Welco Industries, Inc. v. Applied Companies

617 N.E.2d 1129 (1993)

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Welco Industries, Inc. v. Applied Companies

Ohio Supreme Court
617 N.E.2d 1129 (1993)

  • Written by Robert Cane, JD

Facts

Vickers, Inc. (defendant) purchased assets from Welco Industries. Inc. (Welco) (plaintiff) and its parent company for about $8.3 million. The assets included the Welco name, plant, machinery, inventory, patents, and goodwill. Vickers explicitly did not assume any liabilities that Welco owed to Applied Companies, Inc. (Applied) (defendant) under specific contracts. However, Vickers did assume some of Welco’s other liabilities unrelated to Applied. Vickers continued on Welco’s line of business as Vickers-Welco. Welco changed its name to Wesche Electric. Welco sued Applied for breach of contract prior to the sale to Vickers. Sometime after the sale, Applied filed a counterclaim against Welco for breach of contract and added Vickers as a counterclaim defendant under a successor-liability theory that Vickers-Welco was a mere continuation of Welco. The trial court granted summary judgment for Vickers. The appellate court reversed the judgment of the trial court. Vickers appealed to the Ohio Supreme Court.

Rule of Law

Issue

Holding and Reasoning (Moyer, C.J.)

Dissent (Sweeney, J.)

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