Cyr v. B. Offen & Co.: Liability of Business Transferees for Product Injuries

The development of the law of products liability since MacPherson v. Buick Motor Co. has extended liability without fault to wholesalers, retailers, lessors, bailors, and trademark licensors. But the liability of a transferee of business assets for claims arising from the transferor's products after the change in business ownership has never been clearly established. Although commercial creditors generally have been unable to reach the transferee's assets, recent cases have pointed to additional factors that may distinguish products liability plaintiffs from commercial creditors. The liability question is especially important where the transferor, a seller of consumer goods, has dissolved prior to the injury. In Cyr v. B. Offen & Co., the First Circuit Court of Appeals considered both the traditional rules of transferee responsibility to creditors of the transferor and the general principles of strict tort liability for products injuries in an attempt to resolve this problem. The court imposed liability upon the transferee, finding that this result of the traditional business-creditor rules was supported by the general principles of products liability theory. This Note examines the application of business-creditor rules to products liability cases, marking out the points at which the existing commercial precedents may conflict with the theory of products liability. It suggests that standards for transferee liability should be derived directly from the principles of products theory without regard to the traditional business-creditor rules.