Payne v. Saberhagen Holdings, Inc.

¶1 There are only limited circumstances under which a purchaser of corporate assets acquires a transferor’s liabilities, such as by de facto merger or by continuing the same product line. Here, there are no such circumstances. Viad Corporation’s predecessor, Baldwin-Lima-Hamilton (PA), did not acquire Griscom-Russell’s asbestos-related liabilities when it purchased GriscomRussell’s parent company, Hamilton Thomas, in 1962. Harold, and Elizabeth Payne have failed to present evidence of continuity of ownership of the merged company, required for finding a de facto merger, and failed to present…