Cargo Partners AG v. Albatrans, Inc.

352 F.3d 41 (2003)

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Cargo Partners AG v. Albatrans, Inc.

United States Court of Appeals for the Second Circuit
352 F.3d 41 (2003)

Facts

Chase, Leavitt (Customhouse Brokers) Inc. (Chase) (defendant) owed a trade debt to Cargo Partner AG (Cargo) (plaintiff). At a later date, Albatrans, Inc. (defendant) purchased the assets of Chase. Cargo brought an action against Chase and Albatrans to collect its debt. Cargo alleged that Albatrans had successor liability for Chase’s debts because the asset purchase was a de facto merger and thus an exception to the general rule that a purchaser of assets does not have successor liability for the debts of the seller. The district court dismissed Cargo’s complaint with respect to the de facto merger claim, finding that the asset-purchase transaction could not be deemed a de facto merger because there was no continuity of ownership following the asset purchase. Cargo appealed the district court’s decision.

Rule of Law

Issue

Holding and Reasoning (Sack, J.)

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