Practice question
Under the general Nell rule recited in Y-I Leisure, does buying another corporation's assets automatically make the buyer liable for all the seller's debts?
- Yes, in every case without exception.
- Yes, even for any shareholder's personal debt.
- Yes, solely because both parties are corporations.
- No; the general rule is non-assumption, subject to recognized exceptions.
- Yes, whenever cash is used.
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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