Mountainview Resort made annual contributions to its employees’ pension fund. During the latest recession, business began to decline. Mountainview’s owners obtained a loan from Investco Bank. Two years later, the resort closed due to poor business. Investco—which was still owed $14 million by Mountainview—instituted foreclosure proceedings. At the foreclosure sale, Investco bought the resort and reopened it under new management with new employees.

As the resort’s new owner, was Investco obligated to pay into the pension fund? No. An acquiring corporation will be held to have assumed the ______________ of the selling corporation when (1) the purchasing corporation expressly or impliedly assumes the seller’s ______________,

(2) the sale is in effect a merger or consolidation of the two companies, (3) the purchaser continues the seller’s business and retains the same ______________, or (4) the sale is entered into fraudulently to avoid liability. Here, Mountainview ceased operations before Investco bought it. Under the new owner, there was a new ______________.

The company was not a continuation of the previous operation.