Id. In Mountain's Shadow Inn v. Colorado Dep't of Labor, 672 P.2d 522 (Colo. 1983), the owner of an inn leased out an adjacent restaurant through an oral lease terminable at will. The lessee was delinquent in his payment of unemployment insurance contribution taxes and ultimately disappeared without notice.
As stated by the Arizona Supreme Court: See, e.g., Northern Lights Inn v. Employment Sec. Div., 695 P.2d 723, 725 (Alaska 1985) (secured creditor acquiring hotel at a foreclosure sale created no fund from which to pay unpaid unemployment premiums); In re McKeever, 169 Ariz. 312, 314-15, 819 P.2d 482, 484-85 (1991) (lessor's/secured creditor's reentry to leased premises and operation of business did not entail a purchase); Mountain's Shadow Inn v. Colorado Dep't of Labor, 672 P.2d 522, 524 (Colo. 1983) (lessor's re-entry of restaurant premises and operation of business until a new lessee could be obtained did not involve a purchase); Lloyds Bank PLC v. State, 109 Nev. 1111, 1116, 864 P.2d 298, 301 (1993) (creditor gaining ownership of secured property by foreclosure did not generate funds from which to withhold delinquent unemployment premiums; transaction was not a sale as contemplated by statute); State v. Standard Oil Co., 39 Ohio St.2d 41, 313 N.E.2d 838 (1974) (secured creditor assuming ownership pursuant to security agreement did not result in a purchase to which successor liability could attach). The key to determining whether a "purchase" has occurred for the purposes of determining successor liability, therefore, is determined by an analysis of the underlying transaction.
General Trading, supra; Richard's Auto City, supra. We understand that other states may wish to limit the successor's liability to "purchase money", Mountain Shadow Inn, Inc. v. Colorado Dept. of Labor and Employment, 672 P.2d 522 (Colo. 1983), or to the amount of consideration, Velez v. Division of Taxation, 152 A.D.2d 87, 547 N.Y.S.2d 444 (N Y App. Div. 1989) (construing the New York statute). See also Knudsen Dairy Products Co. v. State Bd. of Equalization, 12 Cal.App.3d 47, 90 Cal.Rptr. 533 (Cal.Ct.App. 1970).