MALINE v. Advanced Absorber Products, Inc., Defendant-Appellant. (1999)

Supreme Court, Appellate Division, Fourth Department, New York.

Joseph MALINE and Susan Maline, Plaintiffs-Respondents, v. CITY OF UTICA, et al., Defendants, Advanced Absorber Products, Inc., Defendant-Appellant.

Decided: December 30, 1999

PRESENT: GREEN, J.P., LAWTON, PIGOTT, JR., SCUDDER and CALLAHAN, JJ.

Gary J. O'Donnell, Rochester, for Defendant-Appellant. Robert F. Julian, Utica, for Plaintiffs-Respondents.

Supreme Court erred in denying the motion of defendant Advanced Absorber Products, Inc. (AAP) to dismiss the complaint against it. AAP established that in 1982 it merged with defendant Keene Corporation (Keene). As a result of the merger, Keene became the owner of all real and personal property (see, Business Corporation Law § 906[b][2] ) and assumed all its “liabilities, obligations and penalties” (Business Corporation Law § 906[b][3] ). Consequently, any cause of action that plaintiffs could assert against AAP must be asserted against Keene.

Order unanimously reversed on the law without costs, motion granted and complaint against defendant Advanced Absorber Products, Inc. dismissed.

MEMORANDUM:

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