FIZZANO BROS. CONCRETE PRODUCTS v. XLN

No. 29 MAP 2010

42 A.3d 951 (2012)

FIZZANO BROTHERS CONCRETE PRODUCTS, INC. v. XLN, INC., Successor in Interest to System Development Group, Inc. v. Shore Consultants, Ltd., Gregg A. Montgomery, David Binder, and XLNT Software Solutions, Inc. Appeal of Fizzano Brothers Concrete Products, Inc.

Supreme Court of Pennsylvania.

Decided March 26, 2012.


Attorney(s) appearing for the Case

Robert Daniel Ardizzi , Paul A. Bucco , Davis Bucco & Ardizzi, Conshohocken, for Fizzano Brothers Concrete Products, Inc.

John Hartman May , May, Metzger, and Zimmerman, L.L.P., Lancaster, for XLNT Software Solutions, Inc.

BEFORE: CASTILLE, C.J., SAYLOR, EAKIN, BAER, TODD, McCAFFERY, ORIE MELVIN, JJ.


OPINION

Justice McCAFFERY.

At issue in this appeal is a question of corporate successor liability under the de facto merger doctrine or exception. The trial court concluded that XLNT Software Solutions, Inc. ("XLNT") was liable for a judgment owed by XLN, Inc. ("XLN"), pursuant to this exception. XLNT and XLN lacked common shareholders and higher management; however, the corporations each employed the same two key employees in positions of...

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