Starks v. MICHIGAN WELDING SPECIALISTS, INC.

711 N.W.2d 741, 474 Mich. 1103

• Court: Michigan Supreme Court
• Decided: April 7, 2006
• Docket: 130283
• Status: Published

Opinion

711 N.W.2d 741 (2006) 474 Mich. 1103

Charles STARKS, Jr., Plaintiff-Appellant,
v.
MICHIGAN WELDING SPECIALISTS, INC., and August F. Pitonyak, Defendants-Appellees.

Docket No. 130283, COA No. 257127.

Supreme Court of Michigan.

April 7, 2006.

On order of the Court, the application for leave to appeal the November 29, 2005 judgment of the Court of Appeals is considered. We direct the Clerk to schedule oral argument on whether to grant the application or take other peremptory action. MCR 7.302(G)(1). The parties are directed to file supplemental briefs within 56 days of the date of this order addressing: (1) whether defendant is liable to plaintiff under the fifth narrow exception to the traditional rule of a corporation purchaser's nonliability for the purchased corporation's liabilities, when the purchase is accomplished by an exchange of cash for assets — that is, "where the transferee corporation was a mere continuation or reincarnation of the old corporation," Foster v. Cone-Blanchard, 460 Mich. 696, 702, 597 N.W.2d 506 (1999); (2) whether that fifth stated narrow exception discussed in Foster is precluded when there is a tertiary relationship (id., p. 704, 597 N.W.2d 506) between the purchasing entity and the purchased entity; (3) whether the continuity of enterprise doctrine as discussed in Foster has application beyond product liability cases; and if so, (4) the applicability, under the facts of this case, of the continuity of enterprise doctrine.