Imposing Product Liabilities of the Selling Predecessor Upon the Buying Successor Company
In Bernard v. Kee Mfg. Co., 409 So. 2d 1047, 1049 (Fla. 1982), the Court declined to impose product liability on a successor corporation that purchased the assets of the manufacturer of a defective product and continued the product line under the same trade name, but discontinued the allegedly defective model. See id. at 1048.
This Court set out the generally accepted rule applicable to an asset purchase:
The vast majority of jurisdictions follow the traditional corporate law rule which does not impose the liabilities of the selling predecessor upon the buying successor company unless:
(1) the successor expressly or impliedly assumes obligations of the predecessor;
(2) the transaction is a de facto merger;
(3) the successor is a mere continuation of the predecessor, or
(4) the transaction is a fraudulent effort to avoid liabilities of the predecessor.
Sens v. Slavia, Inc., 304 So. 2d 438 (Fla.1974);
15 W. Fletcher, Cyclopedia of the Law of Private Corporations 7122, 7123 (rev. perm. ed. 1973 & Cum.Supp.1981);
Note, Products Liability--Liability of Transferee for Defective Products Manufactured by Transferor, 30 Vand.L.Rev. 238, 243 (1977). Id. at 1049.
The Court expressly "adhered to the traditional corporate law rule." Id. at 1051.