Bruce Martin v. Powermatic, Inc.; Jet Equipment and Tools, Inc.

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
___________
No. 08-2745
___________
BRUCE MARTIN,
Appellant
v.
POWERMATIC, INC.; JET EQUIPMENT AND TOOLS, INC.
___________
On Appeal from the District Court of the Virgin Islands
(D.C. Civil No. 1-01-cv-00137)
District Judge: The Honorable Harvey Bartle, III
___________
Submitted Under Third Circuit LAR 34.1(a)
December 3, 2009
Before: McKEE, FUENTES, and NYGAARD, Circuit Judges.
(Filed December 30, 2009 )
___________
OPINION OF THE COURT
___________
NYGAARD, Circuit Judge.

-- 1 of 3 --

2
Because our opinion is wholly without precedential value, and because the parties
and the District Court are familiar with its operative facts, we offer only an abbreviated
recitation to explain why we will affirm the order of the District Court.
Martin sustained severe injuries to his left hand while operating a saw at his place
of employment. The saw was at least fifty years old and had been sold by the original
buyer to the previous owner of the company that employed Martin. The saw did not have
a safety guard on the blade. Martin claims that the condition of the saw caused his
injuries, making Powermatic Corporation strictly liable, negligent for failure to warn, or
in breach of an express warranty or implied warranty of merchantability.
Generally, the sale or transfer of assets from one company to another is not a legal
basis for asserting successor liability against the purchaser for the torts of the transferor.
Polius v. Clark Equipment Co., 802 F.2d 75, 77 (3d Cir. 1986). The District Court
correctly concluded that ownership of the assets of the Powermatic Division was
transferred to JET Equipment and Tools, Inc. through an asset purchase agreement with
DeVlieg-Bullard, Inc., during the time that DeVlieg-Bulliard was in the midst of
reorganization under Chapter 11 of the Bankruptcy Code. Moreover, we agree that there
is no record evidence that Powermatic fell within any of the exceptions to the general rule
of successor nonliability that we describe in Polius. The asset purchase agreement
expressly disclaimed all product liability claims against the Powermatic Division of

-- 2 of 3 --

3
DeVlieg-Buillard, Inc., for products sold before the closing date of the agreement. We
also agree that the evidence does not support a de facto merger finding.
With respect to the implied warranty claims, Martin essentially challenges JET’s
argument before the District Court that an implied warranty claim cannot be raised where
strict liability is not actionable. However, the District Court’s decision was not based
upon this legal argument. Instead, the District Court dismissed this claim on the basis that
implied warranties were expressly and conspicuously excluded in the operating
instructions manual of the machine in question. Martin’s appeal does not dispute this.
For this reason, we must conclude that the District Court properly dismissed this claim.

-- 3 of 3 --