Baby and that “‘the transfer of assets to [KBSI]’” was for the “‘fraudulent purpose of escaping liability.’” The argument is forfeited and meritless. 21 When a corporation purchases the principal assets of another corporation, the purchaser does not assume the seller’s liabilities unless: “(1) there is

2019W.D.Tex. 1998) 220 B.R. 909 ; American Bankruptcy Institute, 22nd Annual Spring Meeting (2004) Concurrent Session: Successor Liability Revisited: Recent Developments and Trends, Cohen, Successor Liability in Section 363 Sales, 041504 ABI-CLE 487, text accompanying fn. 17 (“There appears to have developed a bright-line rule that the failure to provide an identifiable holder of a successor liability claim with adequate notice of the bankruptcy in which a sale purports to be free and clear of successor liability claims renders the sale subject to that successor liability claim.

2019W.D.Tex. 1998) 220 B.R. 909 ; American Bankruptcy Institute, 22nd Annual Spring Meeting (2004) Concurrent Session: Successor Liability Revisited: Recent Developments and Trends , Cohen, Successor Liability in Section 363 Sales , 041504 ABI-CLE 487, text accompanying fn. 17 ("There appears to have developed a bright-line rule that the failure to provide an identifiable holder of a successor liability claim with adequate notice of the bankruptcy in which a sale purports to be free and clear of successor liability claims renders the sale subject to that successor liability claim.

2025(Pringle v. Hunsicker (1957) 154 Cal.App.2d 789, 794-795 .) Either way it is categorized, courts will impute the individual’s liabilities—and hence, the individual’s contacts with the forum state—to the corporation created by the individual only when the individual and the corporation have a “close identity,” such as when “‘the corporate entity and the individual [are] one and the same.’” (Pringle, at pp. 794-795; Postal Instant, at p. 1518; Economy Refining & Service Co. v. Royal National Bank (1971) 20 Cal.App.3d 434, 439-440 .) This doctrine is equitable in nature (see Mesler v. Bragg Manag

2025(Pringle v. Hunsicker (1957) 154 Cal.App.2d 789, 794-795 .) Either way it is categorized, courts will impute the individual’s liabilities—and hence, the individual’s contacts with the forum state—to the corporation created by the individual only when the individual and the corporation have a “close identity,” such as when “‘the corporate entity and the individual [are] one and the same.’” (Pringle, at pp. 794-795; Postal Instant, at p. 1518; Economy Refining & Service Co. v. Royal National Bank (1971) 20 Cal.App.3d 434, 439-440 .) This doctrine is equitable in nature (see Mesler v. Bragg Manag

2025(BBA Aviation, supra, 190 Cal.App.4th at pp. 429-430; CenterPoint Energy, Inc. v. Superior Court (2007) 157 Cal.App.4th 1101, 1118 (CenterPoint).) Here, there is no evidence that Zhongyan was controlling Ge, so this doctrine is irrelevant to the issues in this case. 7 The successor liability doctrine also applies in other circumstances, such as when “‘(1) there is an express or implied agreement of assumption [of liabilities], (2) the transaction amounts to a consolidation or merger of the two corporations,’” or (3) “‘the transfer of assets to the purchaser is for the fraudulent purpose of esc

2025(BBA Aviation, supra, 190 Cal.App.4th at pp. 429-430; CenterPoint Energy, Inc. v. Superior Court (2007) 157 Cal.App.4th 1101, 1118 (CenterPoint).) Here, there is no evidence that Zhongyan was controlling Ge, so this doctrine is irrelevant to the issues in this case. 7 The successor liability doctrine also applies in other circumstances, such as when “‘(1) there is an express or implied agreement of assumption [of liabilities], (2) the transaction amounts to a consolidation or merger of the two corporations,’” or (3) “‘the transfer of assets to the purchaser is for the fraudulent purpose of esc

2025(Pringle v. Hunsicker (1957) 154 Cal.App.2d 789, 794-795 .) Either way it is categorized, courts will impute the individual’s liabilities—and hence, the individual’s contacts with the forum state—to the corporation created by the individual only when the individual and the corporation have a “close identity,” such as when “‘the corporate entity and the individual [are] one and the same.’” (Pringle, at pp. 794-795; Postal Instant, at p. 1518; Economy Refining & Service Co. v. Royal National Bank (1971) 20 Cal.App.3d 434, 439-440 .) This doctrine is equitable in nature (see Mesler v. Bragg Manag

2025(BBA Aviation, supra, 190 Cal.App.4th at pp. 429-430; CenterPoint Energy, Inc. v. Superior Court (2007) 157 Cal.App.4th 1101, 1118 (CenterPoint).) Here, there is no evidence that Zhongyan was controlling Ge, so this doctrine is irrelevant to the issues in this case. 7 The successor liability doctrine also applies in other circumstances, such as when “‘(1) there is an express or implied agreement of assumption [of liabilities], (2) the transaction amounts to a consolidation or merger of the two corporations,’” or (3) “‘the transfer of assets to the purchaser is for the fraudulent purpose of esc

2019See In re Savage Industries, Inc. (1st Cir. 1994) 43 F.3d 714 , 720-722 (successor liability claim, even if it constituted an "interest" under § 363(f), could not be extinguished where no notice provided to claimant); Truck Drivers Union v. Tasemkin, Inc. (7th Cir. 1995) 59 F.3d 48 , 50-51 (successor liability claim could proceed and was not cut off by prior bankruptcy proceeding); see generally In re Piper Aircraft Corp. (Bankr.

2019Elliott v. GM LLC (In Matter of Motors Liquidation Co.) Given the limited nature of a bankruptcy court’s ability to extinguish future successor liability claims under section 363(f), I think plaintiff is correct to rely on the latest circuit-level case to address the issue, Elliott v. GM LLC (In Matter of Motors Liquidation Co.) (2d Cir. 2016) 829 F.3d 135 (Elliott), for the proposition that an asset sale does not eliminate successor liability arising from unknown claims at the time of sale.

2013(Franklin, supra, 87 Cal.App.4th at p. 621 ; Ray, supra, 19 Cal.3d at p. 28 .) Moreover, Brown Bark would have been entitled to recover its attorney fees under the Line of Credit Contracts‟ attorney fee provisions because those agreements included the following provision making all their terms binding on the contracting parties‟ successors: “This Agreement . . . shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns . . . .” (Italics added.) Accordingly, because Westover Capital would have been subject to the burden of the Line of Cred

2013(Franklin, supra, 87 Cal.App.4th at p. 621 ; Ray, supra, 19 Cal.3d at p. 28 .) Moreover, Brown Bark would have been entitled to recover its attorney fees under the Line of Credit Contracts‟ attorney fee provisions because those agreements included the following provision making all their terms binding on the contracting parties‟ successors: “This Agreement . . . shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns . . . .” (Italics added.) Accordingly, because Westover Capital would have been subject to the burden of the Line of Cred

2013(Franklin, supra, 87 Cal.App.4th at p. 621 ; Ray, supra, 19 Cal.3d at p. 28 .) Moreover, Brown Bark would have been entitled to recover its attorney fees under the Line of Credit Contracts‟ attorney fee provisions because those agreements included the following provision making all their terms binding on the contracting parties‟ successors: “This Agreement . . . shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns . . . .” (Italics added.) Accordingly, because Westover Capital would have been subject to the burden of the Line of Cred

2012(See Beatrice, supra, 6 Cal.4th at p. 778 [same officers and directors alone was insufficient when the two corporations had separate identities and “recourse to the debtor corporation”].) The significant principle is that “ ‘if a corporation organizes another corporation with practically the same shareholders and directors, transfers all the assets but does not pay all the first corporation’s debts, and continues to carry on the same business, the separate entities may be disregarded and the new corporation held liable for the obligations of the old.’ ” (McClellan, supra, 89 Cal.App.4th at p.