## Facts

- Savage Industries, Inc. manufactured a bolt-action rifle that entered commerce through Western Auto Supply Co.
- The rifle ultimately reached an Alaska consumer, Jack Taylor; during use in Alaska, the rifle allegedly discharged unexpectedly and seriously injured Taylor’s son.
- Taylor sued Savage Industries and Western Auto in Alaska for product-related injuries.
- Before the suit, Savage Industries sold substantial assets to Savage Arms, Inc., which continued in the firearms business.
- Western Auto filed a third-party claim against Savage Arms seeking indemnity and/or contribution, alleging Savage Arms was Savage Industries’ successor for product-liability purposes.
- The asset purchase agreement included terms stating that Savage Arms did not assume Savage Industries’ prior liabilities, including product-liability claims.
- The Alaska superior court granted summary judgment to Western Auto on the successor-liability issue; Savage Arms sought interlocutory review.

## Issues

1. Whether Alaska law or another jurisdiction’s law governs successor liability when the injury occurred in Alaska but the asset purchase and corporate connections were centered elsewhere.
2. Whether, under the governing law, an asset purchaser that continued the predecessor’s firearms business could be held liable as a successor for product-liability claims despite contractual non-assumption language.

## Decision

- Alaska law applied because the dispute was treated as a products-liability tort arising from an injury in Alaska, and Alaska had a strong interest in providing a remedy for in-state injuries caused by defective products.
- The superior court’s summary judgment was affirmed; on the undisputed facts, Savage Arms was liable as Savage Industries’ successor for the product-liability claims at issue.
- The contractual non-assumption clause did not bar successor liability as to injured third parties and others not party to the asset purchase agreement.

## Legal Principles

- In conflicts analysis, successor-liability questions tied to product injuries are analyzed as part of the underlying tort claim, not merely as a contract dispute over an asset sale.
- Under Alaska’s interest-based choice-of-law approach, the place of injury and the forum’s products-liability policies can outweigh other states’ interests in regulating internal corporate transactions.
- Corporate successor liability may be imposed on an asset purchaser where undisputed facts show continuity of the predecessor’s enterprise sufficient to serve products-liability policies, including ensuring a responsible entity for injuries caused by products placed into commerce.
- Private non-assumption provisions in an asset purchase agreement do not necessarily extinguish tort-based claims of nonparties under Alaska law and policy.
- Summary judgment is appropriate when the material facts concerning the asset transfer and continuity of the business are undisputed and satisfy the successor-liability standard as a matter of law.

## Conclusion

The Alaska Supreme Court applied Alaska law to a successor-liability dispute arising from an Alaska product injury and held that an asset purchaser continuing the predecessor’s firearms enterprise could be liable as a successor despite contractual disclaimers of assumed liabilities.


Savage Arms, Inc. v. W. Auto Supply Co., 18 P.3d 49 (Alaska 2001)