concurring in part and dissenting in part.
[¶ 53] I concur with the majority holding that affirms piercing the corporate veil of Main Realty and respectfully dissent from the majority holding that reverses the judgment imposing liability on Mainland.
[¶ 54] I dissent from the majority holding that the listing agreements belonged to the respective listing agent and had no value to Main Realty. Although the listing agents had separate contractual agreements that allowed the agent to “own” and to transfer these agreements, the listing agreements themselves were with Main Realty. The trial court found the agreements had value because their existence was the basis for Main Realty receiving either rent or commissions. This is not a clearly erroneous finding.
[¶ 55] Listing contracts were necessary to conduct the business of Main Realty. See majority opinion, at ¶¶ 19 and 20. Those contracts were transferred without consideration at a time when the corporation was insolvent. Insolvency, as found by the trial court, related to the inability of the corporation to pay its ongoing debts and to the existence of the Axtmann judgment, which was entered close in time to the contracts being transferred. The trial court found the transfers were made with the actual intent to hinder, delay or defraud the Axtmanns. This finding is not clearly erroneous. Therefore, I dissent from the holding that the transfers to Mainland were not fraudulent. The fraudulent transfers permit the creditor to follow the wrongfully transferred assets into the hands of the transferee. Fraudulent transfers, however, would only allow the Axtmanns to reach the listing agreements fraudulently transferred or their proceeds. N.D.C.C. § 13-02.1-07. The trial court properly ordered this remedy.
[¶ 56] The majority does not discuss the independent basis considered by the trial court for imposing liability upon Mainland for the full amount of the judg*855ment owed to Axtmanns. Rather, the majority opinion blends this independent basis with the analysis of fraudulent transfers. However, each analysis is distinct and the resulting liability is quite different.
[¶ 57] The trial court acknowledges the general rule that a successor corporation is not liable for the debts of the predecessor corporation simply because there has been a transfer of assets. Weeda’s Bath & Kitchen Shop v. Adams, Inc., 347 N.W.2d 118, 121 (N.D.1984). However, as noted in Weeda’s:
There are, however, four well-recognized exceptions to the general rule under which liability may be imposed on a purchasing corporation:
1. Where there is an express or implied agreement to assume the transfer- or’s liabilities;
2. Where the transaction amounts to a consolidation or merger of the two corporations;
3. Where the transferee corporation is merely a continuation of the transfer- or corporation; or
4. The transaction is an attempt to defraud the creditors of the corporation. Leannais v. Cincinnati, Inc., 565 F.2d 437 (7th Cir.1977); Cyr v. B. Offen & Co., Inc., 501 F.2d 1145 (1st Cir.1974). A further exception has been recognized where some of the elements of a purchaser in good faith are absent. Cyr v. B. Offen & Co., Inc., supra 501 F.2d at 1152.
Weeda’s, at 121.
[¶ 58] The four exceptions have been generally recognized, 15 William Meade Fletcher, Cyclopedia Corporations § 7122, at 218-55 (Perm. ed. 1999), though rarely applied. Weeda’s, at 121; Mitchell Mach., Inc. v. Ford New Holland, Inc., 918 F.2d 1366, 1370-71 (8th Cir.1990).
[¶ 59] The successor corporation will be liable for the debts of the selling company when it is a mere continuation of the1 selling company. Fletcher § 7123, at 68-69 (Supp.2007). See, e.g., Keller v. Clark Equip. Co., 715 F.2d 1280, 1291-92 (8th Cir.1983); 300 Pine Island Assocs., Ltd. v. Steven L. Cohen & Assocs., P.A., 547 So.2d 255, 255-56 (Fla.App.1989); Jackson v. Diamond T. Trucking Co., 100 N.J.Super. 186, 241 A.2d 471, 477 (L.Div.1968). The trial court applied the five factors analyzed in Jackson to impose successor liability:
(1) transfer of corporate assets (2) for less than adequate consideration (3) to another corporation which continued the business operation of the transferor (4) when both corporations had at least one common officer or director who was in fact instrumental in the transfer ... and (5) the transfer rendered the transferor incapable of paying its creditors’ claims because it was dissolved in either fact or law.
Jackson, at 477.
[¶ 60] The trial court found each of the five factors announced in Jackson applied to the facts of this case. .Thus, the transferee corporation, Mainland, a continuation of the transferor corporation, Main Realty, is liable for the entire debt of Main Realty to the Axtmanns. I would affirm this holding of the trial court.
[¶ 61] I would share Justice Crothers’ concerns for the manner in which underca-pitalization was analyzed in this case and for the application of the pass-through nature of the corporation as an independent factor to support piercing the corporate veil if this were an ongoing corporation. However, this was an insolvent corporation whose officers and directors formed a plan to continue the essential operations of the corporation under a different shell without paying the corporate debt. The transfer of the corporate assets was made *856without consideration. The officers, directors, and sole shareholder thus “siphoned off’ the assets of a corporation to allow them to continue business under a new shell to their personal benefit. Piercing is appropriate under such circumstances. Hilzendager v. Skwarok, 335 N.W.2d 768, 774-75 (N.D.1983). Under these circumstances, sufficient evidence exists to find the legal entity is being used to defeat public convenience, justify wrong, and protect fraud. Schriock v. Schriock, 128 N.W.2d 852, 866 (N.D.1964). As noted by the majority, factors that support piercing are heavily fact-specific, and where there are fraudulent transfers that benefit the officers, directors, and sole shareholder, those elements of injustice, inequity, or fundamental unfairness are present. Jablonsky v. Klemm, 377 N.W.2d 560, 563 (N.D.1985). I join in the majority holding piercing the corporate veil and making Chillemi and Natwick personally liable for the debt owed to Ax-tmanns.
[¶ 62] Carol Ronning Kapsner