Williams v. CBS Corp., 286 Or App 1 (2017)

“[W]hen one corporation purchases all of the assets of another corporation, the purchasing corporation does not become liable for the debts and liabilities of the selling corporation,” unless one of four recognized exceptions are met. Tyree Oil, Inc. v. BOLI, 168 Or App 278, 282 (2000).

Plaintiff, the personal representative for Williams’ Estate (Dortch), appealed the trial court’s grant of summary judgment in favor of the Defendant. Dortch assigned error to the trial court denying her the benefit of all reasonable inferences in its determination that no genuine issue of material fact existed on the transfer of liability. On appeal, Plaintiff argued the liability for Williams’ negligence claims regarding asbestos related illness and eventual death were insufficient to demonstrate that any liabilities were ever transferred or assumed by the subsidiary company.  Defendant argued that the trial court properly granted its motion for summary judgment because it claimed that it transferred any liability related to Williams’s alleged injuries to its subsidiary. “[W]hen one corporation purchases all of the assets of another corporation, the purchasing corporation does not become liable for the debts and liabilities of the selling corporation,” unless one of four recognized exceptions are met. Tyree Oil, Inc. v. BOLI, 168 Or App 278, 282 (2000).  One of the exceptions is where the purchaser expressly or impliedly agreed to assume the seller’s debts. Id.  In order for Defendant to be entitled to summary judgment it had to demonstrate that it transferred the specific tort liability at issue in this case.  In this case, “the reorganization plan suggests that the transferred ‘liabilities’ actually refer to fixed prior debts, not the type of tort liability at issue in this case.” The Court of Appeals held that there was a genuine issue of material fact because the record in this case suggests that the liabilities that were transferred were not regarding the specific tort liability at issue. Reversed and Remanded.