New Nello Operating Co., LLC v. COMPRESSAIR

── New Nello Operating Co., LLC v. COMPRESSAIR ── Case No.: 20S-CC-00578 Court: Indiana Supreme Court Date: April 22, 2021 Author: Justice Geoffrey Slaughter County of Origin: St. Joseph Category: Civil Decision: Reversed and Remanded In a typical asset purchase, the buyer acquires the seller’s assets but not its liabilities. The general rule is not absolute, however, and this case turns on two exceptions. The first exception arises when the acquisition of assets amounts to a de facto merger; the second, when the buyer is a mere continuation of the seller. If either exception applies, the buyer is on the hook for all the seller’s liabilities. We hold that continuity of ownership between two companies is necessary for either exception to apply.