Please ensure Javascript is enabled for purposes of website accessibility

2010AP344, Briggs & Stratton Power Products Group LLC, v. Generac Power Systems Inc.

By: WISCONSIN LAW JOURNAL STAFF//February 8, 2011//

2010AP344, Briggs & Stratton Power Products Group LLC, v. Generac Power Systems Inc.

By: WISCONSIN LAW JOURNAL STAFF//February 8, 2011//

Listen to this article

Corporations
Asset purchase agreements

Where the defendant only purchased the assets of a division of another corporation, it is not liable for products produced by other divisions of that corporation.

“As relevant to this appeal, the parties agreed the Assumed Liabilities consist only of ‘[a]ll liabilities … of [Generac] related to the Division arising in the ordinary course of business after the Closing Date directly on account of [Generac’s] ownership and operation of the Division prior to the Closing Date.’ The qualifying phrase ‘prior to the Closing Date’ modifies the next preceding phrase ‘directly on account of Seller’s ownership and operation of the Division.’ See Hope Acres, Inc., 27 Wis. 2d at 291. Because the Division did not exist until January 1, 1997, Generac could not have owned or operated the Division before that time. The Closing Date identified in the Agreement is June 30, 1998. Thus the Assumed Liabilities for which Briggs agreed to be responsible must relate to Generac’s ownership or operation of the Division between January 1, 1997 and June 30, 1998. The portable generator involved in the Thompson claim was manufactured in 1992 and sold by Generac several years before the Division existed. Generac did not own the generator when it operated the Division or when it sold all of the Purchased Assets to Briggs.”

Affirmed.

Recommended for publication in the official reports.

2010AP344 Briggs & Stratton Power Products Group, LLC, v. Generac Power Systems, Inc.

Dist. I, Milwaukee County, DiMotto, Pocan, JJ., Kessler, J.

Attorneys: For Appellant: Banaszak, Christopher, Milwaukee; Driscoll, Robert S., Milwaukee; For Respondent: Carlson, Donald H., Milwaukee; Maciolek, J. Timothy, Milwaukee

Full Text

Polls

Should Steven Avery be granted a new evidentiary hearing?

View Results

Loading ... Loading ...

Legal News

See All Legal News

WLJ People

Sea all WLJ People

Opinion Digests