more than an interest in the new enterprise. No such interest was retained by Moyer's widow, who received cash from the sale. This argument also ignores the conditional language of this section, which appears to bring a transaction within its purview only if there was an express assumption of liabilities. In fact, whether or not the transaction was exempt under § 103(7) is irrelevant, since it is doubtful that the Bulk Sales Act applies to the sale of assets from an estate, given the fact that the estate's creditors have already been given notice and have had the opportunity to present their claims through the probate process.
Plaintiff contends that the sale of assets from Moyer's estate was an "inter-family, inter-employee" transaction, and that in such situations an assumption of liability can be implied. Plaintiff had offered no authority in support of this argument, nor can we find any. While it is possible that an entirely intra-family transfer might be seen as, in effect, no transfer at all, it is doubtful that this perspective could be carried over to the situation where the relative is only one of four buyers.
Plaintiff faces the same vacuum of authority in connection with his contention that defendant Hahn assumed Moyer's liabilities by "continuing" his business. Courts dealing with assumption of liabilities in the sale of corporate assets context have not found that the present situation, involving common name and function, some common assets, and some common personnel, is enough to make one business a continuation of another. Lopata v. Bemis Company, Inc., 383 F. Supp. 342 (E.D. Pa. 1974); National Dairy Products Corp. v. Borden Company, 363 F. Supp. 978 (E.D. Wisc. 1973). While these cases involve corporate sales and thus do not control the present situation, they are an indication of the degree of congruity necessary to make one business the continuation of another.
Since it has been determined that Hahn did not assume Moyer's liabilities, Hahn Machinery Company and Power Press Specialists cannot have assumed them, since it was only through Hahn that they could be considered successors in interest to Moyer. However, plaintiff has stated a cause of action against these two defendants for their own negligent acts. (Plaintiff's Complaint, para. 60). While these defendants' status as successors in interest to Moyer might be read as the basis for plaintiff's allegations against them, we cannot conclusively state that plaintiff has failed to state a claim of negligence against defendants Hahn Machinery Company, and Power Press Specialists completely apart from their alleged role as Moyer's successors.
AND NOW, to wit, this 25th day of March, 1975, the motion of defendants Louis C. Hahn, Hahn Machinery Corporation, and Power Press Specialists for summary judgment is hereby GRANTED as to defendant Louis C. Hahn, and DENIED as to defendants Hahn Machinery Corporation and Power Press Specialists.
Judgment is hereby entered on behalf of defendant Louis C. Hahn and against plaintiff in the above captioned matter.
AND IT IS SO ORDERED.
Clarence C. Newcomer, J.