Hugo P. GONZALEZ, Plaintiff-Appellant,
STANDARD TOOLS AND EQUIPMENT CO., dba Eagle Equipment; and Eagle Equipment Co., Defendants-Respondents, and EAGLE LIFT MANUFACTURING CORP.; and Portland Service Station Supply, Inc., Defendants
Argued and Submitted March 10, 2015.
130100751. Multnomah County Circuit Court. Gregory F. Silver, Judge.
J. Randolph Pickett argued the cause for appellant. With him on the opening brief were R. Brendan Dummigan, Kristen W. McCall, Kimberly O. Weingart, and Pickett Dummigan LLP. With them on the reply brief was Ron K. Cheng.
Ralph C. Spooner argued the cause for respondents. With him on the brief were Melissa J. Ward and Spooner & Much, P.C.
Before Sercombe, Presiding Judge, and Hadlock, Judge, and Tookey, Judge.
[270 Or.App. 396] SERCOMBE, P. J.
Plaintiff appeals the trial court's judgment dismissing his claims with prejudice. He asserts that the trial court erred in its conclusion that " Oregon appellate courts would not be likely to adopt the product line exception to the general rules of successor liability." As explained below, we affirm.
Plaintiff was injured while working at B & R Auto Wrecking (B & R) on an automobile secured by an automotive lift manufactured by Eagle Lift Manufacturing Corp. (Eagle Lift), and sold to B & R in 1998. Plaintiff brought claims for his injuries against several defendants, including Standard Tools and Equipment Co. (Standard Tools) and Eagle Equipment Co. (Eagle Equipment), who were successor entities to Eagle Lift (collectively, the Standard Tools defendants). In particular, in 2005, Eagle Lift's successor entity, Minuteman Distributors, Inc., sold its assets to Eagle Equipment, which, later, merged with Standard Tools, who continued to distribute the automotive lifts.
Plaintiff alleged that,
" [b]y carrying on the product line of Eagle automotive lifts after May 25, 2005, [the Standard Tools defendants] are liable for the injuries suffered by plaintiff, even though those entities did not manufacture, distribute, or sell the automotive lift that injured plaintiff, because they carried on the same product line under the same or similar name ('Eagle Lift'), and benefitted from the good will of Minuteman, which had become a mere corporate shell after substantially all of its assets had been purchased by defendant Eagle Equipment Co., and Minuteman had assigned its remaining assets for the benefit of creditors."
The Standard Tools defendants moved to dismiss plaintiff's claims against them, asserting that Oregon follows the traditional rule of successor liability under which, where one corporation transfers its assets to another, the latter does not assume the liabilities of the transferor corporation, with four specific exceptions. The Standard Tools defendants asserted that Oregon had not adopted the " product line exception" alleged in plaintiff's complaint, and was unlikely to do so. The trial court agreed, concluding that [270 Or.App. 397] " the product line exception to the successor liability rule had not been expressly adopted by the Oregon appellate courts or enacted into law by the Oregon legislature[.]" Accordingly, the court entered a judgment dismissing with prejudice plaintiff's claims against the Standard Tools defendants.
On appeal, plaintiff asserts that the " trial court erred in granting the Standard Tools defendants' ORCP 21A(8) Motion to Dismiss on the basis that Oregon appellate courts would not be likely to adopt the product line exception to the general rules of successor liability."
" 'The general rule is that where one corporation sells or otherwise transfers all of its assets to another corporation, the latter is not liable for the debts ...