continuation of engaged point under maryland law the mere continuation doctrine is one of four exceptions to the general rule that a corporation that acquires the assets of a predecessor corporation is not libelous for the debts and my abilities the predecessor corporation rhode island but found that they could decide that case without adopting the test the court in that case found not need to reach the question of adopting the five factor test because there was one her st adam had adequate consideration paid and secondly there was no allegation to management employees that had gone from the predecessor to dick successor were instrumental in the transfer of assets neither of those conditions is present is present in this case first with respect to sale of assets from the predecessor of engagement to the successor h h s was part of a sham auction designed to avoid paying the obligations plainest h h s yet did not even exist at the time of the suppose y auction when it supposedly purchased the assets the auction was conducted in a manner that would prevent a competitive bid because it was conducted nine days afterwards and now it was not announced and shifted parties and the nine s and he was the c e o both of the predecessor and successor therefore it's our contention so the two conditions that prevented the court from reaching whether the five factor continued to exist additional allegations made clear that engaged point had conveyed its valuable revenue generating assets to h h s additionally the complaint alleges had engagements with management team went successor and not the earlier transaction in which the lender acquired the security interest and so it's not that that added value when they when the venture capital firm obtains security interest it's the value at the time of the sale and whether that was sufficient the th factor under the rhode island test is the transfer of any instrumental employees from predecessor to successor again to the c e o i left i transferred along with three payment of other obligations or the retention of profits and i think keeping that in my the four factor campus on a test indicates that mr white with the employer if he if he had the power to ultimately brother white was just another employee himself and as a matter of maryland's payment collection law he is therefore not an employer who's personally liable for wages of employees who didn't get their final paychecks out which can three different places talks about the fact that you've got a non owner general manager of a company who do not a general manager supervising employee of a company who's not liable  i also think that we need to flip that question there's not a single case that anybody has cited we are an individual was held liable as an employer in the absence of a closely held corporation where  favorite example is is maps the box that's that's a case in the district court below where you've got somebody who owns a company runs a company and for all intents and purposes is the company those are the only cases where we found any court whether in maryland where the district courts below finding that an individual could be personally liable tantamount to an employer and finally you know we believe that the district court was affirmative right to dismiss these claims of prejudice therefore it is not an abuse of discretion and st of all just to make clear there are a number of claims below that were abandoned right out of the gave those have not been appealed so those are those are out of the case but even for the we believe that they are firmly put themselves out of court by alleging that there is you know about that foreclosure sale and by alleging that probably why it was you know so if i can robert on the successor liability point what we think here is that they have not pled successor liability they've they've affirmatively pled the opposite and if you look at the moment cases we think they're pretty clear successor liability and you're continuation it's about protecting creditors against owners who are shuffling assets around companies to avoid paying the creditors and that's why the cases emphasize that common ownership is critical to the inquiry and i believe all the cases say that from executives have alleged that the putative predecessor and the success of the putative successor are owned by the same people and very surprisingly to our mind they have alleged who owns engage point at all they certainly haven't alleged and that's telling if if anybody can allege who owns these companies they could have and by any account ownership is a critical question to the inquiry and they simply never alleged it to the contrary with that what i think they is clear is that they are the executives contend that probably why it was unpaid wages of employees because he was the seattle when engaged point finally collapsed and so by virtue of that position he somehow their employer we just don't think that that states the maryland law under any of the tests that have been posited here and so we don't think that this court has to decide in maryland law we think that under any test that's been posited broadly why does it affirmatively not the employer so i do think i want to reiterate the point that i made a few minutes ago you know some of these cases where employer mean something more than employer are joined employment cases that's where you've got to corporate employers who share point responsibility has the power commenting on that back claim is moot here but in that case you know you've got a prime contractor that's requiring the subcontractor and its employees to say where the prime contractors clothing in their logo and is directing them on work sites and actually distributing  got these closely held corporations so that you know you've got maps kabob that's one of the cases that we said oh we're mad as the owner manager matt runs everything business even bears his name that's an example of the type  case where you might hold an individual liable but here we just don't have that sort of relationship bradley why didn't hire these employees you can see from the employment contracts that they attached to their opposition to the mission to dismiss you'll see the somebody else hired them a prior c e o you'll see that they had a whole assortment of sort of executive benefits that comes from having an executive employment  contract these were the one of them was previously the chief operating officer and later the senior vice president of corporate services the other one was the executive vice president of professional services so it's hard to and he does ultimately convey to these employees that they've been terminated it's hard to imagine that exercises so much overwhelming control over this company that he should be liable as as an employer  anything you know you've got one of the places of j p n alleging that he actually does own some of the company and that he's against the senior vice president for corporate services you know if if he's allegi employer here finally to address their dismissal with prejudice we think the district court was right again we think that the plaintiff has affirmatively put themselves out of court by alleging a foreclosure sale of iran and a whole bunch of similar decisions in other states by the way that academy of iran sites that hold the security under her for close simply as a successor and we think that the plaintiffs also find themselves out of and looking at you know the position of these plaintiffs who truly had a great amount of inside knowledge about this company major point certainly near the critical elements of the claims they did they didn't  with respect to your continuation and success or liability that ownership is not require and that they're academy of iron am you didn't just say well there was there's not continuation of with the c e o you know i think the camp you saw no cases is certainly distinct distinguishable in that case the individual who is the putative employer didn't have to even have the power to hire and fire and you know that's not the case was it with  supervisor the manager those just aren't present in any of the tests and i think that if you run through the tests whether it be the silliness or the campus on no tests that that white in his position with his authority qualifies as an employer under the maryland wage payment collection law which the definitions employ obviously is not very helpful in the statute itself but it is clear that it should be defined expansively and that is clear