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Class v. American Roller Die Corp.6/12/1996
MINIMAN, J.S.C.
The parties to this action entered into an agreement with Plaintiff Ramon Class (Class) pursuant to which three defendants paid Class a total of $875,000. Pursuant to that agreement, defendants remaining in this action when plaintiff's claims were settled retained their right to a judicial determination of their liability as alleged seriatim successors to the original manufacturer whose product injured plaintiff, as well as their rights and obligations inter sese under various asset purchase agreements and otherwise. Because the facts relevant to liability are undisputed, defendants seek a determination of these issues prior to the presentation of any evidence relating to damages for breach of any asset purchase agreement. The court finds that based on their status seriatim product-line successors have a right inter sese to common law indemnification, pursuant to which the burden of responding in damages to an injured consumer is to be borne equally.
On November 10, 1988, Class was injured while working at Haydon Corporation (Haydon) on a punch press manufactured in 1954, by American Roller Die Corporation (Ardcor). Ardcor no longer existed at the time of plaintiff's accident, having sold all of its assets of every kind and description to defendant Lee Wilson Engineering Company, Inc. (Wilson) on April 1, 1963, except for certain listed assets not relevant here. Ardcor went out of business shortly thereafter. Wilson agreed to pay $684,814.64 for the transferred assets - $247,999 for machinery, equipment, airplane, furniture, fixtures and other depreciable property; $411,814.68 for inventory; $15,000 for patents; and $10,000 for good will, trademarks, trade names, brands, labels, copyrights and the exclusive right to use the Ardcor name. The purchase price was paid in part pursuant to § 3.1 by the assumption of all trade accounts payable and other obligations, including salaries, wages, commissions, bonuses and vacation or holiday pay, all as specifically shown on Exhibit A to the Purchase Agreement, and the balance in cash pursuant to § 3.2. In addition, Wilson agreed in § 4 to assume certain other obligations, including performance of all Ardcor contractual obligations not rendered prior to April 1, 1963.
Ardcor and Wilson addressed risk spreading and cost avoidance in the Purchase Agreement. In § 3.1 they provided:
It is expressly agreed that all liabilities not specifically referred to in this Section 3.1 or in Section 4 shall not be assumed by Wilson but shall be paid by Ardcor. Ardcor agrees to indemnify Wilson and save it harmless from any and all claims asserted against Wilson or any of the assets purchased hereunder by reason of any such liabilities to be paid by Ardcor ....
After the closing Wilson continued the production of the Ardcor product line. In October 1968, Wilson sold its Ardcor and Seco Divisions to defendant P&F;Industries, Inc. (P&F;. Pursuant to the October 1968 purchase agreement, P&F;acquired the remaining assets of the Ardcor and Seco Divisions of Wilson, including inventory and tube mills located at the Ardcor plant, jigs, fixtures, patterns, engineering drawings, bills of material and files related to the Ardcor and Seco product lines, patents and patent applications relating thereto, and the Ardcor and Seco trade names. The purchase price was $412,500 payable by certified check. Wilson agreed not to compete with the Ardcor or Seco product lines for a period of five years.
The parties to this agreement, too, addressed risk spreading and cost allocation, providing in § 12 as follows:
It is understood and agreed that the total purchase price to be paid by [P&F; her
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