Shaw v. Republic Drill Corp.

Decision Date28 January 1987
Docket NumberNo. 86-1610,86-1610
Citation810 F.2d 149
PartiesRichard E. SHAW, Plaintiff-Appellant, v. REPUBLIC DRILL CORPORATION, Defendant-Appellee.
CourtU.S. Court of Appeals — Seventh Circuit

Holland C. Capper, Holland, Capper, Capper, P.C., Chicago, Ill., for plaintiff-appellant.

Hyman K. Bielsky, Matkov, Griffin, Parson, et al., Chicago, Ill., for defendant-appellee.

Before POSNER and COFFEY, Circuit Judges, and PELL, Senior Circuit Judge.

PER CURIAM.

Appellant Richard Shaw, seeking damages on an employment contract, has come to the wrong court. Shaw does not want damages for breach of the employment contract from his former employer. Rather, he seeks damages from the corporation that allegedly bought substantially all of the assets of Republic Drill and Tool Company, his former employer. His case rests on a provision in his employment contract which provides that "in the event that Employer shall sell all or substantially all of [its] assets ... this [a]greement shall be binding upon any such successors." Although Illinois law controls here, Shaw does not refer us to any Illinois cases to support his claim that this provision can be enforced against the purchasing corporation.

Our review of the Illinois case law discloses that the general rule is that a corporation purchasing the assets of another corporation does not assume the liabilities of the selling corporation. See Green v. Firestone Tire & Rubber Co., 122 Ill.App.3d 204, 77 Ill.Dec.2d 591, 460 N.E.2d 895, 898 (2d Dist.1984); Gonzalez v. Rock Wool Engineering, 117 Ill.App.3d 435, 72 Ill.Dec. 917, 453 N.E.2d 792 (1st Dist.1983); Nguyen v. Johnson Machine & Press Corp., 104 Ill.App.3d 1141, 60 Ill.Dec. 866, 433 N.E.2d 1104 (1st Dist.1982); State ex rel. Donahue v. Perkins & Will Architects, Inc., 90 Ill.App.3d 349, 45 Ill.Dec. 696, 413 N.E.2d 29 (1st Dist.1980). Illinois recognizes four exceptions to the general rule but none of these exceptions are applicable here. Shaw asks us to create a fifth exception to the general rule in order to enforce the contract against the purchasing corporation. We decline appellant's invitation to create a fifth exception in Illinois to the general rule of nonliability. In the context of pendent state law claims, we have already indicated our unwillingness to speculate on any trends in state law. See Trembath v. St. Regis Paper Co., 753 F.2d 603, 605 (7th Cir.1985); see also Enis v. Continental Illinois National Bank & Trust...

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45 cases
  • Nelson v. Monroe Regional Medical Center
    • United States
    • U.S. Court of Appeals — Seventh Circuit
    • April 10, 1991
    ...N.W.2d at 536. In deciding this pendent state claim, we are unwilling "to speculate on any trends in state law," Shaw v. Republic Drill Corp., 810 F.2d 149, 150 (7th Cir.1987), that would lead the Wisconsin Supreme Court to expand the narrow exception recognized in LaFleur to cover the fact......
  • Nucap Indus., Inc. v. Robert Bosch LLC
    • United States
    • U.S. District Court — Northern District of Illinois
    • March 31, 2017
    ...a contract does not bind third parties absent some recognized exception to the rule. See, e.g. , Shaw v. Republic Drill Corp. , 810 F.2d 149, 149 (7th Cir. 1987) (per curiam) (treating general rule as the default when affirming decision that plaintiff could not enforce contract against succ......
  • IN RE EASTERN AND SOUTHERN DISTRICTS ASBESTOS LIT.
    • United States
    • U.S. District Court — Eastern District of New York
    • August 30, 1991
    ...how state's highest court would rule) and Weiss v. United States, 787 F.2d 518, 525 (10th Cir.1986) (same) with Shaw v. Republic Drill Corp., 810 F.2d 149, 150 (7th Cir.1987) ("our policy will continue to be one that requires plaintiffs desirous of succeeding on novel state law claims to pr......
  • Combs v. International Ins. Co.
    • United States
    • U.S. Court of Appeals — Sixth Circuit
    • January 6, 2004
    ...his state law claim in federal court. Torres v. Goodyear Tire & Rubber, Inc., 867 F.2d 1234, 1238 (9th Cir.1989); Shaw v. Republic Drill Corp., 810 F.2d 149, 150 (7th Cir.1987). Furthermore, "[w]hen given a choice between an interpretation of [state] law which reasonably restricts liability......
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1 books & journal articles
  • Ascertaining the laws of the several states: positivism and judicial federalism after Erie.
    • United States
    • University of Pennsylvania Law Review Vol. 145 No. 6, June - June 1997
    • June 1, 1997
    ...84 (4th Cir. 1990) (quoting Washington v. Union Carbide Corp., 870 F.2d 957,962 (4th Cir. 1989)). (435) See Shaw v. Republic Drill Corp., 810 F. 2d 149, 150 (7th Cir. 1987) (per curiam) (stating that "[i]n the context of pendent state law claims, we have already indicated our unwillingness ......

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