Practice question
Buyer acquires the seller's entire operating enterprise, including the assets and goodwill needed to continue it. Seller is left with only juridical existence and no capacity to continue its business; buyer continues that business. Buyer relies solely on the label 'asset sale' to deny successor liability. Which Y-I Leisure analysis is sound?
- The label conclusively eliminates every exception.
- The seller's continued name always defeats continuation.
- The facts support examination as a business-enterprise continuation under the recognized exception, despite the label.
- No buyer can ever incur successor liability.
- The transaction is necessarily an isolated vehicle sale.
Legal references
- Y-I Leisure v. Yu, GR207161, September8 2015, main decision: https://lawphil.net/judjuris/juri2015/sep2015/gr_207161_2015.html
- RA11232, RCC, Sections39 and73–74: https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463
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