Roger D. Dahl, Inc. v. Sun Microstamping Technologies, a Florida Corp.

MEMORANDUM *

Roger D. Dahl, Inc. appeals the district court’s grant of summary judgment in favor of E.S. Investments, LLC, d/b/a Sun Microstamping Technologies (Sun II). We affirm.

I

Dahl’s argument that Sun II is liable as a corporate successor for the obligations of Sun Microstamping, Inc. (Sun I) on the theory that Sun II is a “mere continuation” of Sun I fails because Dahl did not raise a triable issue as to whether Sun II paid inadequate consideration for Sun I’s assets. Inadequate consideration is an “essential ingredient” to this theory. Katzir’s Floor & Home Design, Inc. v. M-MLS.com, 394 F.3d 1143 , 1150 (9th Cir. 2004). It is undisputed that Fleet National Bank was owed more than the sale price and was functionally the seller; it makes no sense that Fleet would accept inadequate consideration in these circumstances.

II

Dahl’s argument that Sun II is a contract assignee who assumed the obligations of Dahl’s contract with Sun I by *435 accepting the benefits is misplaced. The Asset Purchase Agreement did not include any obligation to Dahl. Sun I had no contractual right against Dahl to continued business with Aurra or Kavlico, so Sun I could not and did not assign any…