Memorandum:
Supreme Court erred in denying the motion of defendant Advanced Absorber Products, Inc. (AAP) to dismiss the complaint against it. AAP established that in 1982 it merged with defendant Keene Corporation (Keene). As a result of the merger, Keene became the owner of all real and personal property ( see, Business Corporation Law § 906 Bus. Corp.[b][2]) and assumed all its "liabilities, obligations and penalties" (Business Corporation Law § 906 Bus. Corp.[b][3]). Consequently, any cause of action that plaintiffs could assert against AAP must be asserted against Keene.