The opinion of the court was delivered by: Bloch, District J.
Presently before the Court is the Motion for Summary Judgment filed by Cyril Bath Company ("Defendant").*fn1 For the reasons set forth in this opinion, Defendant's motion is granted.
Timothy J. Takacs ("Plaintiff") has filed the instant action alleging that Defendant should be held strictly liable and negligent for defects in a product manufactured by Defendant's predecessor in interest. Specifically, Plaintiff alleges that the product-line exception to the general rule of non-liability for successor corporations is applicable to Defendant.
Defendant has filed the present motion seeking summary judgment ("Defendant's Motion") arguing that it is not liable to Plaintiff under any exception to the general rule of non-liability for successor corporations, including the product-line exception.*fn2
This suit originates from injuries suffered by Plaintiff while he was employed at Cleveland/Price, Inc. (CPI). Plaintiff was operating a "press brake", a device used to bend metal, and accidentally engaged the press brake while his left hand was attempting to remove a pin from within the machinery, causing the middle three fingers of his left hand to be amputated. The press brake at issue in this case was manufactured by "The Cyril Bath Company of Cleveland, OH" in 1942, and purchased by CPI from a National Industrial Services auction in 1988.*fn3
Since 1976, the original "The Cyril Bath Company of Cleveland, OH" has undergone numerous business incarnations. In 1976, "The Cyril Bath Company of Cleveland, OH" sold the portion of its business engaged in the manufacture and sale of press brakes, stretch forming machinery, and contract forming services to TCBC Company ("TCBC"), an Ohio Corporation. (Plaintiff's Response to Defendant's Motion ("Plaintiff's Response"), Exhibit 1, at 1). According to the 1976 Purchase Agreement, TCBC only assumed liabilities associated with leases and contracts associated with the business, not products liability claims. Id. at Section 1.02. Significantly, although the 1976 Agreement expressly referenced "press brakes", at no time after this sale were any press brakes manufactured by any successor corporation. The press brake line was discontinued, though the successor corporations did continue other product lines (e.g. stretch forming machinery).
It is unclear what became of the original "The Cyril Bath Company of Cleveland, OH." Even though it sold various businesses to TCBC and the 1976 Purchase Agreement specifically granted TCBC the exclusive right to the name "The Cyril Bath Company," "The Cyril Bath Company of Cleveland, OH" operated a separate business - the manufacturing of Bradbury automotive lifts, which, at the time, it intended to continue operating under a different name. (Plaintiff's Response, at 6 and Ex.1).*fn4
In 1991, the assets of "The Cyril Bath Company" (formerly TCBC) were sold to CB Acquisition Vehicle, Inc. ("CBAV"), a Delaware corporation, with a principal place of business in New York, New York. CBAV likewise obtained the exclusive right from TCBC to use the name "The Cyril Bath Company".
In 2000, ALSTOM, USA, Inc. ("ALSTOM"), a Delaware corporation with a principal place of business in Hawthorne, New York, transferred 100 shares of common stock of its wholly-owned subsidiary, Cyril Bath Pressure Systems, Inc. ("CBPS"), to ACB Pressure Systems, S.A., a French corporation.*fn5
At present, "The Cyril Bath Company" is an Ohio corporation with a principal place of business in Monroe, North Carolina. Additionally, the website for The Cyril Bath Company lists ACB Pressure Systems as a "sistership company" in France.
III. Applicable Legal Standard
Summary judgment is appropriate only "if the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c); see Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247 (1986). "[T]he mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; the requirement is that there be no genuine issue of material fact." Anderson, 477 U.S. at 247-48. The summary judgment standard requires the issue to be genuine, that is, one where a reasonable jury, based on the evidence presented, could return a verdict for the nonmoving party with ...