On September 29, 2026, Joel Wertman, a partner in Winget, Spadafora & Schwartzberg, LLP’s Philadelphia, Pennsylvania office, with briefing assistance from Jhamaal Sykes (Philadelphia), secured dismissal with prejudice of all claims against their client, an architect, in the matter of Bozzuto Construction Co. v. Nomad Framing f/k/a All-Tech Construction, Inc., et al., before the Court of Common Pleas of Chester County, Pennsylvania. The Court’s decision is an important adjudication for sophisticated entities engaged in large-scale corporate acquisitions, reaffirming that an acquirer does not inherit the acquired entity’s liabilities simply by virtue of the acquisition.
The plaintiff, a general contractor, sought damages against nearly a dozen defendants arising from alleged improper construction and design of a multi-million dollar luxury residential complex in West Chester, Pennsylvania. Proceeding as assignee of the project owner’s claims, the plaintiff asserted legal theories sounding in breach of contract, indemnification, and professional negligence predicated on WSSLLP’s client being the alleged successor to the project’s architect of record following a corporate transaction. After several rounds of dispositive motion practice brought by multiple parties, the Court dismissed Plaintiff’s claims with prejudice only as to WSSLLP’s client. The Court observed that “[b]ig companies acquire smaller companies all the time without effectively turning into a continuation of the smaller company.”
