When a corporation purchases the principal assets of another corporation, does the purchaser assume the liabilities of the seller?

California, United States of America


The following excerpt is from Hernandez v. Enter. Rent-A-Car Co. of San Francisco, 249 Cal.Rptr.3d 467, 37 Cal.App.5th 187 (Cal. App. 2019):

Under generally accepted rules, when a corporation purchases the principal assets of another corporation, "the purchaser does not assume the seller's liabilities unless (1) there is an express or implied agreement of assumption, (2) the transaction amounts to a consolidation or merger of the two corporations, (3) the purchasing corporation is a mere continuation of the seller, or (4) the transfer of assets to the purchaser is for the fraudulent purpose of escaping liability for the seller's debts." ( Ray v. Alad Corp. (1977) 19 Cal.3d 22, 28, 136 Cal.Rptr. 574, 560 P.2d 3 ( Alad ).)

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