USA DeBusk entered into an asset purchase agreement (“APA”) with Wrap It Up Construction (WIU). Pursuant to the APA, DeBusk purchased substantially all of WIU’s assets, including WIU’s name and the goodwill associated with it, and then stepped into WIU’s shoes employing its employees and performing work for its customers, in what amounted to a de facto merger. At that time, DeBusk had noticed that WIU was not making its required contributions to an Allied Workers Local No. 46 Annuity Fund. DeBusk claimed that it was not subject to “successor liability.” When DeBusk determined the price it would pay under the asset purchase agreement, it did not take account of any prior liabilities of WIU. DeBusk claimed that it was never told that WIU owed unpaid amounts to the Annuity Fund and that it never received actual notice of any debt owed by WIU to the fund. The Annuity Fund countered that, although there was no evidence of direct knowledge, constructive knowledge was sufficient to establish successor liability. After all, DeBusk “knew that they were acquiring a unionized company” and therefore had to be aware of the obligations they were taking on when they acquired WIU. Was constructive notice enough?