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HELD:
Appeal affirmed.
General Rule: Where one corporation sells or otherwise transfers all of its assets to another corporation, the latter is
not liable for the debts and liabilities of the transferor.
Exception to the Rule:
o Where the purchaser expressly or impliedly agreed to assume such debts no proof
o Where the transaction amounts to a consolidation or merger of the corporations not claimed
o Where the purchasing corporation is merely a continuance of the selling corporation no proof
o Where the transaction is entered into fraudulently in order to escape liability for such debts no proof;
further the price paid was fair and reasonable.
RATIO:
CASE LAW/ DOCTRINE:
DISSENTING/CONCURRING OPINION(S):