MCI Telecommunications Corporation v. Southwest Certified Publishing, Inc., A/K/A Neighborhood Periodical

79 F.3d 1153 NOTICE: Ninth Circuit Rule 36-3 provides that dispositions other than opinions or orders designated for publication are not precedential and should not be cited except when relevant under the doctrines of law of the case, res judicata, or collateral estoppel. MCI TELECOMMUNICATIONS CORPORATION, Plaintiff-Appellant, v. SOUTHWEST CERTIFIED PUBLISHING, INC., a/k/a Neighborhood Periodical, et al. Defendant-Appellee. Nos. 94-15901, 94-16283. United States Court of Appeals, Ninth Circuit. Argued and Submitted Nov. 16, 1995. Decided March 19, 1996. Before: NORRIS, BEEZER and TROTT, Circuit Judges. 1 MEMORANDUM * 2 We agree with the district court and hold that, under Arizona law, a new corporation will not be liable for its predecessor's debts unless the new corporation pays inadequate consideration for the old corporation's assets. A.R. Teeters & Assoc. v. Eastman Kodak, 836 P.2d 1034, 1039 (Ariz.App.1992). Our holding is not affected by Carpenters Health & Welfare Trust v. Sanders because Sanders concerns the interpretation of successor liability under federal law, not Arizona law. 781 P.2d 594, 596 (Ariz.1989). 3 The key issue, therefore, is whether the $300…