Bankers Trust Co. v. H. Hentz & Co.

New York Supreme Court

Bankers Trust Co. v. H. Hentz & Co.

82 Misc. 2d 873, 372 N.Y.S.2d 797, 1975 N.Y. Misc. LEXIS 2829

CourtNew York Supreme Court

DecidedJuly 17, 1975

StatusPublished

Cited by1 cases

This text of 82 Misc. 2d 873 (Bankers Trust Co. v. H. Hentz & Co.) is published on Counsel Stack Legal Research, covering New York Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Bankers Trust Co. v. H. Hentz & Co., 82 Misc. 2d 873, 372 N.Y.S.2d 797, 1975 N.Y. Misc. LEXIS 2829 (N.Y. Super. Ct. 1975).

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Opinion

George Starke, J.

Motion to dismiss the complaint pursuant to CPLR 3211 (subd [a], par 7) and CPLR 3211 (subd [a], par 1) as against Shearson Hayden is disposed of as follows:

The July 25, 1973 purchase agreement between Shearson Hayden and H. Hentz & Company provides for the assumption of liabilities specifically set forth and described therein (If 2.2). Admittedly none of the claims asserted herein which arose five years prior to the execution of said agreement by Bankers Trust fall into the categories of liability assumed therein.

Further, the indemnity provision whereby Hentz indemnifies Hayden for liabilities not assumed (ff 2.3) on its face does not demonstrate that Shearson Hayden assumed all of the liabilities of Hentz, but rather is indicative of the opposite. It is clear, that such a limited agreement for the purchase of assets and assumptions of liability may be so limited. (Lopata v Bemis Co., 383 F Supp 342; Shane v Hobam, Inc., 332 F Supp 526; Copease Mfg. Co. v Cormac Photocopy Corp., 242 F Supp 993.) Accordingly, the motion is granted.

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George Starke, J.

Motion to dismiss the complaint pursuant to CPLR 3211 (subd [a], par 7) and CPLR 3211 (subd [a], par 1) as against Shearson Hayden is disposed of as follows:

The July 25, 1973 purchase agreement between Shearson Hayden and H. Hentz & Company provides for the assumption of liabilities specifically set forth and described therein (If 2.2). Admittedly none of the claims asserted herein which arose five years prior to the execution of said agreement by Bankers Trust fall into the categories of liability assumed therein.

Further, the indemnity provision whereby Hentz indemnifies Hayden for liabilities not assumed (ff 2.3) on its face does not demonstrate that Shearson Hayden assumed all of the liabilities of Hentz, but rather is indicative of the opposite. It is clear, that such a limited agreement for the purchase of assets and assumptions of liability may be so limited. (Lopata v Bemis Co., 383 F Supp 342; Shane v Hobam, Inc., 332 F Supp 526; Copease Mfg. Co. v Cormac Photocopy Corp., 242 F Supp 993.) Accordingly, the motion is granted.

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Bluebook (online)

82 Misc. 2d 873, 372 N.Y.S.2d 797, 1975 N.Y. Misc. LEXIS 2829, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bankers-trust-co-v-h-hentz-co-nysupct-1975.

Opinion

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