Where Two Corporations Have Truly Merged the Rights and Liabilities Are Retained by the Surviving Corporation
In Celotex Corp. v. Pickett, 490 So. 2d 35, 37 (Fla. 1986), the Court construed section 607.231(3) to hold Celotex liable for punitive damages stemming from a shipyard worker's exposure to asbestos manufactured by a corporation it had absorbed in a merger.
This Court stated:
Where two corporations have truly merged, a corporate tortfeasor by any other name is still a tortfeasor, to paraphrase Shakespeare.
Moe v. Transamerica Title Insurance Co., 21 Cal. App. 3d 289, 98 Cal. Rptr. 547, 556-57 (1971) (merger "merely directs the blood of the old corporation into the veins of the new, the old living in the new");
Atlanta Newspapers, Inc. v. Doyal, 84 Ga.App. 122, 128, 65 S.E.2d 432, 437 (1951) (merger "is like the uniting of two or more rivers, neither stream is annihilated, but all continue in existence"). Id. at 38.
In Nelson v. Ameriquest Technologies, Inc., 739 So. 2d 161, 164 (Fla. 3d DCA 1999), the Third District cited section 607.1106(1)(b) in holding that a guarantee in a dealer application could be enforced by the surviving corporation in a merger.
See also Coulter Corp. v. Leinert, 869 F. Supp. 732, 734 (E.D. Mo. 1994) (noting that under Florida law, the "the rights and liabilities of merging corporations are retained by the surviving corporation").