Robbins v. Physicians for Women's Health, LLC

Summary

The court held that the plaintiff’s perpetual covenant not to sue the predecessor corporation extinguished any remaining liability that could be transferred to the defendants under the mere continuation theory of successor liability. Because successor liability is derivative and cannot exceed the predecessor’s liability, the covenant barred the plaintiff’s action against the defendants as a matter of law. The court reversed the Appellate Court and directed it to affirm the trial court’s summary judgment for the defendants.