There is a "mere continuation" exception to the rule against successor liability on a contract claim. While no one factor is dispositive, courts determining whether a successor corporation is a mere continuation of its predecessor have considered whether: (1) all or substantially all assets are transferred to the successor corporation; (2) the predecessor corporation has been effectively extinguished following the transaction; (3) the successor has assumed an identical or nearly identical name; (4) the successor has retained one or more of the same corporate officers, directors, and/or employees; and (5) the successor has continued the same business.
Avamer 57 Fee LLC v. Hunter Boot USA LLC, NY Slip Op 04607 (1st Dep't August 7, 2025)
