Dozer, Inc. is a closely-held corporation incorporated in a state that has adopted the Model Business Corporation Act. Prior to 2012, Dozers business was organized into two divisions; neither was separately incorporated. The manufacturing division manufactured and sold bulldozers. The servicing division repaired and serviced bulldozers and other heavy machinery, including machines manufactured by companies other than Dozer. The manufacturing division accounted for 95% of Dozers assets and 85% of its net income. The servicing division accounted for the remaining 5% of Dozers assets and 15% of its net income.

On January 15, 2012, Dozer sold all of the manufacturing division assets, including its manufacturing plant, to Buyer Corporation, a wholly owned subsidiary of Parent Corporation created just for the transaction. Both Buyer and Parent are also incorporated in MBCA states. The consideration for the sale was Parent stock. As required by the sales agreement, Dozer distributed all of the Parent stock to its shareholders in a special dividend immediately after the sale closed.

Pursuant to the sales agreement, Buyer also agreed

• to assume all contractual liabilities associated with Dozers manufacturing business that existed at the time of the merger;
• to hire all of Dozers manufacturing employees and pay them the same compensation paid by Dozer;
• to hire Dozers CEO and CFO, but not any other Dozer officers, as officers of Buyer; and
• toaddfourofDozerssevendirectorstoBuyersfive-personboardofdirectors.Afterthesale,BuyercontinuedtomanufacturebulldozersundertheDozername.PlaintiffCorporationisacompanythatboughtabulldozerfromDozeronFebruary1,2011,roughlyayearbeforethesaletoBuyer.OnMarch1,2013,thebulldozersengineoverheatedandexploded,resultinginsubstantialdamagestoPlaintiff,itsemployees,andtheconstructionprojectonwhichthebulldozerwasbeingused.ItisuncontrovertedthatDozerisliableintortforPlaintiffsdamages.However,Dozersassetsareinsufficienttopaytheclaim.
• DiscussBuyerspotentialliabilitytoPlaintiff. 100 words please