Hancock v. Shoenle & Philips Police Equipment Co.

Alexandria County Circuit Court

Hancock v. Shoenle & Philips Police Equipment Co.

16 Va. Cir. 398, 1989 Va. Cir. LEXIS 146

CourtAlexandria County Circuit Court

DecidedSeptember 7, 1989

DocketCase No. (Law) 12887

StatusPublished

This text of 16 Va. Cir. 398 (Hancock v. Shoenle & Philips Police Equipment Co.) is published on Counsel Stack Legal Research, covering Alexandria County Circuit Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Hancock v. Shoenle & Philips Police Equipment Co., 16 Va. Cir. 398, 1989 Va. Cir. LEXIS 146 (Va. Super. Ct. 1989).

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Opinion

By JUDGE DONALD H. KENT

In his First Amended Motion for Judgment, plaintiff seeks damages from the individual and corporate defendants as the result of their alleged negligent sale of a firearm to the plaintiff’s decedent. Plaintiff alleges that the sale of the firearm was made by the individual defendant and that subsequently the individual company was merged into the corporate defendant. The corporate defendant demurred on the ground that there can be no liability imposed upon a corporation when the corporation merges with a sole proprietorship and there is a pre-existing liability due to plaintiff.

It is true that liability passes when there is a stock merger of two corporations and the surviving corporation is entitled to all of the assets and liabilities of the former corporations. However, the Court can find no authority which passes individual liability to a corporation when the corporation acquires a sole proprietorship.

The demurrer is sustained.

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By JUDGE DONALD H. KENT

In his First Amended Motion for Judgment, plaintiff seeks damages from the individual and corporate defendants as the result of their alleged negligent sale of a firearm to the plaintiff’s decedent. Plaintiff alleges that the sale of the firearm was made by the individual defendant and that subsequently the individual company was merged into the corporate defendant. The corporate defendant demurred on the ground that there can be no liability imposed upon a corporation when the corporation merges with a sole proprietorship and there is a pre-existing liability due to plaintiff.

It is true that liability passes when there is a stock merger of two corporations and the surviving corporation is entitled to all of the assets and liabilities of the former corporations. However, the Court can find no authority which passes individual liability to a corporation when the corporation acquires a sole proprietorship.

The demurrer is sustained.

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Bluebook (online)

16 Va. Cir. 398, 1989 Va. Cir. LEXIS 146, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hancock-v-shoenle-philips-police-equipment-co-vaccalexandria-1989.