Dissenting.
Although the majority ably argues for the application of Pennsylvania law to preclude Berg’s successor liability claim, I respectfully dissent because (1) I am not convinced that Pennsylvania law should apply to this dispute and, (2) even if it does, I do not believe that Pennsylvania law precludes a finding of successor liability.
There is no question that, for contractual matters arising under the Asset Purchase Agreement (“APA”) between SPI and Hull, New Jersey law would apply pursuant to the agreement’s explicit choice of law. In this case, of course, we are not faced with a dispute between the parties to the APA, but rather with a third-party successor liability claim. Notwithstanding this distinction, I am of the view that the successor liability claim involved here relates to the “interpretation, construction, [and] effect” of the asset purchase transaction, and is, therefore, within the scope of the broad choice of law provision contained in the APA. I am thus unpersuaded that, as the majority states, “SPI and Hull ... *473bargained for New Jersey law to apply to interpretation of the provisions of the contract, not to their real-world effect.”
To the contrary, in deciding whether the APA accomplished a de facto merger of SPI and Hull, the “effect[s]” of the APA fall squarely within SPI’s choice of New Jersey law. Since we have already held that Berg, a non-party to the APA, is nonetheless bound by the APA’s exculpatory provisions, see Berg Chilling Systems, Inc. v. Hull Corp., 369 F.3d 745, 757-58 (3d Cir.2004), I find it incongruous for SPI to argue on this appeal, and for the majority to agree, that Berg’s successor liability claim against SPI for Hull’s obligations is not “contractual” because Berg was not a party to the APA and therefore the choice of law provision is irrelevant. In sum, because SPI agreed in the APA to apply New Jersey law to all'effects of the asset purchase transaction, and Berg’s successor liability claim clearly implicates the effects of the APA, I would hold that SPI is bound by the choice of law it made, especially since it has already benefited from that choice in successfully using the APA’s exculpatory provision as a shield against direct liability to Berg.
Applying the choice of law clause as written, this dispute should be governed by New Jersey law6 — which, as the majority correctly notes, would almost certainly result in a victory for Berg. Not only does New Jersey’s successor liability standard place great importance on the parties’ intent and deemphasize continuity of ownership, see, e.g., Woodrick v. Jack J. Burke Real Estate, 306 N.J.Super. 61, 703 A.2d 306, 313 (1997), but it provides that the mere fact a purchaser acquires a division of another company, and the seller maintains its operations in other respects, does not defeat a finding of successor liability with respect to the acquired division. See, e.g., Koch Materials Co. v. Shore Slurry Seal, Inc., 205 F.Supp.2d 324, 337 (D.N.J. 2002). This answers the majority’s reliance on the fact that “the APA resulted in a combination of like corporate divisions, but not of corporate entities” as support for its conclusion that the de facto merger doctrine is inapplicable.
Even assuming, however, that the majority is correct and Pennsylvania law applies, I am unconvinced that Pennsylvania would not find successor liability in this case. Contrary to the majority’s interpretation, the case upon which it principally relies as evidence of Pennsylvania law, Continental Insurance Co. v. Schneider, Inc., 810 A.2d 127 (Pa. Super. 2002), does not “emphasize[ ]” the continuity of ownership factor nor does it stand for the proposition that the absence of such continuity yields a “strong presumption against imposing successor liability.” Rather, Continental Insurance states:
[W]hen determining if a de facto merger has occurred, courts generally consider four factors: (1) continuity of ownership; (2) cessation of the ordinary business by, and dissolution of, the predecessor as soon as practicable; (3) assumption by the successor of liabilities ordinarily necessary for uninterrupted continuation of the business; and (4) continuity of the management, personnel, physical location, and the general business operation. Although each of these factors is considered, all need not exist before a de facto merger will be deemed to have occurred.
*474Id. at 135 (internal citations omitted; emphasis added).
As the majority states, there is “ample evidence” that SPI sought to, and did, continue the business operations of Hull’s FDC Division. SPI used the same facilities, equipment, personnel, logo, and telephone and fax numbers as Hull’s FDC Division. SPI continued to manufacture the same products as Hull and maintained Hull’s contractual obligations. SPI retained Hull’s Chairman, Lewis Hull, and held him out in its promotional materials as “Chairman” of the new Hull Division, and retained Hull’s Executive Vice President, Bernard Kashmer, for two years as Executive Vice President of the Hull Division. Hull ceased doing the type of business its FDC Division had been doing and agreed not to compete with SPI. SPI’s President and CEO, John Partridge, testified that he was interested in Hull’s FDC Division as an ongoing business, intended to operate it as an ongoing business, and wanted to “continue to use the name of Hull because of its acceptance in the marketplace.” SPI represented in its promotional materials that its Hull Division was founded in 1952 and was approaching its 50th anniversary, and Partridge testified that SPI “was saying by way of this [that it was] counting all the years that the Hull Corporation had been in existence,” and was “takfing] it back to when that company was founded and tak[ing] credit for that length of service.” When asked if he was taking credit for Hull’s 50 years of business “because you were really continuing what had been the FDC freeze-drying business,” Partridge replied, “Yes.” Perhaps most tellingly, SPI and Hull represented to their customers and employees that the transaction was a merger; indeed, Hull informed Berg before the APA was concluded that Hull’s responsibilities under the agreement with Berg would “of course be assumed by the successor,” and Lewis Hull referred to the transaction in a Hull newsletter after the APA was concluded as a “textbook strategic merger.”
Based on this evidence, I am unpersuaded that Pennsylvania law would not find successor liability in this case. Continental Insurance, which the majority describes as “the most recent Pennsylvania court decision on the matter,” does not privilege the continuity of ownership factor above all others; rather, in keeping with the modern view of successor liability, it counts continuity of ownership as one of several factors to consider, and notes that all factors need not exist. Here, there can be little question that SPI’s continuation of Hull’s business satisfies the third and fourth factors listed in Continental Insurance: SPI sought to, and did, continue Hull’s business, and in doing so assumed the necessary contractual liabilities and retained key management, personnel, facilities, trademarks, telephone numbers, etc. As for the second factor, Hull immediately ceased the business of its FDC Division— the only Hull property that has anything to do with this appeal' — upon conclusion of the APA and agreed not to resume such business, and the FDC Division was dissolved. Although Hull continued to operate unrelated divisions for a short time after it sold its FDC Division to SPI, Hull, too, eventually ceased to exist. Indeed, the only factor that clearly does not weigh in favor of a finding of successor liability here is the continuity of ownership. Contrary to the majority, I would find that these circumstances should result in a finding of successor liability under Pennsylvania law.
At base, I am troubled by the consequences of concluding that successor liability does not exist in this case. SPI purchased an entire division of Hull and operated that division as an ongoing business, holding the division out to the world as a continuation of Hull, and presumably *475reaping substantial rewards by doing so. That division was almost entirely responsible for serious deficiencies in freeze dryers sold to Berg, but SPI disclaimed any resulting liabilities in an asset purchase agreement that was negotiated without Berg’s participation, all while Berg was being assured by Hull that “of course” SPI would assume full liability. Shortly after the sale of Hull’s FDC Division to SPI, Hull went out of business. The result, therefore, is that SPI gets the benefit of the continuation of Hull’s business without any attendant liabilities, Hull effectively avoids liability by selling off its assets, and, because of our holding today, Berg is left to bear all the liabilities for a problem it did not create. As my majority colleagues note, this “places Berg in an untenable situation.” As I do not perceive a compelling reason why we must do so, I respectfully dissent.
. Pennsylvania law states that "[cjhoice of law provisions in contracts will generally be given effect,” Smith v. Commonwealth Nat'l Bank, 384 Pa.Super. 65, 557 A.2d 775, 777 (1989), and "Pennsylvania courts will only ignore a contractual choice of law provision if that provision conflicts with strong public policy interests,” Kruzits v. Okuma Mach. Tool, Inc., 40 F.3d 52, 56 (3d Cir.1994).