Carreiro v. Rhodes Gill and Co., Ltd.

• Decision Date: 13 September 1995
• Docket Number: 95-1239,Nos. 95-1206,s. 95-1206
• Citation: 68 F.3d 1443
• Parties: Prod.Liab.Rep. (CCH) P 14,398 Joao CARREIRO, Individually and as Administrator of the Estate of Teresa V. Carreiro, Plaintiff, Appellant, v. RHODES GILL AND CO., LTD., et al., Defendants, Appellees. Joao CARREIRO, Individually and as Administrator of the Estate of Teresa V. Carreiro, Plaintiff, Appellee, v. RHODES GILL AND CO., LTD., et al., Defendants, Appellees. Main Machinery Company, Defendant, Appellant. . Heard
• Court: U.S. Court of Appeals — First Circuit

Page 1443

68 F.3d 1443

Prod.Liab.Rep. (CCH) P 14,398

Joao CARREIRO, Individually and as Administrator of the Estate of Teresa V. Carreiro, Plaintiff, Appellant, v. RHODES GILL AND CO., LTD., et al., Defendants, Appellees.

Joao CARREIRO, Individually and as Administrator of the Estate of Teresa V. Carreiro, Plaintiff, Appellee, v. RHODES GILL AND CO., LTD., et al., Defendants, Appellees.

Main Machinery Company, Defendant, Appellant.

Nos. 95-1206, 95-1239.

United States Court of Appeals, First Circuit.

Heard Sept. 13, 1995.

Decided Nov. 1, 1995.

Paul A. Epstein, Quincy, MA, with whom Spillane & Epstein was on brief for Joao Carreiro.

Judith A. Perritano, Boston, MA, with whom Joel F. Pierce and Morrison, Mahoney & Miller were on brief for Main Machinery Company and H. Leach Machinery Company.

Robert D. Fine, Providence, RI, with whom Licht & Semonoff was on brief for Barry G. Hittner, Receiver of Rumford Property and Liability Insurance Company.

Jeanne O'Leary McHugh, Boston, MA, with whom Law Offices of Bruce R. Fox was on brief for The Robbins Company.

Before SELYA and STAHL, Circuit Judges, and GORTON, ^* District Judge.

STAHL, Circuit Judge.

These appeals arise from a product liability and wrongful death suit brought by appellant Joao Carreiro, whose wife Teresa was killed while operating a machine press at The Robbins Company ("Robbins"). Carreiro sued Rhodes Gill & Co., Ltd. ("Rhodes"), the English manufacturer of the machine; H. Leach Machinery Company ("Leach"), the dissolved domestic distributor of the machine; Main Machinery Company ("Main"), the alleged successor corporation to Leach; and Rumford Property and Liability Insurance Company ("Rumford") ¹, Leach's insurance carrier. Rhodes failed to answer the complaint and defaulted. The district court granted summary judgment for Leach, holding that it was not amenable to suit because it terminated its corporate existence long before the accident. The court then dismissed Rumford, ruling that there can be no direct action against the insurer of a dissolved corporation under the applicable Rhode Island statute. The court granted summary judgment for Main, finding that it was not the successor to Leach. Carreiro appeals those rulings, which we now affirm. Main impleaded Robbins, who had contractually indemnified Leach when it purchased the press. The district court found that Main was not a successor to Leach and granted summary judgment for Robbins on Main's third-party claim. Because we affirm summary judgment for Main on Carreiro's claim, Main's appeal of the ruling in favor of Robbins is moot.

I. BACKGROUND

A. Overview

In reviewing the several rulings appealed from, we first offer this brief factual overview. On March 7, 1988, Teresa Carreiro was operating a "New Stamp-Matic" machine press while employed at the Robbins Company in Attleboro, Massachusetts. During operations, a piece of a die broke off, penetrated a plexiglass guard and struck Ms. Carreiro in the neck, inflicting a fatal injury.

Rhodes manufactured the allegedly defective "New Stamp-Matic" press in England. Leach, a seller of new and used machine tools and the authorized United States distributor for Rhodes, sold it to Robbins in 1980. In 1980, several members of the Leach family who were shareholders and/or officers of Leach started a new corporation, Main Machinery Co., which continued in the business of selling new and used machine tools, including "New Stamp-Matic" presses manufactured by Rhodes. Subsequently, in 1982, Leach dissolved, a full six years before the accident.

B. Prior Proceedings

In February 1991, Joao Carreiro, individually and as administrator of the estate of Teresa Carreiro, filed a diversity complaint for product liability and wrongful death in the United States District Court for the District of Massachusetts against Rhodes, Leach, Main and Rumford. Main impleaded Robbins as a third-party defendant based on a preexisting indemnification agreement between Leach and Robbins. Rhodes failed to answer the complaint and defaulted. Leach moved to dismiss under Fed.R.Civ.P. 12(b)(2) and 12(b)(6) in April 1991, asserting that it lacked the capacity to be sued because dissolution had terminated its corporate existence. The district court deferred ruling on Leach's motion to dismiss in order to permit discovery by Carreiro on Leach's claimed dissolution. Meanwhile, Rumford filed a Rule 12(b)(6) motion to dismiss contending that, because the dissolved Leach lacked capacity to be sued, Rumford could not be sued under Rhode Island's direct action statute. In March 1992, Leach renewed its motion to dismiss, submitting as support the Rhode Island Secretary of State's certificate averring that Leach had dissolved on March 25, 1982. In April 1992, Rumford renewed its motion to dismiss, again based on Leach's dissolution. In an August 31, 1992, order, the district court, Robert E. Keeton, J., granted Leach's and Rumford's motions to dismiss, ² finding no basis for Carreiro's request for further discovery on Leach's dissolution.

In April 1994, Main moved for summary judgment, claiming that it was not liable as a successor corporation to Leach. Main and Robbins also filed cross-motions for summary judgment on the issue of Robbins' liability to Main based on Robbins' agreement to indemnify Leach. The district court, Richard G. Stearns, J., found that Main was not the successor to Leach and granted summary judgment for Main on Carreiro's claims. In the same order, Judge Stearns granted summary judgment for Robbins on Main's third-party claim, ruling that Main could not benefit from Robbins' contractual obligation to indemnify Leach because Main was not Leach's successor. These appeals ensued.

II. DISCUSSION

Joao Carreiro raises four principal arguments on appeal: (1) genuine factual issues exist as to whether Main is liable as a successor corporation to Leach; (2) the district court erred in not allowing further discovery on whether Leach had been properly dissolved; (3) Rhode Island's two-year survival period for claims against a dissolved corporation does not preclude this tort action against Leach even though the accident occurred six years after its dissolution; and (4) the Rhode Island statute allowing certain direct actions against the insurer of a deceased natural

person applies as well to the insurer of a dissolved corporation. After setting forth the applicable standards of review, we discuss each issue in turn.

A. Standards of Review

1. Summary Judgment for Main, Leach and Robbins

We review a grant of summary judgment de novo, in accordance with our usual standard. See, e.g., Crawford v. Lamantia, 34 F.3d 28, 31 (1st Cir.1994), cert. denied, --- U.S. ----, 115 S.Ct. 1393, 131 L.Ed.2d 244 (1995); Woods v. Friction Materials, Inc., 30 F.3d 255, 259 (1st Cir.1994).

2. Rule 12(b)(6) Dismissal of Rumford

We review a dismissal for failure to state a claim pursuant to Fed.R.Civ.P. 12(b)(6) de novo, accepting all well-pleaded facts as true and drawing all reasonable inferences in favor of the party dismissed. Washington Legal Found. v. Massachusetts Bar Found., 993 F.2d 962, 971 (1st Cir.1993). We will not accept a plaintiff's unsupported conclusions or interpretations of law. Id. We may affirm the district court's order on any independently sufficient grounds. Id.

3. Denial of Discovery Request

The trial judge has broad discretion in ruling on pre-trial management matters. Fusco v. General Motors Corp., 11 F.3d 259, 267 (1st Cir.1994). We review a district court's ruling on a discovery request under Fed.R.Civ.P. 56(f) by a party opposing summary judgment for abuse of that considerable discretion. Price v. General Motors Corp., 931 F.2d 162, 164 (1st Cir.1991).

B. Successor Liability of Main

1. Relevant Facts on the Summary Judgment Record

Viewed most favorably to Carreiro, the facts of record ³ relevant to the successor liability question are as follows. Leach sold the allegedly defective machine press to Robbins, Carreiro's employer, in 1980. Leach, a Rhode Island corporation, was originally owned and operated by Harry Leach and his sons Oscar and Max. After Harry Leach's death, Oscar, Max, and Max's son Bruce were the stockholders of Leach, with Oscar as President and Secretary and Max as Vice-President and Treasurer. Leach sold new, rebuilt, and used machine tools and various other pieces of production and metalworking equipment, some of which it manufactured.

In March 1980, Main was incorporated under Rhode Island law with Max Leach and his three children as stockholders. At incorporation and at the time this action commenced, Oscar Leach was not a stockholder of Main, although he was a director. Its other officers and directors were Max and Bruce Leach. Main's primary business at the time of the accident was the sale of used machine tools and various pieces of production and metalworking equipment. Unlike Leach, it never rebuilt or manufactured machinery. Main is a registered agent of Rhodes and sells the Rhodes "New Stamp-Matic" press, the same press that injured Ms. Carreiro. Thirteen of Main's employees are former employees of Leach. Main and Leach shared the same address from 1980, when Main was incorporated, until 1982, when Leach was dissolved, but Main always had its own telephone number and letterhead. After Leach dissolved, its address was in care of Bruce Leach. In response to a discovery request by Robbins, Main produced certain documents of Leach.

In March 1982, Leach was voluntarily dissolved. All of Leach's inventory and assets were sold, discarded, or otherwise disposed of; none were acquired by or transferred to

Main. Main acquired no shares of Leach stock. Main was never a creditor of Leach, but it may have done service work on some machines sold by Leach.

2. Analysis

Carreiro argues that genuine issues of material fact precluded summary judgment for Main, but Carreiro has pointed to no disputed facts in either his memorandum...