No Successor Liability for Delinquent Taxes in Asset Purchase

The Texas Court of Appeals recently ruled, in Spring Branch Independent School District, et al. v. Southwest Precision Printers, L.P. that the taxpayer was not liable as a successor for delinquent personal property taxes of the entity.  The decision turned on whether or not taxpayer had acquired the business (i.e. business name, goodwill, etc.) or merely certain assets (i.e. “asset purchase”).  In this case, the definition of purchased assets, as expressed in the purchase agreement, did not include the entity’s name or goodwill. 

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