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  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview 
						
                                
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                                1 |) JOHN G. COWPERTHWAITE, CSB# 96375

BENNETT, SAMUELSEN, REYNOLDS & ALLARD ELECTRONICALLY

2 | A Professional Corporation
Attorneys at Law FILED
3 | 1301 Marina Village Parkway, Suite 300 Superior Court of California,
Alameda, Ca 94501-1084 County of San Francisco
4 || Telephone: (510) 444-768:
Facsimile: (510) 444-5849 FEB 22 2013
5 BY: CAROL BALISTRERI
Attorneys for Defendant Deputy Clerk
6 || SLAKEY BROTHERS, INC.
7
8 IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 IN AND FOR THE COUNTY OF SAN FRANCISCO
10 | ROBERT ROSS and JEAN ROSS, NO. CGC-10-275731
ul Plaintiffs,
12 VS.
13 EXHIBIT A
C.C. MOORE & CO., ENGINEERS, et al.,
14 Date: May 10, 2013
Defendants. Time: 9:30 a.m.
1s / Dept. 503
16 Trial Date: June 10, 2013
17
18
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24
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26

BENNETT, SAMUELSEN,
REYNOLI A

A PROFESSIONAL CORP.
TMP MARINA VILLAGE
PARKWAY, SUITE 300

1510) 244.7888,OFFICIAL REPORTS.

2 OTTO BE PUBLISHED

“INTHE COURT OF APPEAL OF THE STATE OF CALIFORNIA” .
FIRST APPELLATE DISTRICT.

“DIVISION FOUR ,

"| ANNAH K. COE,

Plaintiff and Appellany,

(Sea Fpeacisco County:
Super. Ct.No. 948807)

' (San Francisca County”
(Super. Cp. No. 953363)

Defiadant and a Respent

~ plsntt and Appelies ot
Pat Ag6S0RT

AKEV BRO RS INC. Doe +” (Gan Francisco County
LAKEY BROTHERS, INC. | -Supée. Ct. No. 948665)

D efendant and Res adent

005800o. Thomsoe, aad Helea L, Beach

“la consolidated appeals, Anak }

“(2ppellants, appeal fom three judgments enieced in favor of respondent Slakey Brothirs, a

" Inc. “Appellants contend that the lower courts erred in finding that cespondenc Slakey

” Brothers, [nc. (Slakey Brothers #2) is not the succéssor io Stake} Brothers, Inc.,

incorporated in 1946 and formally dissolved in 1963 (Slakey Brothers #1). We affirm the’
judgments. ce : :
. ae L FACT Ss.
- - . , A Corporate History of Staley Brothers

1. “corparation

“2, 195 6 Reorganisation

“Ta 1956, Slekey Brothers #Y fommed i Its four divisions into, four subsidy

: oatons Slakey ‘Brothers Oakland, Ine; Slakey Brothers San Tose, Inc.} Siakey,
* Brothers Sacramento, Ine.; and Slakey] Brothers Modesta, Inc. Each of the four eadier

divisions transferred i ig respective assets (&8 gz. inventory, cash, receivables, velicles) to
‘the respective new subsidiary, which assumed chet store’s comespondiag abilities. As

(pareot corporation, Slakey Brothers #l ietgined various ‘real property and rentl income

fom some of the subsidiaries for reptal of the locations. Each new, subsidiary issued -

‘ack to ‘Slakey Brothers #f { in rium foe receipt ‘af these operating g assets,

gosso1 |”_ Diszolition of. Slekzy Brothers #/
Slekey Brothed 2 el dissolved j in 1963, when its Essets ‘consisted of its noekin} ise
cae , four subsidiaries. “William Slakey’s. family received the stack of the Bay Ares compiles
vand Roger ‘Slakey’ s family received the stock of the Central Valley companies. Slakey :
Brothers Oakland, Inc, received all of the assets and [ liabilities of Slakey Brothers #1.
" By L971, the Bay Arca subsidiaries had gone out of business. In 1972, Roger's
. farily: formed anew corporation, respondent Slake y Brothers #2, into which the two
“Central Valley corporations merged, | : : :
~ . 3 The Under lying Litigation

“Appellaatsé are  sheetmetal workers working primarily i in the Bay Ara and their :

-feaslics In separate suits, the wrockers allege exposure toand nesses fom ‘asbestos:

ontainin prods sold vefore, 1956 i by th the Bay: Area Stores ‘of Slakey: Brothers # #1.
h st : Slekey Brothers. #2 wased ona theory af successor’

2b ily, contending: thar S lakey, Brothers #2 i is he’ direct corporate successor ‘of one-half
ofthe subsidiaries foemed in’ 1956 and, thus, abl le ‘for the pre- 1956 Biles of Slakey : : :
Brothers # aL cegecless of which store medé those sele. Slakey: Bra cher #2 admits that it .

“would be Hable under this theory for sales made, by ite predec#tsor corporaticns, ‘Slakey

‘ Brothers Sacramento, Toc. and Slakey Brothers Modesto, ‘Tne. but opposes 1 the allegation’

+ ofllabiiy for sales made by Slakey Brotiess #1 and/or the Slakey Brothers partrership a
Tr suc CESSOR LIABILITY . ‘

. Overview * .
. The gecteral eile of successor lability i is that a comorgtion purchasing the principal .
“ assets of zaather corporation does act assume the othes" s Lability unless @ there t is an
o express or implied agreement or assulnpdon; @ the censaction smounts toa.
asing corporation is a mere

‘consolidation or merger othe two corporations; G) the purebi

eauduleat
continuation ofthe sell en or (4) the mansfer of aisers 0 the gurcheser is for: the i ,

3d
pipose afescaping lbiley for the elles debts. (hey: ¥. dled { Corp. “(197 77) i9Cal3

‘00580227,28.) Thus, the purchaser of assets and goodwill ofa meni fecturing corporation in aa

arm's : fength transaction is not t liable for product liabilicy claims against the seller. .

manufacturer. : : He Coe .

However, courts recognize an exqeption | to the waditienal rules of « corporate

successor Uabilicy imposing swrict Uabilicy in tort shen three conditions exist, There must

- be a virmal destruction of the injured plaints reniedies against the original © :
-manufacturer caused by the successar’ s acquisition of che business, the successor must

have the ability t to assume the original manufacturer’ 5 wisk- spreading role, anditmustbe |

: » fair to require the successor to assume a responsibility for defective products as a burden --
Aecessarily attached to the Stiginal ‘manufactirer’ s goodwill now cajayed by the |

“suceessor in the contigued aperation of the business. (Ray vy. Alad Carp., supra, 19.

Calad atl, “PAiflips % Cooper Laborataries (1985) ais CslApp 3d 1648, 1655- “1857

n “3 ‘Se wecesi@y Liability among Subsidiaries. :
‘ ‘Appellants allege what Slakey Brothed #2is lle fo. them as successor af $1 akey .

rothers ei To ‘each of the three onderlying cases, he ial courts made substantially
similer Badings. The courts found chat Slakey Brothers # 2 (1)™ ‘is nat the Successor, ta :
[Slakey Brothers #t) nor is it the: successor ta. Slakey Brothers San Jose, Ine, which” : :
. Subsequently merged wth Slakey Brothers Orkland, Ine.; the operaticas of wich were
: suspended i in 1971" and e af the successor to Slakey Brothers Sacremento, Tac. aad’

Slakey Brothers Modesto, The.; but (3) there { is na evidence that appellants were exposed ”

ta products sold by ‘these subsidiaries. On this basis, the tial courts entered judgments it

_ favor oF Slekey Brothers #2. se .
‘The record reveals that the Siekey Brothers Bey Arta subsidiaries ceased

operations, in 1971. Thus, when Slakey | Brothers 82 incorporated i in 1973, it could only

“have succeeded to its existing predecessot ‘corporations -§ lakey Brothers Sacremento,

“Toc! and Slakey Brothers Modesto, Tie., _ Appell: ants contend thet the liabilities ofthe -
in juded chose of the

: ‘Concral Valley corparations ta which si Y ‘Brothers 3 22 succeeded inc

005803defunct Bay Asha = corporations unde eyoint and several Glo pro rata iabilicy théory.

.. disagree,

. Appellants preseat Bo, persuasive authority seppocting (heir joint and Severdlipe-

rata liabilicy contention. However, Slakey. Brothers #2 cites Roman Cathal Archbishop! -
‘yy, Superior Court (1971) 15 ‘Cal App. 3d 405 which addressed an action for damages a
against the Raman Catholic Archbishop of San Francisco, based on an alleged bredch of |
contract by a monk belonging ta a Catholic order i in ‘Switrectend. The souct found so ‘
wiable issue of fact supporting F plaintiff's claim that the “Archbishop of San Francisco was

- the alter ego of the monk's ‘religious érder i in Switzerland, finding no evidence that the

,

. Archbishop cxerted the requisite control of or dominance aver the order. “The ‘alter ego
x isubsidigry’ which it controls, but it:

. theory : makes: 2 ‘parent’ liable for the actions of:

oes not mean that wee a ‘parent dogtels scieral ss sidlaces| each subsiiary tse /

scomes eGle for the actions of all other subsidiarés There i is no respardeat Superior

etween che, “gubaweats ” Wa at 412. yo!
tn his é cake, appellncs pessented no evideaee, and ¢ he record reveals none, hit the

‘Ceara Valley’ Slakey Brothers corporations dominased ercontralled the Bay Aree :
: corporations during their existence (19561971). “AccardiaZly, we agree with. the cial
| COUTTS * conchusions. that te lisbilities oF Slakey: Brothers Sacraimeato, Inc. and Slakey”
4] Beothers Madesto, Inc., to which ‘Slakey Brothers ao succeeded, did nat include those of” rm

the Bay Area corporations which allegedly sold or distributed asbestos-contmining

products, Thus, the tial courts properly rendered judgments in favor of respondent

. Slekey Brothers a4, : I . ae . so

-The judgments are reamed :

"005804 *We concur . oe ~

4065006

“005805