Assumption Of Liabilities

70 Florida cases classified under this topic · sorted by citation count · browse and sort

• Gen. Foam Fabricators, Inc. v. Tenneco Chems., Inc.
  695 F.2d 281· 7th Cir.· 1982-12-08 ·cited 46×
  The court held that the district court erred in granting judgment notwithstanding the verdict because sufficient evidence existed to raise jury questions on the existence of the confidentiality agreement, Tenneco's assumption of obligations, and breach. However, the court affirme
• Stoddard v. Commissioner of Internal Revenue
  141 F.2d 76· 2d Cir.· 1944-03-01 ·cited 36×
  A taxpayer cannot deduct a bad debt charge-off after exchanging the debt for new securities, but may deduct a capital loss on the exchange if the reorganization was taxable and a loss is proven. Expenses contesting prior tax liabilities are not deductible business expenses.
• Leannais v. Cincinnati
  565 F.2d 437· 7th Cir.· 1977-10-18 ·cited 34×
  The court held that a successor company can be held liable for injuries caused by its predecessor's defective product under specific conditions, but the concurring opinion argues for a broader rule based on strict product liability.
• Blumin v. Ellis
  186 So. 2d 286· Fla. 2d DCA· 1966-05-04 ·cited 33×
  Stockholders of Palmdale Water and Gas Company brought suit to enforce an equitable lien on assets sold to General Utilities, which subsequently went bankrupt. The court held that the stockholders had enforceable equitable liens under the purchase agreement, rejecting defenses ba
• United States v. Smith
  418 F.2d 589· 5th Cir.· 1969-09-22 ·cited 30×
  The court held that the district court erred in finding no constructive dividend and that the issue of whether the corporation assumed the partnership's liabilities must be fully determined on remand.
• Gerhart v. Henry Disston & Sons, Inc.
  290 F.2d 778· 3d Cir.· 1961-04-28 ·cited 28×
  The court held that the trial court did not err in admitting parol evidence to clarify the ambiguous term 'liabilities' in the contract and that the improper admission of a former president's affidavit was harmless error.
• Provident Sec. Life Ins. Co. v. Gorsuch
  323 F.2d 839· 9th Cir.· 1963-10-01 ·cited 27×
  The court held that a default judgment was improperly entered due to excusable neglect and that the merger was not void on the grounds asserted by the trial court, thus reversing the judgment.
• Bancroft v. Will Allen
  138 Fla. 841· Fla.· 1939-05-05 ·cited 27×
  This case involves a complex dispute over the settlement of claims by bondholders against successor trustees who allegedly mismanaged a real estate trust. The Florida Supreme Court affirmed the lower court's approval of a $75,000 compromise settlement, rejecting the receiver's ch
• Polius v. Clark Equip. Co.
  802 F.2d 75· 3d Cir.· 1986-09-29 ·cited 21×
  The court held that the continuity of enterprise doctrine should govern successor corporation liability under Virgin Islands law, and the record could support a finding of such continuity.
• H. K. Porter Co., Inc. v. Wire Rope Corp. OF Am., Inc.
  367 F.2d 653· 8th Cir.· 1966-10-07 ·cited 20×
  The court held that the sale contract did not obligate the buyer to assume accrued but not yet due vacation pay, and that the annuity contract was an asset of the sold division passing to the buyer.
• Commercial Nat. Bank in Shreveport v. Connolly
  176 F.2d 1004· 5th Cir.· 1949-09-06 ·cited 19×
  The court held that the contract was binding, the New Bank acquired title to Class A and B assets, and the expenses of the receivership should be paid from the fund administered by the receiver.
• Ferd Schneider v. Dumbarton Developers, Inc.
  767 F.2d 1007· D.C. Cir.· 1985-07-23 ·cited 18×
  The court held that the appellants did not substantially perform their obligations under the contract by the deadline and that the August 4 Settlement Agreement eliminated any notice and cure period. The court also found that 2106 F Street Associates, as an intervenor, was subjec
• BUD Antle, Inc. v. E. Foods, Inc.
  758 F.2d 1451· 11th Cir.· 1985-04-25 ·cited 18×
  A de facto merger requires a continuity of shareholders, which was absent here as the transaction involved cash, not stock, thus Eastern Foods, Inc. could not be held liable for B & B Produce Processors, Inc.'s debt.
• ST. Petersburg Sheraton Corp. v. Stuart
  242 So. 2d 185· Fla. 2d DCA· 1970-11-18 ·cited 17×
  The court held that the trial court erred in submitting the issue of punitive damages to the jury as there was no showing of gross negligence, and that the evidence was insufficient to prove a merger between IT&T and Sheraton America, thus reversing the judgment against IT&T.
• In re F & T Contractors, Inc. v. David Cuvrell/Trustee of F & T Contractors, Inc.
  718 F.2d 171· 6th Cir.· 1983-09-30 ·cited 16×
  The bankruptcy court lacked jurisdiction over the counterclaim against the FDIC-receiver, and the FDIC-corporation did not assume liability for the letters of credit.
• Kingsley v. Baker/Beech-Nut Corp.
  546 F.2d 1136· 5th Cir.· 1977-02-09 ·cited 16×
  The court affirmed the denial of attorney's fees and the jury's finding of liability, but reversed the award of exemplary damages.
• Pulte Home Corp., Inc. v. Ply Gem Indus., Inc.
  804 F. Supp. 1471· M.D. Fla.· 1992-09-22 ·cited 15×
  The court found that factual disputes remained, precluding summary judgment on most issues, but denied summary judgment on punitive damages against the defendants. The court also found that Pulte had standing to sue.
• Glasscock v. Armstrong Cork Co.
  946 F.2d 1085· 5th Cir.· 1991-10-24 ·cited 14×
  The court affirmed the jury's verdict, holding that sufficient evidence supported the compensatory and punitive damage awards, and that Celotex was liable as a successor corporation for pre-acquisition conduct.
• Palmer v. Radio Corp. OF Am.
  453 F.2d 1133· 5th Cir.· 1971-12-30 ·cited 14×
  An indirect transfer of a debtor's property to a creditor, even if through an intermediary and pursuant to a prior agreement, is a preferential transfer under § 60(a) of the Bankruptcy Act if it is not perfected within four months of bankruptcy and allows the creditor to obtain a
• Coastal Terminals, Inc. v. United States
  320 F.2d 333· 4th Cir.· 1963-07-12 ·cited 14×
  The court held that the transaction was an exchange of like-kind properties, not a sale, and therefore the gain was not recognizable under Section 1031(a) of the Internal Revenue Code.
• Sachs v. Ohio Nat. Life Ins. Co.
  148 F.2d 128· 7th Cir.· 1945-03-21 ·cited 14×
  The court held that the Re-insurance Agreement did not intend to assume the bank stockholders' liability, and the plaintiffs, as creditors, were incidental beneficiaries without standing to sue.
• Philippine Air Lines, Inc. v. Tex. Eng'g & Mfg. Co., Inc.
  181 F.2d 923· 5th Cir.· 1950-05-17 ·cited 12×
  The court held that the hold-harmless clause in the contract between two private corporations, which allocated the risk of simple negligence, was valid and not against public policy.
• McNAMARA v. Weichsel Dampschifffahrts AG Kiel
  293 F.2d 900· 2d Cir.· 1961-09-07 ·cited 10×
  The court held that the jury's finding of negligence against the shipowner was supported by sufficient evidence, but the issue of whether the shipowner's conduct precluded indemnity from the stevedore was a question of fact that should have been submitted to a jury.
• Major Appliance Co., Inc. v. Hupp Corp.
  254 F.2d 503· 5th Cir.· 1958-04-08 ·cited 10×
  The court held that the corporation assumed the liabilities of the proprietorship based on the bill of sale construed in light of surrounding circumstances and the parties' subsequent conduct.
• In re Chicago
  789 F.2d 1281· 7th Cir.· 1986-05-08 ·cited 8×
  The court held that the bankrupt railroad transferred its duty to arbitrate to the buyer of its rail assets, relieving the railroad of that obligation.
• Kemos, Inc. v. Bader
  545 F.2d 913· 5th Cir.· 1977-01-20 ·cited 8×
  A stock option agreement's clause for consolidation, amalgamation, or merger does not apply to a mere purchase of assets, where the purchasing corporation expressly limits its assumed liabilities.
• KLPR TV, Inc. v. Visual Elecs. Corp.
  465 F.2d 1382· 8th Cir.· 1972-08-10 ·cited 8×
  The court held that KLPR waived its warranty rights by accepting the equipment and failing to provide timely notice of breach, but affirmed the trial court's finding of an express warranty to Noark. The court reversed the damages awarded to Noark, finding them unsupported by evid
• Bank OF Miami Beach v. The Fid. & Cas. Co. OF NEW York
  239 So. 2d 97· Fla.· 1970-07-22 ·cited 8×
  Bank of Miami Beach sought recovery from title insurance carriers for losses on a mortgage secured by a forged promissory note. The Florida Supreme Court held that a title insurance policy guaranteeing a valid mortgage lien does not cover losses arising from defects in the underl
• Nat'l Lead Co. v. Nulsen
  131 F.2d 51· 8th Cir.· 1942-10-29 ·cited 8×
  The court held that the plaintiff's claim for breach of contract was not barred by res judicata and that the defendant's counterclaim was valid, requiring reversal of the dismissal of the plaintiff's petition.
• Pines v. Warnaco, Inc.
  706 F.2d 1173· 11th Cir.· 1983-06-09 ·cited 6×
  Summary judgment was improper on the breach of contract claim because the Guaranty and Merger Agreement are ambiguous regarding Warnaco's assumption of the Surviving Corporation's obligations. However, summary judgment was proper for the breach of fiduciary duty, fraud, and promi
• Keller v. Clark Equip. Co.
  715 F.2d 1280· 8th Cir.· 1983-08-11 ·cited 5×
  The court held that Clark Equipment Company assumed Melroe Manufacturing Company's liability for negligent late filing of a patent application, and the Kellers' negligence claim was not barred by the statute of limitations.
• Banco Nacional de Cuba v. Chem. Bank NEW York Tr. Co.
  822 F.2d 230· 2d Cir.· 1987-06-10 ·cited 4×
  The court held that the act of state doctrine does not bar adjudication of the defendants' counterclaims, and that these counterclaims are meritorious under international law due to Cuba's discriminatory actions in expropriating Cuban Electric.
• Austin v. United States
  461 F.2d 733· 10th Cir.· 1972-05-04 ·cited 4×
  The court held that the taxpayer's contentions regarding the tax deficiency assessment arising from a partnership liquidation were without merit, affirming the trial court's decision.
• The Buckeye Union Cas. Co. & Subsidiary v. Commissioner OF Internal Revenue
  448 F.2d 228· 6th Cir.· 1971-09-20 ·cited 4×
  The court held that the retention of 35% of unearned premium reserves by taxpayers, following a reinsurance transaction, constituted taxable income and was not a non-taxable sale or exchange under Section 337.
• United States v. Marshall
  357 F.2d 294· 9th Cir.· 1966-03-08 ·cited 4×
  The court held that the purchaser's assumption and payment of the seller's business debts does not constitute 'payments actually received' by the seller in the year of sale for the purpose of the 30% limit under 26 U.S.C. § 453.
• Ellis Campbell, Jr. v. Wheeler
  342 F.2d 837· 5th Cir.· 1965-03-18 ·cited 4×
  The court held that avoiding embarrassment in asking for undistributed profits does not constitute a bona fide business purpose for a controlled corporation to assume a taxpayer's personal liability.
• Cent. Kan. Tel. Co., Inc. v. Commissioner of Internal Revenue
  141 F.2d 213· 10th Cir.· 1944-03-02 ·cited 4×
  The court held that the new company's acquisition of assets was not a nontaxable reorganization because the cash paid to non-participating bondholders was part of the reorganization's consideration, not an assumed liability of the old company.
• Mercantile Home Bank & Tr. Co. v. United States
  96 F.2d 655· 8th Cir.· 1938-04-26 ·cited 4×
  The dissenting judge would affirm the judgment, concluding that the transaction, though structured as a sale, effectively impaired or defrauded creditors of the Home Trust Company by leaving them with no recourse for their debts. The judge found that the new entity, appellant, wa
• State v. Ryan
  106 Fla. 386· Fla.· 1932-08-04 ·cited 4×
  The Florida Supreme Court granted a petition for the City of Hollywood to be made a party respondent in a mandamus proceeding. The proceeding involves a bondholder seeking to enforce contract rights against the Broward County Port Authority, which assumed liability for bonds orig
• Niecko v. Emro Mktg. Co.
  973 F.2d 1296· 6th Cir.· 1992-09-01 ·cited 3×
  The court held that the 'as is' clause in the purchase agreement effectively transferred liability for environmental cleanup costs to the buyer, and that the Michigan LUST Act did not prohibit such a transfer between private parties.
• Haynes v. Kleinewefers & Lembo Corp.
  921 F.2d 453· 2d Cir.· 1990-12-21 ·cited 3×
  The court held that the agreement between Grace and Kalex did not contain an unmistakable intent for Kalex to indemnify Grace for damages resulting from Grace's own negligence.
• Preyer v. Gulf Tank & Fabricating Co., Inc.
  1993 WL 264418· N.D. Fla.· 1993-05-05 ·cited 2×
  The court held that Bay Tank, as a successor corporation, is liable for the judgment against Gulf Tank, despite a release given to Dixie, because Bay Tank had notice of the claim and continuity of operations.
• In re Still v. Wright
  963 F.2d 75· 5th Cir.· 1992-06-17 ·cited 2×
  The FDIC-as-Receiver cannot use the defense provided by § 550(b)(1) of the Bankruptcy Code to avoid a preferential transfer because it did not take the assets for value.
• Linder v. Inhalation Therapy Servs., Inc.
  834 F.2d 306· 3d Cir.· 1987-11-19 ·cited 2×
  The court held that the plaintiff was not entitled to commissions on contracts obtained by the defendant before the agreement's termination, nor on a contract obtained after termination without sufficient evidence of causation from the plaintiff's solicitation.
• Teofilo Evangelista and Frances Evangelista v. Commissioner OF Internal Revenue
  629 F.2d 1218· 7th Cir.· 1980-08-12 ·cited 2×
  A transfer of property where the transferee assumes a liability exceeding the transferor's adjusted basis is taxable to the transferor to the extent of that excess, unless the transferor can establish it was a gift.
• Goodbody & Co., Inc. v. Rigel
  339 So. 2d 272· Fla. 2d DCA· 1976-11-10 ·cited 2×
  Goodbody & Co., Inc. appeals a summary judgment in favor of Rigel, who sued for rescission of unregistered securities and negligence damages. The court reverses, holding that the successor corporation cannot be held liable for the pre-existing partnership's obligations absent an
• Wilford E. Thatcher v. Commissioner OF Internal Revenue
  533 F.2d 1114· 9th Cir.· 1976-03-17 ·cited 2×
  The court held that taxpayers could set off deductible and paid trade accounts against § 357(c) gain, but affirmed the zero basis of stock received in the exchange.
• Madison Square Garden Corp. (formerly Graham-Paige Corporation) v. Commissioner OF Internal Revenue
  500 F.2d 611· 2d Cir.· 1974-07-30 ·cited 2×
  A corporation acquiring assets through a merger-liquidation is entitled to a stepped-up basis for 100% of the assets if it acquires at least 80% control and subsequently satisfies the remaining minority shareholders' interests, treating those payments as assumed liabilities.
• Alexander v. Buckeye Cellulose Corp.
  281 F.2d 187· 6th Cir.· 1960-07-18 ·cited 2×
  A merger agreement does not revive a debt already barred by the statute of limitations unless the parties specifically intended to assume such barred obligations.
• Ackerman v. York Corp.
  260 F.2d 1· 8th Cir.· 1958-10-17 ·cited 2×
  The court held that the installer of used refrigeration equipment had no duty to disassemble it to search for hidden defects, nor a duty to warn the experienced employer about potential defects absent knowledge or foreseeability of such defects.