The Dan J. Sheehan Co. v. Fairlawn on Jones Condominium Ass'n Inc.

The plaintiff was entitled to summary judgment on its successor liability claim based on the corporate continuation doctrine, as the undisputed facts established that the defendants had identical ownership structure, objects, assets, voting members and directors.

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The Dan J. Sheehan Company Sheehan, a renovation and construction company, sued The Fairlawn on Jones Condominium Association, Inc. COA and The Fairlawn on Jones Homeowners’ Association HOA, seeking payment of a judgment Sheehan had obtained against the HOA for its failure to pay for work Sheehan had performed. Sheehan’s complaint alleged three counts: successor liability of the COA based on corporate continuation theory Count 1, successor liability based on fraudulent attempt to avoid liability Count 2, and fraudulent transfer under the Uniform Fraudulent Transfers Act1 UFTA Count 3. Sheehan also sought prejudgment interest, attorney fees, and punitive damages. All parties moved for summary judgment, and the trial court granted summary judgment in favor of the defendants on each count. Sheehan now appeals, contending that the trial court erred because the undisputed facts show that 1 the newly formed COA was a mere continuation of the HOA, 2 the COA’s formation was a fraudulent attempt to avoid the HOA’s liability, and 3 Sheehan is entitled to summary judgment. Because the trial court incorrectly applied the successor liability doctrine, we reverse in part and affirm in part.

Summary judgment is proper when there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law. A de novo standard of review applies to an appeal from a grant of summary judgment, and we view the evidence, and all reasonable conclusions and inferences drawn from it, in the light most favorable to the nonmovant.2

The Dan J. Sheehan Co. v. Fairlawn on Jones Condominium Ass'n Inc.

The plaintiff was entitled to summary judgment on its successor liability claim based on the corporate continuation doctrine, as the undisputed facts established that the defendants had identical ownership structure, objects, assets, voting members and directors.

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