(concurring in part, dissenting in part).
I agree with the majority opinion as to I.H. I disagree with the majority, however, as to assumption of liability by Case/Tenneco and other claimed causes of action.
I.
The majority holds that Case and Tenne-co expressly assumed responsibility for I.H.’s dealership contracts by provisions in the purchase agreement. Exactly the opposite occurred. The relevant provisions are as follows:
ARTICLE I: ASSETS TO BE PURCHASED AND SOLD
1.1Sale and Purchase of Assets_ all of the right title and interest of Seller and of each of its subsidiaries in the following described assets, properties and rights:
(e) Contracts. Except as provided in Article XIV, all contracts and contract rights which are exclusively related to the Acquired Business or which are related to the Acquired Business and to any other business of Seller but are necessary for the continuation of the Acquired Business following the Closing, except such as are described on Exhibit B as Excluded Assets. (Emphasis added).
EXHIBIT B: EXCLUDED ASSETS
The following are Excluded Assets and as such are not included in the Acquired Business:
(e) Contracts: — Agreements with dealers and distributors subject to Section 2.1(g) of the Purchase Agreement.
ARTICLE II: ASSUMED LIABILITIES
2.1Assumed Liabilities. As of the Closing Date, Purchaser shall' assume and thereafter pay, perform and discharge the following obligations, claims and liabilities of seller and its subsidiaries and no other (the “Assumed Liabilities”).
(g) Dealer Claims. All liabilities arising out of any claim against Seller or any of its subsidiaries brought by any dealer or distributor in the United States or Canada of the Seller or International Harvester Canada Limited, and distributor of International Harvester Export Company, or any dealer or distributor of Case or any of its subsidiaries which arises out of termination after the date of this Agreement of the contractual relationship of Seller, Case or the Purchaser (if Purchaser is not Case) with such dealer or distributor (whether by the dealer or distributor or by Seller, Case or Purchaser (if purchaser is not Case) or any of their respective subsidiaries) or which otherwise results because of this Agreement or the transactions contemplated by this Agreement. (Emphasis added).
ARTICLE V; TRANSACTIONS PRIOR TO CLOSING
5.2Dealer Arrangements. Purchaser shall, as soon as practical after the date hereof, notify the agricultural equipment distributors and dealers of Seller, International Harvester Canada Limited and International Harvester Export Company (the “Dealers”) that it intends, within 50 days thereafter, to offer to each of the Dealers, effective as of the Closing Date, either (a) a new distributor or dealer agreement (a “Purchaser agreement”) with respect to the Acquired Business which will be at least as favorable to such Dealer as the current form of distributor or dealer agreement used by Seller and such subsidiaries (a “Seller agreement”), or (b) an appropriate arrangement for the consolidation, relocation, purchase or termination of the Dealer’s operations on terms at least as favorable as such Dealer would be entitled to receive upon termination under a Seller Agreement, and, in the event agreement has not been reached with any Dealer on the Closing Date as to the terms and conditions of such an arrange*174ment, Purchaser will offer such Dealer a Purchaser Agreement for such period as may be reasonably required to attempt to reach such an arrangement....
ARTICLE XIV: LIMITATION ON ASSIGNMENT AND ASSUMPTION
14.1 General. Notwithstanding anything herein contained to the contrary, other than with respect to the Assumed Liabilities by Purchaser of Seller’s obligations under its agreement with agricultural equipment dealers as provided in Section 2.1(g),
(a) Seller shall not assign any rights and Purchaser shall not assume any liabilities or obligations under contracts, agreements, leases, commitments, licenses, franchises, permits, authorizations, concessions, or other items included in the Purchased Assets as to which requisite consents to the assignment and assumption thereof have not been obtained or Purchaser is not provided the full benefits thereunder; ....
Summary judgment is appropriate to dispose of legal questions, not factual questions. Hamaker, supra. As the majority has already noted, contract interpretation is generally a question of law for the trial court. Lien, supra. The trial court’s conclusion was not erroneous as a matter of law. Analysis of all relevant provisions in the purchase agreement indicates that Case/Tenneco expressly limited its potential liability. The agreement did not create rights enforceable by or for the benefit of third parties to the agreement. Furthermore, the purchase agreement limited the assumption of existing obligations held by I.H. Since there is no genuine issue of material fact, the interpretation of the contract was appropriately decided by summary judgment.
Section 5.2 required Case and Tenneco to notify the I.H. dealers that Case would either (a) offer them a new Case franchise, or (b) make arrangements for those I.H. dealers that Case decided not to offer a franchise to. This section created contract duties for Case and contract rights belonging to I.H. Groseth did not receive third party beneficiary rights. Breach of section 5.2, therefore, gives I.H., not Groseth, a cause of action against Case and Tenneco.
Section 1.1 included all contracts and contract rights necessary for Case to continue the acquired business. However, paragraph (e) excepted agreements with dealers (Exhibit B). In addition, paragraph (e) excepted assumption of liabilities under franchises (Section 14.1).
Both Exhibit B and Section 14.1 were subject to section 2.1(g). Section 2.1(g) does not, as the majority states in footnote 2, create obligations for Case and Tenneco with corresponding rights in I.H.'s dealers. Section 2.1(g) is an indemnity provision only, requiring Case and Tenneco to indemnify I.H. for liability incurred on claims brought by any I.H. dealer arising out of termination or otherwise resulting from the transaction. Thus, any potential cause of action against Case/Tenneco lies with I.H., not with Groseth.
As the majority opinion points out, Case/Tenneco did not “acquire” the I.H. franchise network. Instead, Case/Tenneco received “access” to those I.H. dealers that it wished to offer a Case dealership agreement. Tenneco and Case did not enter a franchise agreement with Groseth. Nor did they expressly assume any duties to Groseth or impliedly do so by their assuming the disposition of Groseth's franchise pursuant to their agreement with I.H. Therefore, Case/Tenneco cannot be liable for I.H. breach of any duties I.H. owed to Groseth under its franchise agreement.
II.
The majority holds that Case/Tenneco breached a duty they owed to Groseth under our franchise laws. I disagree. SDCL 37-5-3 covers wrongful termination. How can the majority declare that I.H. was the party that terminated Groseth's franchise, then at the same time hold that Case/Tenneco was the terminating party? If, as the majority correctly concludes, I.H. may be liable in damages for terminating Groseth, then I.H. is the party responsible for terminating Groseth’s I.H. franchise, not Case/Tenneco.
Case/Tenneco did not offer Groseth a Case dealership. Case did agree to perform certain duties for I.H. that I.H. owed to its dealers. Case agreed to purchase *175dealer inventory. Case also agreed to wind-up the operations of I.H. dealers not offered a Case franchise on terms as favorable as the dealer would be entitled under I.H.’s franchise agreements. Again, any failure on the part of Case/Tenneco is actionable by I.H. but not Groseth. Whatever duties Case/Tenneco agreed to perform on behalf of I.H., the fact remains, it was I.H.’s decision to sell off its division assets and withdraw from the market that terminated Groseth’s franchise. There can be only one terminating party, and that party was I.H. The majority, however, finds that I.H. terminated Groseth’s franchise and then later finds that Case/Tenneco terminated Groseth’s franchise. That is inconsistent.
III.
Groseth argues that Case/Tenneco is liable because if there was not an actual merger, then there is still liability’by operation of law since the asset acquisition amounted to a “de facto” merger or consolidation. The majority opinion finds those issues irrelevant since it has concluded that Case/Tenneco is liable on other grounds. Nevertheless, the majority comments in footnote 5 that the evidence indicates an actual merger took place.
The majority states in footnote 5 that it is interesting to note that Case/Tenneco made premerger filings. While premerger filings were made as required under the Hart-Scott-Radino Antitrust Act of 1976,15 U.S.C. § 18A, “premerger notification” is required for all asset acquisitions, whether a purchase of assets or an acquisition by merger or consolidation. Just because there were premerger filings does not mean that an actual merger took place. The record is void of any evidence of a merger actually taking place.
Furthermore, Groseth has not established the elements necessary to find a “de facto” merger. The elements required for a de facto merger are: (1) continuity of business operations between the transferor corporations and the transferee corporation, including continuity of employees, location, and assets; (2) continuity of shareholders; (3) cessation of operations by the transferor corporation and dissolution within a short time; and (4) assumption by the transferree corporation of those liabilities of the transferor corporation which are necessary for the continuation of normal business operations. Fletcher, supra, citing Cyr v. B. Offen & Co., Inc. 501 F.2d 1145 (1st Cir.1974). See, Shannon v. Samuel Langston Co., 379 F.Supp. 797 (W.D.Mich.1974); Cf. Turner v. Bituminous Cas. Co., 397 Mich. 406, 244 N.W.2d 873 (1976). If the transfer of assets is paid for in cash, the transaction is generally considered to be a bona fide sale of assets. If the purchasing corporation paid for the assets by issuing stock to the seller corporation, the transaction is usually considered a de facto merger. 13A Fox, Business Organizations § 25.04[2]. However, in such cases there is a transfer of common stock to the selling corporation’s stockholders. See Farris v. Glen Alden Corp., 393 Pa. 427, 143 A.2d 25 (1958); Applestein v. United Bd. & Carlton Corp., 60 N.J.Super. 333, 159 A.2d 146, aff'd 33 N.J. 72, 161 A.2d 474 (1960).
Some courts have held where a particular corporate combination is in legal effect a merger or consolidation, although the transaction may be labeled otherwise by the parties, such transaction is a de facto merger so as to confer upon dissenting shareholders the right to receive cash payments for their shares. 15 Fletcher, supra, § 7045.1 (1983); See, Rath v. Rath Packing Co., 257 Iowa 1277, 136 N.W.2d 410 (1965). The purpose of the de facto merger doctrine is primarily to protect the interests of shareholders who dissent from a transaction such as a sale of corporate assets and stock acquisitions, which ultimately produces the same result as a merger. Fletcher, supra.
The de facto merger theory has also been used in product liability cases against successor corporations Fletcher, supra, § 7123.5; See, Turner v. Bituminous Cas. Co., supra. Public policy grounds have been advanced in favor of holding successor corporations liable for injuries caused by their predecessor’s products. The successor corporation, having reaped the benefits of continuing its predecessor’s product line should be made to bear some of the burdens of continuity; there being no rational basis for treating a cash purchase or corporate assets any differently from an *176acquisition of assets for stock. Fletcher § 7123.5. This court refused to apply the doctrine in Hamaker, supra.
Groseth does not establish the four elements we have cited which are required for a de facto merger. Groseth’s case for de facto merger fails as a matter of law.
Groseth also argues that the transaction amounted to a “mere continuation” of I.H. Except for the Hamaker case, Groseth gives no other cases in support of his theory. Hamaker stated that a key element of a continuation is a commonality of officers, directors and stockholders in the predecessor and successor corporation. There is no evidence of this here. While Case retained many I.H. employees, no I.H. officers or directors became officers or directors of Case or Tenneco. Nor has Groseth provided any evidence that the shareholders of I.H. are now shareholders of Tenneco.
IV.
The majority holds Case/Tenneco may be liable for tortious interference with a business relationship claiming a jury might find that Case and Tenneco tortiously interfered with the Groseth-I.H. contract by terminating Groseth. I disagree. Case/Tenneco did not terminate Groseth’s I.H. franchise. There is simply no basis for finding Case/Tenneco liable under this theory when in fact it was I.H.’s decision to cease operations which ended Groseth’s ability to further sell and service I.H. farm equipment.
V.
The majority holds summary judgment should not have been granted on Groseth’s action for intentional infliction of emotional distress. I disagree. While Case/Tenneco officials did notify Groseth that he would not be offered a Case franchise, there is no evidence of any extreme or outrageous conduct intended to cause severe emotional distress. See Ruple, 352 N.W.2d 652; Alsteen, 124 N.W.2d 312.
VI.
Groseth complains that he was defamed in two newspaper articles. Again, as with the torts previously discussed, the defamation issue was decided by the trial court as a matter of law. In one article a Tenneco official said “We’re taking on John Deere, we can’t afford to have a bad dealer out there.” In the other article, a Case official explained that Case considered many factors in determining the best dealer, and Groseth argues since he was not the one chosen this article necessarily implies that he was a bad dealer.
With respect to the first article, the statement does not refer to the plaintiff personally. See, Brodsky v. Journal Publishing Co., 73 S.D. 343, 42 N.W.2d 855 (1950). No action lies for defamation when directed at a large group of persons. See Schuster v. United States News and World Report, 602 F.2d 850 (8th Cir.1979). With respect to the second article, which dealer is best could be considered a matter of opinion. Opinion is not actionable for defamation, and whether a statement expresses an opinion is a question of law. See Gertz v. Robert Welch, Inc. 418 U.S. 323, 94 S.Ct. 2997, 41 L.Ed.2d 789 (1974). Both area dealers could be outstanding, but only one dealer was chosen to remain. Again, this issue also contains no genuine issues of material fact.