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DRAVO CORP. v. WHITE CONSOL. INDUS.

February 5, 1985

DRAVO CORPORATION, a Pennsylvania corporation, Plaintiff
v.
WHITE CONSOLIDATED INDUSTRIES, INC., a Delaware corporation, Defendant



The opinion of the court was delivered by: MANSMANN

 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.

 FACTUAL AND PROCEDURAL BACKGROUND

 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 Trademarks 125,000 Computer Programs 75,000 Five-Year Non-Competition Agreement 2,500,000 Accumulated Research Assembled Technical Staff Other Intangible Assets Including Goodwill 306,937 TOTAL $ 8,320,000

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