Can I Still Be Bound By a Contract of a Former Company I owned?
Full Question:
Answer:
The contract terms will determine whether the contract is binding on you or not. For example, you will have to honor the contract if it contains a successor clause similar to the following:
“The rights and obligations of the parties to this agreement will be binding on, and will be of benefit to, each of the parties’ successors, assigns, heirs and estates.”
or
"This agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, executors, heirs, administrators, successors and assigns"
In that case, you may be able to negotiate with the lessees to terminate the contract. We suggest you read the lease terms carefully to determine your rights and obligations in regard to terminating the contract, as well as those of the other party.
Some courts apply a broad definition of successors in interest, namely the "substantial continuity of operations test." The standard corporate law definition from Black’s Law Dictionary is:
In order to be a "successor in interest", a party must
continue to retain the same rights as original owner
without change in ownership and there must be change
in form only and not in substance, and transferee is not a
"successor in interest." ... In case of corporations, the
term ordinarily indicates statutory succession as, for
instance, when corporation changes its name but retains
same property.