Hancock v. Shoenle & Philips Police Equipment Co.

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.