Payne v. Saberhagen Holdings, Inc. , 147 Wash. App. 17 ( 2008 )

Grosse, J.

¶1 There are only limited circumstances under which a purchaser of corporate assets acquires a transferor’s liabilities, such as by de facto merger or by continuing the same product line. Here, there are no such circumstances. Viad Corporation’s predecessor, Baldwin-Lima-Hamilton (PA), did not acquire Griscom-Russell’s asbestos-related liabilities when it purchased GriscomRussell’s parent company, Hamilton Thomas, in 1962. Harold, and Elizabeth Payne have failed to present evidence of continuity of ownership of the merged company, required for finding a de facto merger, and failed to present evidence of sales made after the purchase, indicating the continuation of the same product lines. We reverse the trial court.

FACTS

¶2 In a personal injury suit, Harold Payne alleges he was exposed to asbestos used in conjunction with evaporators and fuel oil heaters manufactured by Griscom-Russell Corporation (GR) while serving in the United States Navy as a boiler operator and technician from 1952 to 1981. In August 2005, he was diagnosed with mesothelioma, an invariably fatal cancer closely linked with prior asbestos exposure. Harold Payne and his wife, Elizabeth Payne (hereinafter Payne), Oregon residents, filed a personal injury suit in King County Superior Court on November 1, 2005 against numerous defendants, including Viad Corporation.

¶3 Payne sued Viad as the corporate successor-in-interest to GR. Viad is incorporated in Delaware and its business transactions are widespread. During the 1950s and early 1960s, GR manufactured marine engineering products, including fuel oil heaters and evaporators used for desalinization of seawater onboard naval vessels. These GR products were in use on approximately half of United States Navy vessels at one point while Payne served. While not dangerous or defective as sold, proper usage of these GR products required insulation and the United States Navy used asbestos to this end. This court has already held that Viad, if GR’s successor, may potentially be held strictly liable for failure to warn of inherent dangers when its product required the use of another product and the two together caused a release of a hazardous substance, asbestos.¹ Harold Payne contends he was exposed to asbestos during routine maintenance on GR equipment onboard naval vessels at sea and does not assign his exposure to any specific incident(s), leaving the location of the purported injury unknown.

¶4 Viad denies that it is GR’s corporate successor and thus responsible for any of GR’s asbestos-related liabilities. Viad alternatively defends by arguing that GR neither owed nor breached a duty to warn Payne and denies that asbestos, used in conjunction with GR products, substantially contributed to Payne’s mesothelioma. The first issue of Viad’s liability as corporate successor to GR was severed for trial and is the only issue we address on appeal.

¶5 Prior to trial, Viad moved to apply the law of Delaware to the issue of Viad’s successor liability. Payne objected and the trial court reserved its decision regarding the applicable law pending the conclusion of trial. At trial, the parties presented competing evidence, much of it circumstantial, regarding the disputed events of 1962 and 1965. Only two witnesses testified: one in-person² and the other through videotaped perpetuation deposition testimony.³ After a four day bench trial, the trial court ruled against Viad, finding it responsible for any GR asbestos-related liabilities as GR’s corporate successor or through its continuation of the pertinent GR product lines. Finding Viad’s corporate predecessor acquired any GR asbestos-related liabilities in 1962 through de facto merger or, alternatively, under the product line exception and having retained any such liabilities during the contested events of 1965, the trial court entered partial final judgment against Viad on successor liability on July 31, 2006.⁴ Viad appeals.

ANALYSIS

¶6 While the chain of companies and transactions connecting GR to Viad is complicated, only two transactions are germane to determining Viad’s successor liability visa-vis GR and Payne’s claims sounding in tort. First, in 1962, Baldwin-Lima-Hamilton (BLHPA), a Pennsylvania corporation, Viad’s corporate predecessor, purchased a 93.4 percent interest in GR’s parent company, Hamilton Thomas. The trial court found that BLHPA acquired GR’s asbestos-related liabilities in a de facto merger through its purchase and its subsequent actions consolidating and exercising control over Hamilton Thomas’ wholly owned subsidiary, GR. BLHPA was found to have substantively acquired GR in its entirety as opposed to merely purchasing its assets. Alternatively, the trial court determined BLHPA acquired GR’s asbestos-related liabilities in 1962 under application of Pennsylvania law’s product line exception to the general rule of nonliability for corporate successors. The court held that BLHPA continued GR’s product lines pertinent to Payne’s claims after its asset purchase.

¶7 Secondly, the court held that in 1965, by statutory merger, BLHPA passed any liabilities it had acquired from GR in 1962 (under either theory of liability) to Armour & Company. Further, the trial court found Viad’s position that any such liabilities were immediately transferred to a separate tax free entity, Baldwin-Lima-Hamilton, a Delaware corporation (BLHDE), after the 1965 merger between BLHPA and Armour & Company unpersuasive. Viad is corporate successor to Armour & Company but not to BLHDE. Therefore, Viad was held liable for any GR liabilities acquired by BLHPA in 1962.

1962 De Facto Merger

¶8 Because Washington, Delaware, and Pennsylvania law are in accord with regard to the well settled general principles of corporate law governing statutory and de facto mergers, the trial court’s application of Washington law was proper.⁵

¶9 The general rule is that there is no corporate successor liability. Thus, where a company sells its assets to another company, the purchaser is not liable for the debts and liabilities of the selling company, including those arising out of the seller’s tortious conduct.⁶There are four traditional narrow exceptions to this general rule:

(1) the successor expressly or impliedly assumes the obligations of the predecessor, (2) the transaction is a de facto merger,

(3) the successor is a mere continuation of the predecessor, or

(4) the transaction is a fraudulent effort to avoid liabilities of the predecessor.[⁷]

The only traditional exception the trial court found applicable to the events in 1962 is that of de facto merger between BLHPA and GR. A merger or consolidation occurs when there is a union between two or more corporations that results in either the absorption of one by the other or the creation of a new corporation. After a merger, whether statutory or de facto, the surviving company is responsible for the merged (or subsumed) company’s liabilities.⁸ De facto merger is a judicial framework for analyzing the substance of a transaction over its form.⁹ A court considers four factors in a de facto merger analysis: (1) continuity of the business (including personnel and management, physical location, operating, and use of brand names), (2) continuity of ownership, (3) seller’s existence ceasing as soon as legally and practically possibly, and (4) if the purchaser expressly or impliedly assumes the seller’s obligations.¹⁰ Not all four elements must be present to find an asset purchase constitutes a de facto merger. Nonetheless, continuity of ownership has repeatedly been held essential. ¹¹

¶10 In Uni-Com Northwest, Ltd. v. Argus Publishing Co., this court observed that a de facto merger “only occurs when the consideration flowing to the selling corporation is shares of the purchasing corporation’s stock, as opposed to cash.”¹² In Fox v. Sunmaster Products, Inc., we summarized:

Generally, a de facto merger is found where a seller corporation continues its business existence as an absorbed part of the buyer and the seller’s shareholders or officers continue their interest in the business after the dissolution of the selling corporate entity. Usually the seller’s shareholders acquire shares in the purchaser corporation in exchange for their stock, rather than selling for cash. The rationale behind imposing liability on the purchaser when shares rather than cash is given for the purchase is that the seller’s stockholders retain an ownership interest in the continued business operations.[¹³]

¶11 Here, BLHPA purchased 93.4 percent of GR’s parent company (Hamilton Thomas) for cash in January 1962. There is simply no evidence whatsoever showing that GR shareholders or owners ever received BLHPA stock. Payne’s reliance on Atlas Tool Co. v. Commissioner¹⁴ for the proposition that continuity of stock ownership is not required in order to find an asset purchase constitutes a de facto merger is misplaced. In Atlas, the same person owned all controlling stock of both the transferor (the company allegedly subsumed by de facto merger) and the purchasing (or surviving) company.

¶12 Payne bears the burden of demonstrating that there was a statutory or de facto merger in 1962 as opposed to an asset or stock purchase for cash. While a merger transfers GR’s debts and liabilities to BLHPA, a purchase of assets for cash does not. Some evidence, however indirect or circumstantial, must have been presented by Payne to support the trial court’s finding that there was continuity of ownership in its de facto merger analysis. Mere speculation or conjecture will not sustain a finding.¹⁵ Here, there is no evidence to support the finding of a de facto merger. The trial court found the continuity of ownership element satisfied by finding the management of GR and ownership by BLHPA of GR’s voting stock after the time of BLHPA’s January 1962 purchase of GR’s parent company, Hamilton Thomas, through the time of GR’s dissolution in April 1962 did not change. But, continuity of ownership in the merged company (here, purportedly GR) must also be present prior to the asset purchase in order to find a de facto merger that would transfer GR liabilities to BLHPA, whereas a mere asset purchase for cash would not.

¶13 Because an absence of evidence demonstrating continuity of ownership in the merged company bars finding a de facto merger between BLHPA and GR, we do not address the sufficiency of evidence supporting the other three factors a court considers in a de facto analysis. GR’s asbestos-related liabilities were not transferred to BLHPA in 1962 via de facto merger.

1962 Product Line Exception

¶14 The trial court applied Pennsylvania law to the events in 1962 when it held Viad potentially liable under the product line exception to the general rule of successor nonliability. Viad argues that Delaware, which has not adopted the product line exception, is the law that should be applied.

¶15 In resolving conflict of law tort questions, Washington follows the Restatement (Second) Conflict of Law’s most significant relationship with the occurrence and the parties rule.¹⁶ The contacts typically considered in a tort conflict of law analysis include:

(a) the place where the injury occurred,

(b) the place where the conduct causing the injury occurred,

(c) the domicil, residence, nationality, place of incorporation and place of business of the parties, and

(d) the place where the relationship, if any, between the parties is centered.[¹⁷]

Application of the most significant relationship rule is twofold. A. court must first evaluate the contacts with each potential state and then, only if evenly balanced, will a court “evaluate] . . . the interests and public policies of the concerned states to determine which state has the greater interest in determination of the particular issue.”¹⁸ Furthermore, contacts are not merely counted, but rather their significance and where they are found are considered.¹⁹

¶16 Notably, no potentially interested state (whether Delaware, Washington, Pennsylvania, Oregon, or even Ohio) has particularly strong contacts with the occurrence or the events pertinent to Payne’s products liability claim. There is no actual relationship between Viad and Payne except for this litigation. Payne is a resident of Oregon. Hamilton Thomas, GR’s parent company, was an Ohio company. GR manufactured the pertinent product lines in Ohio before their purported transfer to BLHPA’s manufacturing site in Eddystone, Pennsylvania. There are similarly few contacts with the state of Washington beyond its being the forum state for this litigation. Delaware’s contacts are limited to the incorporation and dissolution of GR and are of little relevance to the occurrence giving rise to Payne’s claims.

¶17 To determine which law applies, we focus on the contacts that are pertinent to Payne’s products liability claim.²⁰ Here, Payne alleges he was exposed to asbestos used in conjunction with GR products while serving on various naval vessels. Pennsylvania has several contacts that are as significant to Payne’s allegations in relation to his products liability claims against Viad vis-á-vis GR. BLHPA was a Pennsylvania company. The manufacturing site where in 1962 at least some of GR’s manufacturing equipment, personnel, and technology relating to the manufacture of marine distilling units and oil fuel heaters at issue was located in Pennsylvania. These factors support the trial court’s determination that Pennsylvania law applies for the product line exception.

¶18 The intermediate appellate court of Pennsylvania adopted the product line exception or doctrine in Dawejko v. Jorgensen Steel Co., holding that a successor corporation may be liable for defects in products if it continues to manufacture the same product as its predecessor.²¹ Pennsylvania’s Supreme Court, its highest court, has not yet addressed this doctrine. However, the doctrine has been applied by Pennsylvania trial courts, intermediate courts, and federal courts sitting in diversity.²² Washington’s Supreme Court adopted the product line exception in Martin v. Abbott Laboratories, finding a successor manufacturer could be liable under market share theory of liability for claims arising from DES (diethylstilbestrol) exposure after it purchased a manufacturing business and continued output of the same line of products.²³

¶19 Under the product line exception, a purchasing corporation is strictly liable for injuries caused by defects in the same product line, even if previously manufactured and distributed by its predecessor.²⁴ This additional exception to the four traditional exceptions to the general rule of nonliability for a purchasing successor is unique to product liability claims. Unlike de facto merger, this doctrine requires no continuity of ownership.²⁵

¶20 The Dawejko court reasoned the general rule of successor nonliability may lead to unjust results in strict tort liability claims, frustrating the purpose or social policies underlying strict tort liability for manufacturers of defective products.²⁶ Such liability is meant “ ‘to insure that the costs of injuries resulting from defective products are borne by the manufacturers that put such products on the market rather than by the injured persons who are powerless to protect themselves’ ” and to spread the cost of compensating such persons throughout society.²⁷ While in Dawejko, the Superior Court of Pennsylvania adopted the New Jersey Supreme Court’s broad and flexible formulation of the product line exception in Ramirez v. Amsted Industries, Inc.,²⁸ the court later clarified in Hill v. Trailmobile, Inc.²⁹ that the three factors enunciated by the California Supreme Court in Ray v. Alad Corp ³⁰ are requisite to finding the product line exception applicable. The three Ray factors now required to extend liability to a successor manufacturer under Pennsylvania law are

“(1) the virtual destruction of the plaintiff’s remedies against the original manufacturer caused by the successor’s acquisition of the business, (2) the successor’s ability to assume the original manufacturer’s risk-spreading r[o]le, and (3) the fairness of requiring the successor to assume a responsibility for defective products that was a burden necessarily attached to the original manufacturer’s good will being employed by the successor in the continued operation of the business.”[³¹]

¶21 In Burnside v. Abbott Laboratories, Pennsylvania declined to apply the product line exception to a successor that no longer manufactured or distributed the product a plaintiff claimed caused their injuries.³² Application of product line exception is limited, as explained by the Martin court:

This narrowly drawn rule strikes a fair balance among the competing considerations of products liability and corporate acquisitions. Imposition of liability is properly based on the successor’s receipt of a benefit from the predecessor’s product line. The benefit of being able to take over a going concern manufacturing a specific product line is necessarily burdened with potential products liability linked to the product line. This standard allows the parties to a transfer to consider potential products liability and in fairness to the competing considerations still leaves some claimants uncompensated and some forms of transfer immune.[³³]

¶22 A successor corporation presumably has a greater ability to spread risk among future consumers of the same product while simultaneously benefiting by assuming the old corporation’s goodwill and thus it is fair that the successor should be held liable for harms associated with those products.³⁴ Here, however, Payne failed to present any evidence that Viad’s predecessor, BLHPA, continued to manufacture and sell the same product at all or the same naval evaporators or fuel oil heaters alleged to have caused Payne’s injuries. Payne has failed to present any evidence from which a court could infer that BLHPA actually manufactured or sold a single shipboard evaporator or fuel oil heater after its purchase of GR’s parent company, Hamilton Thomas, in 1962. Moreover, BLHPA’s ability and desire to continue the pertinent product lines, even when evidenced by contemporaneous documents including advertisements and annual reports, does not prove that BLHPA actually continued these product lines. We have yet to find a case, whether from Pennsylvania or any other jurisdiction, where liabilities were transferred to a successor under this exception to the general rule of nonliability for corporate successors when it is unclear whether or not the successor even continued the same product line.³⁵ Absent proof of sales of the same product, even of just one unit, liability cannot be extended to a successor under this exception.³⁶ To hold otherwise would be an extension of the product line exception well beyond its past application under Pennsylvania law.

¶23 Purchasing the capability or rights to continue a particular product line alone does not pass the seller’s liabilities to a successor manufacturer. Such a sale fails to satisfy the second prong of the Ray test: that a successor company assumes the original manufacturer’s risk spreading role. All three elements of the Ray test must be satisfied in order to find a successor manufacturer liable under Pennsylvania law’s product line exception. And it is only through sales of the continued product(s) that the successor assumes such a role. In Jacobs v. Lakewood Aircraft Service, Inc., the Eastern District Court of Pennsylvania found that when a successor had “a different plant, manufacturing equipment, inventories, personnel, management, and sales representatives” and “no work in progress, finished goods, or raw materials” were directly transferred, the acquisition did not give the purchaser “ ‘the opportunity formerly enjoyed’ by the [seller] to pass on to its customers the costs of meeting the risks of manufacturing defects.”³⁷ At oral argument, Payne’s counsel could not point to any evidence of actual sales and when pressed on that point, counsel responded that they wished they could. This defect in proof is fatal. The very “rationale underlying the product line exception, [is] that liability remains with the entity still deriving income from manufacturing the product line from which the injury arose” and thus “the risk of injury may be spread over the purchasers of units within that product line.”³⁸ Absent any proof of sales, as a matter of law, BLHPA cannot be found to have assumed the original manufacturer’s ability to spread risk and therefore held liable under the product line exception for any injuries arising from contact with GR manufactured products.

¶24 While a dearth of evidence regarding actual sales of the pertinent GR marine engineering products after BLHPA’s purchase of Hamilton Thomas is important to our decision, this is not the only reason for our holding the product line exception inapplicable. We also find that Payne has failed to meet its burden satisfying the third prong of the Ray test: that regarding goodwill.

¶25 The product line exception extends a seller’s liabilities to a successor manufacturer only where it is fair to do so and the third prong of the Ray test addresses this factor. “ ‘[T]he fairness of requiring the successor to assume a responsibility for defective products that was a burden necessarily attached to the original manufacturer’s good will being enjoyed by the successor in the continued operation of the business.’ ”³⁹ To impose liability, the successor must have received the benefits from the predecessor’s product line or its goodwill. Profits from sales is only one such benefit, though not an insignificant one.

¶26 Despite some contemporaneous documentary evidence, including advertisements and annual statements demonstrating that BLHPA acquired the expertise and technological capabilities of GR, the finding that BLHPA benefited from the goodwill of GR after its 1962 cash purchase is not supported by substantial evidence. As the dissent points out, BLHPA may have benefited from GR’s reputation and brand name, its personnel’s knowledge and expertise, and even manufacturing equipment.⁴⁰ But goodwill, in this context, requires more. To hold otherwise would eviscerate the general rule of successor nonliability. If so held, the product line exception would entirely subsume the general and virtually universal rule of corporate successor liability: that a purchaser of another’s assets does not acquire its liabilities by virtue of its purchase alone.

¶27 Generally, courts have found the third prong of the Ray test satisfied only where the successor holds itself out as a continuation of the seller.⁴¹ In determining whether fairness required successor liability because it was “ ‘a burden [that had] necessarily attached to the original manufacturer’s good will’ ” and was now “ ‘employed by the successor in the continued operation of the business' ”⁴² the Eastern District Court of Pennsylvania in Amader v. Pittsburgh Corning Corp. found a successor liable under the product line exception where the purchaser advertised itself as the ongoing enterprise of the seller, maintained the same product name, personnel, property (manufacturing site and equipment), and “apparently many of the same clients.”⁴³ The Amader court specifically noted that the successor undertook to manufacture “the same product in the same fashion” as had the predecessor.⁴⁴ This is simply not the case here. There is no proof that BLHPA ever actually manufactured or sold any of the same fuel oil heaters or naval evaporators alleged to have caused Payne’s injuries. Nor did BLHPA continue GR’s business operations generally, holding itself out as a continuation of the same enterprise. Rather, as described in BLHPA’s 1961 annual report, GR’s products were described as “complementing] the product lines already manufactured by BLH.” GR’s Massillon, Ohio, plant was closed shortly after BLHPA’s purchase of Hamilton Thomas in 1962 and a disputed portion of its manufacturing equipment and operations were transferred to BLHPA’s already existing Eddystone, Pennsylvania, manufacturing facilities. Over 800 GR employees lost their jobs after the purchase and only a few personnel were retained by BLHPA. There is no evidence that BLHPA ever held itself out to its customers or shareholders as a continuation of GR; rather, it stressed how its own expertise and capabilities had been enhanced through its acquisition. GR’s asbestos-related liabilities did not transfer to BLHPA after the latter’s purchase in 1962.

1965 Statutory Merger and BLHPA Transfer

¶28 Because we find that BLHPA did not acquire GR’s asbestos-related liabilities in 1962 by either de facto merger or through continuing its pertinent product lines, we need not reach the disputed events of 1965. Since Viad’s corporate predecessor, BLHPA, was never responsible for GR’s asbestos-related liabilities, the events of 1965 are immaterial to Viad’s successor liability.

Attorney Fees

¶29 Viad seeks attorney fees on appeal under Washington’s long-arm statute.⁴⁵ Such an award is discretionary and is limited to the amount necessary to compensate a foreign defendant for the added costs of litigating in Washington.⁴⁶ We award Viad attorney fees under RAP 18.1 only to the extent necessary to compensate it for any additional costs of litigating in Washington. It may be the case that this amounts to zero.

¶30 For the above reasons, we reverse the trial court.

Coleman, J. Pro Tem., concurs.

1 Simonetta v. Viad Corp., 137 Wn. App. 15, 25, 151 P.3d 1019 (2007).

2 Peter J. Novak is former in-house counsel for Greyhound Corporation (Viad’s predecessor) and temporary head counsel of Greyhound’s (subsequently dissolved) subsidiary, Baldwin-Lima-Hamilton (DE).

3 Henry Rentschler, a former manager of Baldwin-Lima-Hamilton (PA)’s Eddystone, Pennsylvania plant, was unable to travel and testify in-person due to poor health.

4 Payne’s personal injury suit (Payne v. Saberhagen Holdings, Inc., No. 05-2--35924-2 (King County Super. Ct., Wash.)) is stayed pending this appeal.

5 Burnside v. Simpson Paper Co., 123 Wn.2d 93, 103, 864 P.2d 937 (1994) (“An actual conflict between the law of Washington and the law of another state must be shown to exist before Washington courts will engage in a conflict of law analysis.”); see also Rice v. Dow Chem. Co., 124 Wn.2d 205, 210, 875 P.2d 1213 (1994). Virtually every jurisdiction in the United States applies the same four factors to determine whether a de facto merger has occurred. See Fenderson v. Athey Prods. Corp., Kolman Div., 220 Ill. App. 3d 832, 835, 581 N.E.2d 288, 163 Ill. Dec. 337 (1991).

6 See 15 William Meade Fletcher, Fletcher Cyclopedia of the Law of Private Corporations § 7122 (perm ed. rev. vol. 1999); Hall v. Armstrong Cork, Inc., 103 Wn.2d 258, 261-62, 692 P.2d 787 (1984).

7 Martin v. Abbott Labs., 102 Wn.2d 581, 619, 689 P.2d 368 (1984); see also 15 Fletcher, supra, at § 7124.20; Cashar v. Redford, 28 Wn. App. 394, 396, 624 P.2d 194 (1981); Ramirez v. Amsted Indus., Inc., 86 N.J. 332, 341, 431 A.2d 811 (1981) (noting that “[sjtrict interpretation of the traditional corporate law approach leads to a narrow application of the exceptions to nonliability’).

8 15 Fletcher, supra, § 7041; In re Acushnet River & New Bedford Harbor, 712 F. Supp. 1010, 1015 (D. Mass. 1989).

9 Eagle Pac. Ins. Co. v. Christensen Motor Yacht Corp., 135 Wn.2d 894, 902, 906-10, 959 P.2d 1052 (1998).

10 See generally Uni-Com Nw., Ltd. v. Argus Publ’g Co., 47 Wn. App. 787, 737 P.2d 304, review denied, 108 Wn.2d 1032 (1987).

11 Cashar, 28 Wn. App. at 398 (noting a de facto merger “can only be found when the consideration given to the selling corporation for its assets is shares of the purchasing corporation’s stock, rather than cash”).

12 47 Wn. App. 787, 802, 737 P.2d 304, review denied, 108 Wn.2d 1032 (1987).

13 63 Wn. App. 561, 570, 821 P.2d 502 (1991).

14 614 F.2d 860 (3d Cir. 1980).

15 Johnson v. Aluminum, Precision Prods., Inc., 135 Wn. App. 204, 208-09, 143 P.3d 876 (2006).

16 Johnson v. Spider Staging Corp., 87 Wn.2d 577, 580, 555 P.2d 997 (1976).

17 Johnson, 87 Wn.2d at 580 (quoting Restatement (Second) Conflict of Laws § 145(2)).

18 Zenaida-Garcia v. Recovery Sys. Tech., Inc., 128 Wn. App. 256, 260-61, 115 P.3d 1017 (2005).

19 Johnson, 87 Wn.2d at 580-81.

20 Martin v. Humbert Constr., Inc., 114 Wn. App. 823, 61 P.3d 1196 (2003).

21 290 Pa. Super. 15, 434 A.2d 106 (1981).

22 E.g., Simmers v. Am. Cyanamid Corp., 394 Pa. Super. 464, 576 A.2d 376 (1990); Dillman v. Indiana Rolls, Inc., 67 Pa. D. & C.4th 294 (2004); Hill v. Trailmobile, Inc., 412 Pa. Super. 320, 603 A.2d 602 (1992); Conway v. White Trucks, Div. of White Motor Corp., 885 F.2d 90 (3d Cir. 1989); Keselyak v. Reach All, Inc., 443 Pa. Super. 71, 660 A.2d 1350 (1995); Amader v. Pittsburgh Corning Corp., 546 F. Supp. 1033 (E.D. Pa. 1982).

23 102 Wn.2d 581, 689 P.2d 368 (1984).

24 See generally Dawejko, 290 Pa. Super. 15; Ramirez, 86 N. J. 332; Conway, 885 F.2d 90; Martin, 102 Wn.2d 581.

25 See Ramirez, 86 N.J. at 345.

26 Dawejko, 290 Pa. Super. at 19.

27 Dawejko, 290 Pa. Super. at 22 (internal quotation marks omitted) (quoting Ray v. Alad Corp., 19 Cal. 3d 22, 30, 560 P.2d 3, 136 Cal. Rptr. 574 (1977)).

28 86 N.J. 332, 358, 431 A.2d 811 (1981).

29 412 Pa. Super. 320, 603 A.2d 602 (1992).

30 19 Cal. 3d 22, 30-31, 560 P.2d 3, 136 Cal. Rptr. 574 (1977).

31 Hill, 412 Pa. Super. at 328 (quoting Dawejko, 290 Pa. Super. at 22 (quoting Ray, 19 Cal. 3d at 30)); see also Keselyak, 443 Pa. Super. at 77.

32 351 Pa. Super. 264, 505 A.2d 973 (1985).

33 Martin, 102 Wn.2d at 616.

34 George v. Parke-Davis, 107 Wn.2d 584, 733 P.2d 507 (1987).

35 See, e.g., In re Thorotrast Cases, 26 Phila. Co. Rptr. 479, 497-98 (Pa. Com. Pl. 1994) (discussing level of activity in the manufacture, sale, and distribution of a product a successor must engage in before they may be held liable under the product line exception).

36 See George, 107 Wn.2d at 590.

37 512 F. Supp. 176, 183-84 (E.D. Pa. 1981) (citation omitted) (quoting Ray, 19 Cal. 3d at 33).

38 Morales v. Crompton & Knowles Corp., 888 F. Supp. 682, 687-88 (E.D. Pa. 1995).

39 Dawejko, 290 Pa. Super. at 22-23 (quoting Ray, 19 Cal. 3d at 30).

40 The nature and extent of manufacturing equipment actually transported from GR’s Massillon, Ohio site and used at BLHPA’s manufacturing facilities in Eddystone, Pennsylvania remains subject to factual dispute.

41 E.g., Martin, 102 Wn.2d 581; Ramirez, 86 N.J. 332.

42 Hill, 412 Pa. Super. at 328 (emphasis added) (quoting Dawejko, 290 Pa. Super. at 22 (quoting Ray, 19 Cal. 3d at 30)).

43 546 F. Supp. 1033, 1036 (E.D. Pa. 1982).

44 Amader, 546 F. Supp. at 1036.

45 See ROW 4.28.185(5).

46 Scott Fetzer Co. v. Weeks, 114 Wn.2d 109, 120-21, 786 P.2d 265 (1990).