Equitable
doctrine of successor liability may be applied to a corporation that succeeds
to the assets of an unincorporated but clearly separate line of business of
another corporation. Imposition of successor liability was proper--under
traditional rule that a corporation that purchases the assets of another
assumes the first corporation’s liabilities when "the transfer of assets
to the purchaser is for the fraudulent purpose of escaping liability for the
seller’s debts"--where evidence supported conclusion that defendants
transferred assets from one corporation to another and hid the formation of the
second corporation from plaintiff for the purpose of avoiding liability under
defendants’ contract with plaintiff. Defendants owed a fiduciary duty to
plaintiff as a pre-incorporation investor in the business that defendants
transferred from one corporation to another. Plaintiff’s investment, which gave
him rights to a specified percentage of the enterprise’s gross profits ad infinitum,
was akin to the ownership interest of a shareholder, not to a
"debtor/creditor relationship."
Cleveland
v. Johnson - filed October 11, 2012, Second
District, Div. Eight
Source & full
text
http://www.metnews.com/sos.
Mauricio
Leon de la Barra is an international law attorney licensed to practice law in
Mexico and California, and has more than 15 years of experience representing clients
in cross-border business and real estate transactions and litigation involving
international, U.S. and Mexican laws.