Practice question
A genuine asset-sale agreement provides fair consideration, preserves the seller’s separate operations and contains no debt assumption; no merger, continuation or fraudulent evasion is proved. The claimant relies only on purchase of assets to make the buyer answer for the seller’s labor debts. Which is correct?
- The specified successor-liability exceptions must be established rather than presumed from purchase alone
- Every asset purchase automatically imposes all seller debts
- Fair consideration necessarily proves fraudulent evasion
- The buyer is automatically the seller’s payroll department
- The claimant may omit every relevant exception
Legal references
- Maricalum Mining v Florentino GR221813 July23,2018 MAIN: https://lawphil.net/judjuris/juri2018/jul2018/gr_221813_2018.html Transaction-specific domination and Nell asset-transfer exceptions.
- Kukan International v Reyes GR182729 September29,2010 MAIN: https://lawphil.net/judjuris/juri2010/sep2010/gr_182729_2010.html Jurisdiction and due process distinct from veil-piercing liability.
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