Schumacher v. Richards Shear Co

In Schumacher v. Richards Shear Co. (59 NY2d 239 [1983]) the court noted four exceptions to the general rule that a corporation, which acquires the assets of another, is not responsible for the liabilities of the predecessor: (1) it [the acquiring corporation] expressly or impliedly assumed the predecessor's ... liability, (2) there was a consolidation or merger of seller and purchaser, (3) the purchasing corporation was a mere continuation of the selling corporation, or (4) the transaction is entered into fraudulently to escape such obligations. (id. at 245). Although Schumacher concerned the obligations of a purchasing corporation with respect to the tort liabilities of the acquired company, courts have applied the same principles to contractual obligations when a company's assets are acquired by another entity (see Burgos v. Pulse Combustion , 227 AD2d 295, 642 N.Y.S.2d 882 [1st Dept 1996]).