7 April 2026
/ Clifton C. Hitchcock
Mergers and Debt Enforcement: Key Takeaways from Commercial Collections Corner
When Creditors Merge: Who Can Enforce the Debt?
Our Commercial Collections Corner series recently returned with a topic that is becoming impossible for creditors and other financial institutions to ignore: how to enforce debt after a merger, especially when the debtor claims that you are not the real party in interest.
Attorney Clifton “Chauncey” Hitchcock, based in our Detroit, Michigan office, examined a recent unpublished Michigan Court of Appeals decision and unpacked what it means for creditors navigating standing challenges after mergers, acquisitions and corporate restructuring.
While a Michigan case, the legal principles extend far beyond any single jurisdiction.
The Question: Who Enforces the Debt after a Merger?
A familiar debtor argument sits at the heart of this episode: “I never contracted with the plaintiff.”When a creditor changes names, merges or survives a series of acquisitions, debtors often argue that enforcement fails because the successor entity was not an original party to the contract. Chauncey focuses on how courts analyze that argument, and why it frequently misses the mark.
Under Michigan Court Rule 2.202(B), actions must be prosecuted by the real party in interest, a requirement shared by courts nationwide. The key question, then, is how a successor creditor establishes that status following a merger.
“Stepping Into the Shoes” of the Prior Creditor
In Huntington National Bank v Rieman et al, an unpublished option in December 2025, the Michigan Court of Appeals confirmed a principle creditors should understand well: when entities merge, the surviving entity “steps into the shoes” of the predecessor.
In the case discussed, the Court found that the successor bank had the right to enforce the loan obligation even though the debtor had originally contracted with a different bank two mergers earlier. The transfer of enforcement rights occurred automatically through the merger process, not through a separate assignment of the contract.
The court made clear that in a merger the following is true:
- Assets and liabilities transfer by operation of law
- The successor entity owns the debt
- Standing is not defeated simply because the creditor’s name has changed
Why this matters: Treating mergers as if they require assignment style proof imposes a burden the law does not require, and courts are increasingly unwilling to accept that framing.
Assignment vs. Succession: A Critical Legal Distinction
A major takeaway from the episode is the distinction between assignment and succession by merger.
- Assignments require evidence of a specific transfer of contractual rights.
- Mergers result in the automatic succession of assets and liabilities.
The Court rejected the notion that a successor creditor must prove enforcement rights the same way that an assignee would. When a merger occurs, the surviving entity becomes the real party of interest without further action.
Why Standing Challenges Are Likely to Increase
The significance of this ruling extends beyond a single case. Standing challenges are poised to increase exponentially, and the data supports that concern. In 2025 alone, there were more than 170 bank mergers. In the 1980s, the U.S. had over 14,000 FDIC insured institutions. Today, that number has dropped to fewer than 4,000.
The bottom line: Merger activity is not slowing down. Creditors should expect more debtors to challenge ownership of contracts and enforcement rights as consolidation continues across industries.
Can Debtors Challenge Ownership of Debt After a Merger?
Yes, but success is far from guaranteed.
As the webinar emphasizes, there is no single panacea when a party’s interest in a contract is challenged after the merger. Creditors, however, can strengthen their position by focusing on the evidence that matters most.
Top Takeaway: Produce Your Documents
One of the most important takeaways from the webinar: Produce merger documentation when possible, including merger agreements. More importantly, though, present a knowledgeable witness who can testify to:
- The debt
- Merger history
- How the successor entity came to own the obligation
You need to frame enforcement arguments around succession by law, not the assignment.
In Huntington National Bank v. Rieman, the Court rejected a debtor’s attempt to evade liability on a promissory note that he and his partner had provided to Chemical Bank by arguing he never contracted with Huntington National Bank. Chemical Bank later merged with TCF Bank, which in turn later merged with Huntington National Bank. The fact that the original contract involved another bank two mergers earlier did not defeat Huntington National Bank’s right to enforce the debt.
Watch the Full Episode
As Chauncey noted at the beginning of the episode, mergers, like death and taxes, are inevitable. But as this episode makes clear, they do not negate valid contractual obligations.For creditors facing “real party in interest” challenges after mergers or acquisition, Chauncey delivers timely guidance, practical litigation strategy, and persuasive authority to support enforcement efforts in an era of accelerating consolidation.
Watch the full webinar to gain deeper insight into standing, succession and how to protect your enforcement strategy in a post merger world. If you have questions, you can reach out to Chauncey at any time.
This blog is not a solicitation for business, and it is not intended to constitute legal advice on specific matters, create an attorney-client relationship or be legally binding in any way.
