Buying a Ski Resort: Liability for Earlier Ski Accident Claims

In a share purchase, the company that operated the ski area generally remains the same legal entity. Its liabilities do not disappear when the shareholders change. The buyer of its shares does not become personally liable for company debts merely by acquiring them.

An asset purchase may transfer individual assets or a continuing business to a different legal entity. Section 38 UGB concerns the acquisition and continuation of a business. Section 1409 ABGB addresses the acquisition of assets or a business. The relevant rule depends on the scope of the transfer, continued operation and the legal relationships involved.

Section 38(5a) UGB does not treat continuation by lease, loan for use, usufruct, a right of use or termination of those agreements as an acquisition under subsection 1. A new trading name or operator label alone does not establish a business transfer. The concession route and liability for an earlier compensation claim are also separate issues. Read our article on acquiring a ski resort, its concession and the purchase agreement for the concession questions.

A person who continues a business acquired during the seller’s lifetime generally takes over its business-related, non-personal legal relationships under section 38(1) UGB, including rights and liabilities established by the time of transfer, unless the parties agree otherwise. This concerns a business transfer, not every item purchased individually.

Section 38(4) UGB may make the buyer liable to third parties even for business-related legal relationships or liabilities that were not assumed. An exclusion affects third parties only if it was entered in the company register at transfer, publicly announced in the usual manner or notified to the person concerned by the seller or buyer.

The seller’s continuing liability is governed by section 39 UGB. For an earlier accident claim, assess the business connection, whether the claim existed at the transfer, continued operation and the transfer records together. The operator change alone proves neither the claim nor its assumption.

Section 1409(1) ABGB makes the buyer directly liable to creditors for debts that belong to the acquired assets or business and that the buyer knew or ought to have known about at handover. The seller’s continuing liability remains in place. An agreement that disadvantages creditors does not bind them.

The buyer’s liability is limited by the value of the acquired assets or business. Payments already made on those debts count towards that limit. The valuation date, business value, payments and connection between the accident claim and the acquired business must be assessed from the actual records.

Section 1409(2) ABGB sets a special evidentiary rule for a close relative of the seller. The relative must prove that they neither knew nor ought to have known of the debts at handover. This knowledge test under section 1409 is separate from the requirements of section 38 UGB.

Section 38(5) UGB does not apply to an acquisition through enforcement, insolvency or supervision of the debtor by a trustee for the creditors. Section 1409a ABGB excludes liability under section 1409(1) and (2) for the acquisition routes it names.

The procedure actually used is decisive. A private sale during financial distress does not qualify merely because the seller was in difficulty. Check the court order, sale process, award and transfer documents before relying on an exception.

These exceptions do not remove independent grounds of liability. Section 38(6) UGB preserves other statutory liability or assumption of obligations. A breach of duty by the new operator also remains a separate question.

Sections 38 UGB and 1409 ABGB concern who may be pursued after a transfer. They do not prove that the former operator breached a duty or caused a particular loss. The accident claim can remain disputed even after the change of operator is established.

A breach by the new operator after the handover requires separate assessment. It might concern a safety decision or conduct during ongoing operations. Liability for that conduct rests on the new operator’s own actions and does not depend on assuming an earlier debt.

avalanche warnings, slope closures and operator liability examines a particular safety decision. The article on a fall when leaving a lift at the mountain station concerns the accident and duties at the lift.

Prepare a chronology of the accident, claim notice, transfer and later responses. Preserve rescue or accident reports, photographs, witness details, medical records and correspondence. This helps assess the original claim separately from the identity of a possible new debtor.

For the transfer, gather company-register extracts from before and after completion, concession and operating records, the sale or lease agreement, handover records, any public notice or direct communication, and available due-diligence reports. For section 1409 ABGB, records of known claims, the value transferred and payments on those debts may matter.

The injured person should identify the former and current legal entities accurately and obtain advice on any time-sensitive claim. The buyer should preserve accident notices, due-diligence material, exclusion clauses and proof of any notice. A single letter does not automatically resolve liability, standing or time limits.