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Ludwig carried on a machine shop business for many years under the name Ludwig's Machine Shop. On advice from his accountant, he transferred the shop

Ludwig carried on a machine shop business for many years under the name Ludwig's Machine Shop. On advice from his accountant, he transferred the shop and all of its equipment to a corporation that he incorporated with himself as the sole shareholder. As payment for the shop and equipment, the corporation issued Ludwig 10,000 common shares, and a debenture in the amount of $250,000. The corporation carried on the business as Ludwig's Machine Shop Ltd., with Ludwig as the corporation's president. The large advertising sign on the front of the shop, however, was not changed, and continued to read: Ludwig's Machine Shop. Ludwig continued to operate the business as he had done prior to incorporation, and did not inform his customers or suppliers of the change of ownership of the business. Business invoices nevertheless were issued in the corporation's name and all correspondence was on corporation letterhead. Several years later, the corporation experienced a loss of business to new competitors, and was soon in financial difficulty. When the corporation found that it could no longer carry on profitably, the corporation ceased operations. Business assets were liquidated for the amount of $175,000. Ludwig, who held the $250,000 debenture, claimed payment in priority over the creditors' claims of $100,000. The creditors claimed priority of payment over Ludwig on the basis that they were unaware of the change of ownership. Discuss the issues raised in this case, and how the dispute might be resolved.

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