Schumacher v. Richards Shear Company, Inc

In Schumacher v. Richards Shear Company, Inc. (59 NY2d 239 [1983]), the court held that, whereas the general rule is that a corporation which acquires the assets of another is not responsible for the liabilities of the predecessor, there are four exceptions to this general proposition: "(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."