Robbins v. Physicians for Women's Health, LLC, 311 Conn. 707

Plaintiff Lisa Robbins, administratrix of her son’s estate, sued Shoreline and others for medical malpractice arising from care at Lawrence and Memorial Hospital; Shoreline was sold to defendants about nine months after the events.
In 2008, after settlement with some defendants, Robbins executed covenants not to sue Shoreline and its nurse, Burke-Howes, with Shoreline tendering policy limits; Levine and Burke-Howes settled, leaving Physicians for Women’s Health, LLC and Women’s Health USA, Inc. as remaining defendants.
Defendants moved for summary judgment in 2008 and again in 2009 arguing the covenant foreclosed successor liability; the trial court denied the first motion but granted the second.
The Appellate Court reversed in part, holding that successor liability could be imposed despite the covenant and remanding for whether Shoreline remained a viable source of recovery.
The Supreme Court granted certiorari to decide whether a covenant not to sue a corporate tortfeasor forecloses successor liability against a purchaser of the corporate assets as a legal matter.
The Court held that a covenant not to sue Shoreline terminates Shoreline’s liability and, therefore, forecloses any successor liability against the defendants under the mere continuation theory; the Appellate Court’s reversal was improper and the trial court’s judgment should be affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Does a covenant not to sue foreclose successor liability as a matter of law?	Robbins argues covenant preserves claims against successors.	Defendants contend covenant extinguishes Shoreline’s liability and thus bars successor liability.	Yes; covenant forecloses successor liability.
Is successor liability available when a covenant not to sue is in place against the predecessor?	Robbins relies on continuation or other theories to reach defendants.	Defendants rely on the covenant terminating Shoreline’s liability, preventing successor liability.	No; covenant terminates liability and bars successor liability; mere continuation theory does not bypass it.

Chamlink Corp. v. Merritt Extruder Corp., 96 Conn. App. 183 (2006) (Connecticut Appellate Court discusses successor liability limits)
LiButti v. United States, 178 F.3d 124 (2d Cir. 1999) (federal successor liability principles cited)
Golden State Bottling Co. v. National Labor Relations Board, 414 U.S. 168 (Supreme Court 1973) (four exceptions to corporate nonliability; continuation theories discussed)
Bridgeport-City Trust Co. v. Hirsch, 119 Conn. 586 (1935) (early Connecticut treatment of liability and releases/surrenders)
Dwy v. Connecticut Co., 89 Conn. 74 (1915) (joint tortfeasor concepts and related liability principles)