Superior Court - FIZZANO BROTHERS CONCRETE PRODUCTS, INC. v. XLN, INC., SUCCESSOR IN INTEREST TO SYSTEM DEVELOPMENT GROUP, INC. v. SHORE CONSULTANTS,

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: XLNT SOFTWARE SOLUTIONS, INC. No. 1896 EDA 2007 2009 PA Super 89 Atlantic: 973 A.2d 1016 Filed: 5/15/2009
	Appeal from the Order entered September 14, 2007, Court of Common Pleas, Delaware County Civil Division at No. 01-11752
Before: BENDER, DONOHUE and FREEDBERG, JJ
Opinion by: DONOHUE, J.
Dissenting Opinion by: BENDER, J.
XLNT Software Solutions, Inc. (“XLNT”) appeals from the trial court’s entry of judgment in favor of Appellee Fizzano Brothers Concrete Products, Inc. (“Fizzano”). The trial court applied the de facto merger doctrine to impose successor liability on XLNT for the debts of a company whose assets XLNT purchased. In so ruling, the trial court excepted this asset sale from the general rule that the purchaser of assets is not liable for the debts of the transferor. Since we conclude that the record in this case does not support a finding that the de facto merger doctrine had any application in this case, we reverse the trial court’s order.

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