BECKER v. GRABER BUILDERS, INC.
[Pamela Becker contracted with Graber Builders, Inc. to build a house and alleges that the septic system was inadequate. Graber Builders, Inc. was administratively dissolved. Dwight E. Graber continued the construction business under the name Graber Homes, Inc., with the same assets of the dissolved corporation. Ms. Becker sued both Graber Builders, Inc. and Graber Homes, Inc. to recover her damages for breach of contract].
The general rule is that a corporation that purchases all, or substantially all, of the assets of another corporation is not liable for the old corporation’s debts. G.P. Publica tions, Inc. v. Quebecor Printing-St. Paul, Inc., 125 N.C.App. 424, 432, 481 S.E.2d 674, 679, disc. review denied, 346 N.C. 546, 488 S.E.2d 800 (1997). Plaintiff alleges no facts supporting one of the four well-settled exceptions to this general rule against successor liability. See id. at 432-33, 481 S.E.2d at 679 (setting forth the four exceptions: “(1) where there is an express or implied agreement by the purchasing corporation to assume the debt or liability; (2) where the transfer amounts to a de facto merger of the two corporations; (3) where the transfer of assets was done for the purpose of defrauding the corporation’s creditors; or (4) where the purchasing corporation is a ‘mere continuation’ of the selling corporation in that the purchasing corporation has some of the same shareholders, directors, and officers.”).
Consequently, plaintiff fails to allege a claim upon which relief may be granted against Graber Homes, Inc.
