Roger D. Dahl, Inc. v. Sun Microstamping Technologies, a Florida Corp.
Roger D. Dahl, Inc. v. Sun Microstamping Technologies, a Florida Corp.
Opinion of the Court
MEMORANDUM
Roger D. Dahl, Inc. appeals the district court’s grant of summary judgment in favor of E.S. Investments, LLC, d/b/a Sun Microstamping Technologies (Sun II). We affirm.
I
Dahl’s argument that Sun II is liable as a corporate successor for the obligations of Sun Microstamping, Inc. (Sun I) on the theory that Sun II is a “mere continuation” of Sun I fails because Dahl did not raise a triable issue as to whether Sun II paid inadequate consideration for Sun I’s assets. Inadequate consideration is an “essential ingredient” to this theory. Katzir’s Floor & Home Design, Inc. v. M-MLS.com, 394 F.3d 1143, 1150 (9th Cir. 2004). It is undisputed that Fleet National Bank was owed more than the sale price and was functionally the seller; it makes no sense that Fleet would accept inadequate consideration in these circumstances.
II
Dahl’s argument that Sun II is a contract assignee who assumed the obligations of Dahl’s contract with Sun I by
Ill
Finally, Dahl’s theory of unjust enrichment would eviscerate the rule that asset purchasers ordinarily do not assume the seller’s liabilities. There is no authority for doing so.
AFFIRMED.
This disposition is not appropriate for publication and is not precedent except as provided by 9th Cir. R. 36-3.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.