In the case of Ramlall v. Mobile Pro Corp., the court would need to determine whether CloseCall (DE) is considered a successor corporation and whether it is liable to Ramlall for the "bonus fee."
To establish whether CloseCall (DE) is a successor corporation, the court would evaluate the legal and factual circumstances surrounding the merger between CloseCall (MD) and MVCC Acquisition Corp. Specifically, the court would examine whether there was a transfer of assets, liabilities, and/or control from CloseCall (MD) to CloseCall (DE). If it is determined that CloseCall (DE) assumed the obligations and liabilities of CloseCall (MD) as part of the merger, then it could be considered a successor corporation.
Additionally, the court would review the language and intent of the merger agreement between CloseCall (MD) and MVCC, specifically referencing the 10 percent bonus due on the Verizon billing dispute. If the agreement explicitly states that CloseCall (DE) assumes and agrees to fulfill the obligations of CloseCall (MD), it could strengthen the argument that CloseCall (DE) is liable to Ramlall for the "bonus fee."
Ultimately, if the court determines that CloseCall (DE) is a successor corporation and the merger agreement includes provisions for assuming liabilities and obligations, CloseCall (DE) could be held liable to Ramlall for the "bonus fee." However, this determination would depend on the specific facts and legal interpretations presented in the case.
43-6 Richard Ramlall was hired by CloseCall (MD) Inc. to negotiate a billing dispute with Verizon involving some $2 million in asserted overcharges. CloseCall (MD) agreed to a contingent fee "bonus" for its negotiators of 10 percent of the refund. The negotiations were successful. However, before he could collect his fee CloseCall (MD) merged with MVCC Acquisition Corp., a wholly owned subsidiary of MobilePro Corp., which was created for the express purpose of merging with CloseCall (MD). MVCC survived and CloseCall (MD) dissolved. MVCC then changed its name to CloseCall (DE). The merger agreement between CloseCall and MVCC referenced the 10 percent bonus due on the Verizon billing dispute. The surviving Delaware corporation created by the merger of CloseCall (MD) into MVCC is CloseCall (DE). Ramlall sued CloseCall (DE) for the bonus as the successor corporation of CloseCall (MD). CloseCall (DE) contends that after the merger CloseCall (DE) did not owe any money to Ramlall. Is CloseCall (DE) a successor corporation? Is it liable to Ramlall for the "bonus fee"? [Ramlall v. Mobile Pro Corp., 30 A.2d 1003 (Md. App.)
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