Nissen Corp. v. Miller

Court of Appeals of Maryland, 1991.

323 Md. 613, 594 A.2d 564.

Hamiltion, pp. 375-379

 

Facts: The plaintiff bought a treadmill from American Tredex.  Soon after that purchase, Nissen bought the company, but excluded assuming any tort liability.  Five years later, the plaintiff was injured while using the treadmill.  A year or so after that, American Tredex was officially dissolved.  Almost a year after that, the plaintiff sued American Tredex and Nissen.  Nissen won summary judgment, but the plaintiff appealed.  The Court of Special Appeals reversed the trial court, and Nissen appealed to the Court of Appeals of Maryland.

 

Issue: Should the court adopt the “general rule of nonliability of successor corporations” with the four “traditional exceptions”, or should it add an exception for “continuity of enterprise”?

 

Rule: NEW RULE, in Maryland!  The general rule is adopted with the four traditional exceptions but not the continuity of enterprise exception.

 

Analysis: The petitioners and respondents put forth some different juicy policy arguments.  If only I had more time to brief them!

 

Conclusion: Nissen is found to be not liable as a corporate successor.

 

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