This matter comes before the Court on Defendant's "Motion to Dismiss Pursuant Rule 12(b) (6), or, Alternately Rule 56 of the Federal Rules of Civil Procedure." For the reasons set forth below, Defendant's Motion is denied.
Plaintiff Dravo Corporation ("Dravo") is a Pennsylvania corporation which prior to 1973 had been engaged in the engineering and construction businesses, with major emphasis on projects in the civil minerals and mining fields. In early 1973, apparently to diversify its interests, Dravo became interested in the chemical and food-processing fields. To this end, it negotiated with Defendant White Consolidated Industries ("White Consolidated"), a Delaware corporation, and eventually purchased the business, technology and assets of two of its second-tier wholly-owned subsidiaries, Blaw-Knox Chemical Plants, Inc. and Blaw-Knox of Canada, Limited. The acquisition became effective on May 1, 1973, the date the agreement ("Acquisition Agreement") was executed.
By the terms of the Acquisition Agreement, Dravo paid White Consolidated a total consideration of $8,320,000. The parties determined the individual assets involved in this transaction to be as follows: n1
Net Current Assets $ 395,063
Machinery and Equipment and
Improvements to Leased Property 572,700
Technical Library 27,300
Drawings and Tracings 3,290,000
Patents and License Agreements 1,028,000
Computer Programs 75,000
Accumulated Research Assembled
Technical Staff Other Intangible
Assets Including Goodwill 306,937
TOTAL $ 8,320,000