Nissen Corp. v. Miller
Court of Appeals of Maryland
594 A.2d 564 (1991)
Brandt (plaintiff) was injured by a treadmill made by Tredex, whose assets Nissen (defendant) had purchased under an agreement that expressly excluded liability for injuries from Tredex's previously sold products, while Tredex continued operating separately for five years before eventually dissolving. Brandt sued both Tredex and Nissen, arguing Nissen was liable as Tredex's successor because it continued Tredex's business; the trial court granted Nissen summary judgment, the appellate court reversed, and the Maryland high court took the case to decide the successor-liability question.
Whether a successor corporation acquires its predecessor's liabilities and debts based solely on its continuation of the predecessor's business operations or enterprise.