by Timothy E. Gammon1
I. Background
Twelve years ago, an article for this publication discussed two then-recent appellate decisions that had rejected strict product liability claims against successor corporations.2 The article argued that, "[c]onsistent with the strict products liability goals" the Supreme Court of Missouri had endorsed, the courts in Missouri "should develop a totality of the circumstances approach to determining when a successor corporation will be held liable for defective products manufactured by a predecessor corporation."3
Corporate mergers and acquisitions, and product litigation, particularly lawsuits based on a failure to warn,4 have continued to increase. Missouri courts have continued to follow the general rule of non-liability of successor corporations for injuries resulting from a defective product manufactured by its predecessor, and the generally recognized four exceptions:
Where one corporation sells or otherwise transfers all of its assets to another corporation, the latter is not liable for the debts and liabilities of the transferor, except: (1) where the purchaser expressly or impliedly agrees to assume such debts; (2) where the transaction amounts to a consolidation or merger of the corporation; (3) where the purchasing corporation is merely a continuation of the selling corporation; or (4) where the transaction is entered into fraudulently in order to escape liability for such debts.5II. Recent DevelopmentsBut "Missouri courts should [follow] the product line theory of liability." Liability should follow the product line even when that imposes liability upon a successor corporation despite the absence of circumstances making one or more of the four traditional exceptions to the general rule of non-liability applicable.6 The fairness of the product-line theory has not changed, and it has been accepted and recognized by several courts.7
There are several more recent Missouri cases, the four most important being Sherlock, ARE Sikeston Ltd., Chemical Design, Mexico Feed and Seed.
A. Sherlock8
On June 14, 1988, Diana K. Sherlock's right hand became entangled in a Strickler "old style" chitterling cleaning machine. Sherlock sued in Missouri federal court alleging Quality, the successor to Strickler, the manufacturer of the machine, negligently failed to warn Monfort, her employer, of a design defect.9
The jury found for Sherlock. Quality appealed to the Eighth Circuit. Quality argued that the district court improperly instructed the jury under a "functional successor" theory, which combined elements of corporate successor liability and an independent duty to warn based upon the nature of [Quality's] relationship with [its] predecessor's customers.10
The Eighth Circuit rejected Quality's arguments, and concluded that "the district court properly apprised the jury of the law applicable to a successor corporation's independent duty to warn, and there was sufficient evidence to support the verdict on this claim."11 The Eighth Circuit ruled Quality had an independent duty to warn Monfort "only if it knew of the dangerous condition and 'maintain[ed], on a regular basis, contact with purchasers of equipment, from the original seller, through a service contract or comparable relationship.'"12
The Eighth Circuit explained it is "disingenuous for a manufacturer to claim that it did not have knowledge of a particular machine's defect because the owner of the machine might unilaterally have made safety alterations to the device."13 The court found the evidence sufficient that Quality breached its independent duty to warn Sherlock's employer of the design defect, and the relationship between Quality and Monfort sufficient to impose upon Quality an independent duty to warn. Quality appeared to be the sole remaining manufacturer and only supplier of replacement parts for the old style machines. Quality fostered relationships with its predecessor's customers. It provided replacement parts to Monfort on 24 separate occasions. But Quality never took the simple steps of notifying Monfort about the design changes nor warned Monfort about the inherent risks in the old style machine.14
B. ARE Sikeston Ltd.15
In ARE Sikeston, the court held a corporation that bought a lock manufacturer's assets from the manufacturer's foreclosing creditor did not assume the liabilities of the manufacturer's commercial lease under Missouri law. The court found the buyer "did not expressly or impliedly agree to assume" the debt or liabilities of the manufacturer or creditor, the sale transaction did not amount to merger or consolidation, and the buyer was not a mere continuation of the manufacturer. The court concluded neither the buyer nor the creditor committed fraud when they entered into the sale transaction.
The court recognized the exceptions to Missouri's general rule of nonliability for the purchaser of a corporation's assets.16
The court explained the elements of a de facto merger but held there was no "mere continuation" of the manufacturer, even though it retained some of the manufacturer's former employees.17 The buyer, as "a separate entity with its own organization, directors, and shareholders, took over only the lock manufacturing operations." The buyer of the tenant-corporation's assets was not in privity of estate with landlord, so as to obligate the buyer to perform obligations of the tenant's lease under Missouri law. Thus the buyer did not "acquire [the tenant's] leasehold by assignment," but rather expressly rejected the tenant's obligations under lease.18
C. Chemical Design19
Cust-O-Fab, Inc. manufactured a gas condenser that Chemical Design, Inc. used as a component in a hydrogen recovery system installed at a Monsanto Chemical Company plant.20 In 1981, the gas condenser exploded, injuring a Monsanto employee who sued Chemical. Chemical settled with the employee and sued Cust-O-Fab. Cust-O-Fab obtained a summary judgment on grounds it was not a continuation of its predecessor.21 The Missouri Court of Appeals agreed that Cust-O-Fab was not liable as a successor corporation under the "product line" or "continuity of enterprise" exceptions. The court recognized other courts had used broader interpretations of the continuation exception to the general rule, equating it to the "product line" rule and the "continuity of enterprise" exception.22 But the court disagreed that "continuation of the corporation" should be literally applied to the continuation of the corporate organization, management, and operations, rather than merely the continuation of the enterprise or the product line."23 Finding that Cust-O-Fab had a separate corporate organization, management, and operations than its predecessor, it ruled Cust-O-Fab "took major steps to dispel the notion that it was merely a continuation of the selling corporation."24
D. Mexico Feed and Seed25
In Mexico Feed, the court held that "[t]he purpose of [the] corporate successor liability . . . was to prevent corporations from evading . . . liability by changes of ownership when there is a [merger or] buy out."26 The court recognized the "mere continuation" theory, emphasizing the identity of officers, directors, and stock between the seller and the purchaser. The court held that it was a legal rather than a factual question whether a corporation is a "substantial continuation" of another. The substantial continuity test focuses on the "identity of stock, stockholders, and officers;" whether the purchaser retained the same employees, name, production facilities, and supervisory personnel; and whether it "produced the same product; maintained a continuity in assets . . . [and] general business operations; and held itself out to the public as a continuation of the previous enterprise." The court held "imposition of successor liability under the 'substantial continuation' test is justified by a showing that . . . the successor" corporation was responsible "in substance, if not in form."27
But the court concluded that the purchaser was not responsible as a "substantial continuation successor." The court found, rather, as "a larger, pre-existing corporation, [it had] bought [the predecessor's] assets in an arm's-length transaction" for "one of its several re-refineries"; it had no knowledge or actual notice of the offending storage tanks; and it had stopped using the offending assets before the sale of the assets.28 The Eighth Circuit specifically noted the court below had not applied the product line exception nor had the government sought its application.29
Corporations are a product of legislative enactment or at least recognition, and states have traditionally enacted capacity statutes defining the period of corporate existence, including the period after dissolution during which the corporation may sue or be sued.30
Liability in situations such as Mexico Feed and Seed might be avoided by evidence of independent evaluations or audits showing that the acquisition of the dissolved subsidiary was the result of arms-length bargaining at a fair price without the acquiring company having knowledge of potential liabilities.31
Less significant decisions include:
E. Sharashe v. Flintkote Co.32
In Harashe v. Flintkote Co., the court held that a company that purchased another company producing asbestos had successor liability. Although the purchase "agreement was delineated as a reorganization through a purchase of assets it [was held to have contained all the indicia] of a de facto merger."
F. East Prairie R-2 Sch. Dist v. United States Gypsum Co.33
In Bozell v. H & R 1871, Inc., the court upheld a finding that the defendant successor corporation was not liable as a mere continuation of a revolver manufacturer. The court concluded that there was no evidence that the defendant came under any of the exceptions established by Missouri case law. "The first exception [did] not apply because the Bill of Sale and bankruptcy court Order specifically excluded all claims of liability. The second exception [did] not apply . . . because the original corporation that entered Chapter 11 [was] still in existence, the [d]efendant corporation [was] not the result of a consolidation or merger between the two companies." The third exception of mere continuation was inapplicable because although both corporations operated in the same industry, both continued to "exist simultaneously and [they] had different products."36
H. Walls by Walls v. Allen Cab Co., Inc.37
In Walls by Walls v. Allen Cab Co., Inc., the court "pierced the corporate veil" and held a parent company liable. There, the parent corporation controlled the subsidiary, violated a statutory duty to provide workers' compensation coverage to an employee, contravened the employee's rights, and caused the employee's widow the loss of compensation benefits.
I. Metropolitan Life Ins. Co. v. Robertson-Ceco Corp.38
The court applied Missouri law to deny successor liability in Metropolitan Life Ins. Co. v. Robertson-Ceco Corp. The court ruled that, although the predecessor corporation survived and certain assets were not purchased, the successor's and predecessor's roles were sufficiently significant so that under the modern trends of product line and continuity of enterprise theories, the successor corporation should be liable. The court found it significant that the successor corporation never purchased any corporate entity that was responsible for the alleged defect.39
None of these cases relied on Missouri Revised Statute Section 351.450(5) (1994), which provides in pertinent part:
When such merger or consolidation has been effected:III. Analysis(5) Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of such corporations shall be impaired by such merger or consolidation.
Despite the contrary results for plaintiffs, both the Eighth Circuit in Sherlock and the Missouri Court of Appeals in Chemical Design rejected the continuity of enterprise exception and product line rule. The court in Chemical Design noted that Missouri courts have been very reluctant to adopt more expansive interpretations of the four traditional exceptions to the general corporate rule of successor liability.40 The reason was that "it is typically somewhat difficult for a Missouri plaintiff to hold a successor corporation accountable for its predecessor's torts."41 Although the product line and continuity of enterprise exceptions to the general corporate rule of successor liability may be regarded "as logical extensions of the rationale underlying the change in products liability cases from the traditional concepts of the law of sales to the relatively recent development of strict liability in tort," Missouri's dedication to strict liability does not afford a sufficient basis for abandoning the general corporate rule of successor liability.42
The four general exceptions to non-corporate liability are often inadequate to protect product liability victims. Unlike the traditional corporate creditor, product liability victims can not secure interests in the transferred assets prior to transfer, make a claim against the acquisition funds at the time of transfer, investigate the risk before approving the transfer and, thus, if agreeable, assume the economic risk. Similarly, the product liability victim lacks the traditional creditor's protections under commercial laws, statutes and codes, those appellate decisions that protect creditors from inadequate consideration, and the trust fund doctrine and related equitable statutory provisions.43
The product line theory maximizes recovery chances for victims. The successor corporation can gauge the risk associated with its corporate purchase and insure or self insure the risk. Following transfer, only the successor corporation can upgrade safety on the product line, add safety devices and provide warnings to the product line. The loss occasioned by defective articles is thus borne by the company positioned to either control the danger or distribute the loss.
The product line rule links the burdens of liability with the benefits of acquiring an ongoing product. A successor corporation can insulate it from the full costs of accidents, such as products liability insurance, escrow agreements, and full or partial indemnification agreements. Since the true worth of a business is the corporate assets minus the corporate liabilities, liability from use of the company's product line, although contingent, should be considered to determine purchase price. The risk of such contingent liabilities can be proportionately spread to reflect the benefit the predecessor's shareholders receive in being relieved of liability and the benefit the successor corporation receives in acquiring an established product line.
After 12 years, the questions that should be asked and their answers considered and balanced in deciding when a successor corporation should be held liable for death or injury caused by a product manufactured by a predecessor remain similar.
In the past 12 years, despite the logic and fairness of such an approach, plaintiffs' counsel have made few inroads in expanding the traditional rules of successor corporate non-liability and specifically the adoption of the product line or continuity of enterprise doctrines in Missouri state and federal courts.44
1 Tim Gammon received his B.A. from Drury College in 1968, his J.D. from St. Louis University in 1974, and his LL.M. from Harvard in 1976. Mr. Gammon practices law with the Springfield firm of Hulston, Jones, Gammon & Marsh.
2 Timothy E. Gammon, Successor Corporations' Liability for Defective Products, 44 Mo. Bar J. 99 (1988), discussing Wallace v. Dorsey Trailers Southeast Inc., 849 F.2d 341 (8th Cir. 1988) Young v. Fulton Ironworks, Co., 709 S.W.2d 927 (Mo. App. S.D. 1986).
3 Douglas Gammon, note 2, at 99, 106-07.
4 See, R. Richmond, Products Liability: Corporate Successors and the Duty to Warn, 45 Baylor L. Rev. 535 (1993) (the most widely used theory in products liability lawsuits today is a failure to warn).
5 Brockmann v. O'Neill, 565 S.W.2d 796, 798 (Mo. App. E.D. 1978); Sherlock v. Quality Control Equip. Co., 79 F.3d 731, 733 (8th Cir. 1996).
6 See Gammon, note 2 pp. 100-01.
7 Id. at 104-06. Ray v. Alad Corp., 560 P.2d 3 (1977); Rawlings v. D.M. Oliver, Inc., 97 Cal. Ct. App. 3d 890 (1979); Hickman v. Thomas C. Thompson, 592 F. Supp. 1282 (D. Cob. 1984); Ramirez v. Amsted Indus., Inc., 431 A.2d 811 (N.J. 1981); Dawejko v. Jorgensen Steel Co., 434 A.2d 106 (Pa. Super. Ct. 1981).
See also Ruiz v. Blentech Corp., 89 F.3d 320 (7th Cir. 1996) (applying California law the court upheld product line liability where: "(1) the plaintiff lacks an adequate remedy against the seller/manufacturer; (2) the purchaser knows about product risks associated" with the continued product, "and (3) the seller transfers good will associated with the product."); Coulter Corp v. Leinert, 869 F. Supp. 732 (E.D. Mo. 1994) (the court held that under Delaware, Illinois, and Florida law, rights and liabilities of merging corporations flowed to the survivor) Brown v. Brown & Williamson Tobacco Corp., 26 F. Supp. 2d 74 (D. D.C. 1998).
But see Johnston v. Amsted Indus., Inc., 830 P.2d 1141 (Colo. Ct. App. 1992); LaSane v. Hillenbrand Industries, Inc., 791 F. Supp. 871 (D. D.C. 1992); National Gypsum Co. v. Continental Brands Corp., 895 F. Supp. 328 (D. Mass. 1995); Harris v. T.I., Inc., 413 S.E.2d 605 (Va. 1992). The Restatement Third, Torts: Products Liability § 12, Comment discuss the "product line exception" as a minority position.
8 Sherlock v. Quality Control Equip. Co., 79 F.3d 731, 732 (8th Cir. 1996).
9 Sherlock, 79 F.3d at 733.
10 Sherlock, 79 F.3d at 733; Brief for Appellant at 8.
11 Sherlock, 79 F.3d at 733.
12 Id. at 734-35.
13 Id., at 735 n.5.
14 Id., at 735.
15 ARE Sikeston Ltd. v. Weslock Nat'l, 120 F.3d 820 (8th Cir. 1997)
16 Id. at 828.
17 Id. at 828-29.
18 Id. at 828-30.
19 Chemical Design, Inc. v. American Standard, Inc., 847 S.W.2d 488, (Mo. App. E.D. 1993).
20 Chemical, 847 S.W.2d at 489.
21 Id. Chemical also sued American Standard, Inc. (Standard), the original designer and manufacturer of a gas condenser, who gave Chemical the plans and specifications subsequently used by Cust-O-Fab to manufacture the gas condenser that exploded. Id. at 489. The Missouri Court of Appeals held that no relationship existed between Standard and the employee who was injured by Cust-O-Fab's manufacturer of the gas condenser. Id. at 490.
22 Chemical, 847 S.W.2d at 489-90, 492.
23 Id. at 491. The third traditional exception to the general rule places liability on a successor corporation "when the purchasing corporation is merely a continuation of the selling corporation." Id.
24 Chemical, 847 S.W.2d at 491-93.
25 United States v. Mexico Feed and Seed Co., Inc., 980 F.2d 478 (8th Cir. 1992).
26 Id. at 487.
27 Id. at 487-89.
28 Id. at 489-90.
29 Id. at 488 n.11.
30 "Missouri's capacity statute . . . allows a dissolved corporation to be sued indefinitely." Jeanette M. Bowers, A Corporation's Potential Liability for Acts of Its Dissolved Missouri Subsidiary Corporation, 53 J. Mo. Bar 145 (1997). See § 351.476(2)(5), RSMo 1994.
31 See generally, Jeanette M. Bowers, A Parent Corporation's Potential Liability for Acts of Its Dissolved Missouri Subsidiary Corporation, 53 J. Mo. Bar 145 (1997); H. Lowell Brown, Successor Corporate Criminal Liability: The Emerging Federal Common Law, 49 Ark. L. Rev. 469 (1996); Carl F. Muller & J. Adam Zangerle, Critical Employment and Environmental Law Issues in the Transfer of a Small Business: An Overview for the General Practitioner, 46 Fed'n Ins. & Corp. Couns. Q. 313 (1996); Note, John S. Boyd Co. v. Boston Gas Co.: Parent-Subsidiary Liability Under CERCLA, 25 U.West L.A. L. Rev. 455 (1994); Note, John S. Boyd Co. v. Boston Gas Co.: An Argument for the Creation of a Uniform Federal Rule Requiring Express Releases of CERCLA Liability in Contractual Arrangements, 5 Vill. Envtl. L.J. 507 (1994); Note, United States v. CDMG Realty Co.: Rejecting CERCLA's Previous Owner Liability for Passive and Active Disposal on Motion for Summary Judgment, 23 N. Ky. L. Rev. 147 (1995).
32 848 S.W.2d 506 (Mo. App. E.D. 1993).
33 813 F. Supp. 1396 (E.D. Mo. 1993).
34 Id.
35 916 F. Supp. 951 (E.D. Mo. 1996).
36 Id. at 953.
37 903 S.W.2d 937 (Mo. App. E.D. 1995).
38 879 F. Supp. 407 (D. Vt. 1995).
39 Id. at 409 n.2.
40 Chemical Design, Inc. v. American Standard, Inc., 847 S.W.2d 488, 491-93 (Mo. App. E.D. 1993).
41 Id. at 492-93; cited in Sherlock, 79 F.3d at 734.
42 Id. at 492.
43 See Robert E. Aylward & Janice S. Aylward, Successor Liability for Defective Products-Misplaced Responsibility, 13 Stetson L. Rev. 555, 583-584 (1984). See generally Joseph Jude Norton, Relationship of Shareholders to Corporate Creditors upon Dissolution: Nature and Implications of the "Trust Fund" Doctrine of Corporate Assets, 30 Bus. Law. 1061 (1975); Adrian P. Schoone, Shareholder Liability upon Voluntary Dissolution of Corporation, 44 Marq. L. Rev. 415 (1961); Theresa A. Nuhn, Continuing Corporate Existence for Post-Dissolution Claims: The Defective Products Dilemma, 13 Pac. L.J. 1227 (1982).
See Model Business Corp. Act Annot. § 105 (2d ed. 1971) (because of statutory time limitations such provisions may be of little benefit to most defective product claimants).
44 For additional recent articles on successor liability see:
F.P. Andes, et al., Minimizing Environmental Liabilities in Winding Down an Operating Subsidiary, 15 E. Minn. L. Inst. 63 (1994).
P.E. Beard, Mass Torts, Future Claims and Successor Liability, 102 Com. L.J. 229 (1997).
P.I. Blumberg, The Continuity of the Enterprise Doctrine: Corporate Successorship in United States Law, 10 Gla. J. Int'l L. 365 (1996).
W.T. Bodoh & M.M. Morgan, Inequality Among Creditors; the Unconstitutional Use of Successor Liability to Create a New Class of Priority Claimants, 4 Am. Bankr. Inst. L. Rev. 325 (1996).
S.R. Borders & R.C. Moore, Purchasing Medicare Provider Agreements in Bankruptcy: The Case Against Successor Liability for Prepetition Overpayments, 24 Cal. Bankr. J. 253 (1998).
S.P. Calley & T.I. Yard, Avoid Buying Trouble: Successor Liability for Products Manufactured Prior to Asset Acquisitions, 67 N.Y. St. B.J. 30 (1995).
R.L. Cupp, Jr., Liability of Successor for Harm Caused by Defective Products Sold Commercially by Predecessor, 8 Kan. J.L. & Pub. Pol'y 113 (1998).
D.R. Ehrich & M.A. Ponto, Insurance Coverage for Corporate Successors Under CERCLA, 7 Envtl. Claims J. (1994).
R.C. Gahagan, Avoiding Superfund Liability Pitfalls Facing Asset Purchasers, 65 Pa. B. Ass'n Q. 105 (1994).
Michael L. Italiano, et al., Environmental Due Diligence During Mergers and Acquisitions, 10 Nat. Resources & Env't 17 (1996).
F.K. Juenger & S.H. Schulman, Assets Sales and Products Liability, 42 Wayne L. Rev. 1811 (1996).
D.R. Kuney, Successor Liability in Sales of a Debtor's Assets: The Problem of the "Mere Continuation" Exception, 6 J. Bankr. L. & Prac. 269 (1997).
Marilyn Klinger & Kenneth C. Ryken, Successor Developers: Untapped Opportunities for Subdivision Bond Sureties, Def. Couns. J. 577 (1995).
J.S. Penne, The Eighth Circuit Recognizes a Successor Corporation's Independent Duty to Warn in Sherlock v. Quality Control Equip. Co. [79 F.3d 731 (8th Cir. 1996)], 30 Creighton L. Rev. 1053 (1997).
Michael H. Reed, Successor Liability and Bankruptcy Sales, 51 Bus. Law. 653 (1996).
Douglas R. Richmond, Products Liability: Corporate Successors and the Duty or Warn, 45 Baylor L. Rev. 535 (1993).
Edward B. Rock & Michael L. Wachter, Labor Law Successorship: A Corporate Law Approach, 92 Mich. L. Rev. 203 (1993).
M.L. Tuchin & M.R. Barash, Protecting the Rights of Claimants That Are Excluded from the Bankruptcy Process: The Survival of Successor Liability and Alternative Means of Recovery, 8 J. Bankr. L. & Prac. 273 (1999).
J.M. Tucker, The Clash of Successor Liability Principles, Reorganization Law, and the Just Demand That Relief Be Afforded Unknown and Unknowable Claimants, 12 Bankr. Dev. J. 1 (1995).
F. Tung, Taking Future Claims Seriously: Future Claims and Successor Liability in Bankruptcy, 49 Case W. Res. L.Rev. (1999).
D.D. Williamson, Future Claims-Seeking Finality and Discharge: An Impossible Dream?, 8 J. Bankr. L. & Prac. 163, (1999).
J.R. Woodrum & W.G. Mott, Allocating Responsibility for Unknown Liabilities in Stock and Asset Transactions: Lessons from the Coal Industry Retiree Health Benefit Act, 17 E. Min. L. Inst. 87 (1997).
Max Zimny, The Contractual Liability of Employers, Their Successors and Assigns, 10 Lab. Law. 73 (1994).
Note, Allocating the Burden of Pleading Successor Corporation Status in Texas Products Liability Cases, 48 Baylor L. Rev. 529 (1996).
Note, An Examination of Successor Liability in the Post-Bankruptcy Context, 22 J. Corp. L. 345 (1997).
Note, Beyond Bud Tire: Examining Corporate Successor Liability in North Carolina, 30 Wake Forest L. Rev. 889 (1995).
Note, De Facto Merger in Texas; Reports of Its Death Have Been Greatly Exaggerated, 2 Tex. Wesleyan L. Rev. 593 (1996).
Note, Leo v. Kerr-McGee Chemical Corp.: Recognizing a Need for Congressional Reform in Toxic Tort Actions, 7 Vill Envtl. L.J. 109 (1996).
Note, Ohio Upholds Traditional Exception to General Rule of Corporate Successor Nonliability, 28 Akron L. Rev. 333 (1995).
Note, Steinbach v. Hubbard: Somebody Call an Ambulance! The Fair Labor Standards Act and the Successor Liability Doctrine Have Been Seriously Injured!, 1996 B.Y.U. L. Rev. 689 (1996).
Note, Successor Liability: The Debate over the Continuity of Enterprise Exception in Ohio is Really No Debate at All, 21 Ohio N.U. L. Rev. 297 (1994).
Note, Successor Liability for Partnerships in Texas: A Comparison Under the Texas Uniform Partnership Act and the Texas Revised Partnership Act, 48 Baylor L. Rev. 1213 (1996).
Note, Torts-Successor Corporations-Defective Products-Can the Law and Policies Which Protect Successor Corporations in Order to Respond Fairly to the Legitimate Interests of the Products Liability Plaintiff?, 22 U. Balt. L. Rev. 147 (1992).
Note, Successor Liability and CERCLA: The Runaway Doctrine of Continuity of Enterprise, 27 Envtl. L. 1373-419 (1997).
Note, Federal Common Law or State Law?: The Ninth Circuit Takes on Successor Liability Under CERCLA in Atchison, Topeka & Santa Fe Railroad Co. v. Brown & Bryant, Inc. [132 F.3d 1295 (9th Cir. 1997)], Vill. Envtl. L.J. 171 (1999).