Successor Liability in Asbestos Cases

Decisions in our library in which the court ruled on successor liability: 210 cases, by state. Each line gives what the court held, in our words; the law differs from state to state and changes, so read the opinion and talk to a lawyer before relying on any of them.

Washington

• Bouchard v. CBS Corporation (2012). Under New York contract law, the phrase "obligations and commitments" under contracts, leases and agreements covers contractual obligations only, not tort duties, so a purchaser under the agreement did not assume tort liability for asbestos exposure. Washington's general rule is that an asset purchaser is not liable for the seller's liabilities unless an exception applies.
• Payne v. Saberhagen Holdings, Inc. (1st Division, 2008). A buyer of a company's assets or parent for cash is not liable as successor by de facto merger without evidence of continuity of ownership. The product line exception requires proof that the buyer actually sold the same product line and that it is fair to impose the seller's burden, given good will carried over.
• Creech v. Agco Corporation (1st Division, 2006). A purchaser that assumed liabilities "existing and outstanding" at the closing date did not assume a product claim that had not yet arisen at that date, even if the claim arose from a product the seller made before closing. Earlier decisions on the same assumption agreement did not decide that issue, so collateral estoppel did not apply.
• Niven v. EJ Bartells Co. (1st Division, 1999). A release of one successor to a tortfeasor's liabilities that reserves the right to sue unnamed parties does not discharge a separate successor. Under the traditional discovery rule, a defendant claiming a lung cancer claim is time-barred must show with competent medical evidence that the cancer could have been diagnosed more than three years before suit.

West Virginia

• In re Celotex Corp. (1997). A contribution action against a debtor's contractual indemnitee is "related to" the bankruptcy case under the Pacor test, giving federal subject matter jurisdiction. Stream-of-commerce allegations without conduct purposefully directed at the forum cannot support personal jurisdiction over a successor, and a forfeited error is corrected on civil appeal only if the Olano plain-error requirements are met.

Wisconsin

• Pepsi-Cola v. Employers Ins. Co. (2022). An anti-assignment clause in an occurrence-based liability policy is unenforceable as to a post-loss assignment of insurance rights, where the loss is the exposure occurring during the policy period. An insurer's duty to defend is determined by comparing the four corners of the underlying complaint to the policy, and any potential for coverage triggers it.
• Springer v. Nohl Electric Products Corp. (2018). The Wisconsin Uniform Fraudulent Transfer Act does not govern the common-law fraudulent transaction exception to successor non-liability. A plaintiff who seeks to hold a successor liable for a predecessor's torts must plead facts supporting an exception to the rule of non-liability.
• Springer v. Nohl Electric Products Corporation (4th District, 2016). Under the fraudulent-transfer exception to the rule against successor liability in asset sales, courts apply the factors of Wisconsin's Uniform Fraudulent Transfer Act (Wis. Stat. § 242.04), and a jury could reasonably infer fraudulent intent from the evidence, so summary judgment was improper.
• Alliance Laundry Systems LLC v. Eaton Corporation (2013). At the pleading stage, a company's plausibly alleged assumption of a predecessor's contractual defense and indemnity duties is enough to state a claim against it. A claim for breach of the implied covenant of good faith that merely restates the breach of contract claim does not stand as an independent cause of action.
• Calewarts v. CR Meyer and Sons Company (3rd District, 2012). A merged successor to a nonemployer building owner can be sued for the owner's pre-merger safe-place liability under the dual persona doctrine despite workers' compensation exclusivity. A plaintiff opposing summary judgment need only present evidence of potential asbestos exposure, from which a jury may infer exposure.