A corporation that purchases the assets of another will not be liable for the debts of the selling corporation; exceptions - G.R. No. 182331

G.R. No. 182331

"x x x.

Considering that the petitioners have already waived their right to file an action for any of their claims in relation to their employment with Globalbank, the question of whether Metrobank can be held liable for these claims is now academic. However, in order to put to rest any doubt in the petitioners’ minds as to Metrobank’s liabilities, we shall proceed to discuss this issue.         

          We hold that Metrobank cannot be held liable for the petitioners’ claims.

As a rule, a corporation that purchases the assets of another will not be liable for the debts of the selling corporation, provided the former acted in good faith and paid adequate consideration for such assets, except when any of the following circumstances is present: (1) where the purchaser expressly or impliedly agrees to assume the debts; (2) where the transaction amounts to a consolidation or merger of the corporations; (3) where the purchasing corporation is merely a continuation of the selling corporation; and           (4) where the selling corporation fraudulently enters into the transaction to escape liability for those debts.[37]

x x x."