Fashionhaus, LLC v. T & C Main St., Inc.

In this case we consider whether the defendant companies, T & C Main Street, Inc., and T & C Main, LLC (collectively, new T & C corp.), are the corporate successors to Tess & Carlos, Inc. (old corp.). After a bench trial, a Superior Court judge ruled that "[new T & C corp.] is in essence [old corp.] wearing a new hat," and that new T & C corp. accordingly was responsible for the debts of old corp. The facts found by the Superior Court judge, however, show that new T & C corp. was not a successor to all, or substantially all, of the assets of old corp. and thus that the legal doctrines that…