Coit v. Gold Amalgamating Company was a United States Supreme Court case that dealt with the issue of whether a corporation could be held liable for the debts of its predecessor. The case involved a dispute between the plaintiff, Coit, and the defendant, Gold Amalgamating Company. Coit had loaned money to a prior corporation, which was then dissolved and replaced by Gold Amalgamating Company. Coit sued Gold Amalgamating Company for the debt owed by the prior corporation. The Supreme Court held that Gold Amalgamating Company was not liable for the debt of its predecessor. The Court reasoned that the new corporation was a separate legal entity from the prior corporation, and thus could not be held liable for the debts of the prior corporation. The Court also noted that the new corporation had not assumed the debts of the prior corporation, and thus could not be held liable for them. In conclusion, the Supreme Court held that Gold Amalgamating Company was not liable for the debts of its predecessor. The Court reasoned that the new corporation was a separate legal entity from the prior corporation, and thus could not be held liable for the debts of the prior corporation.

Justice Field delivered the dissenting opinion in Coit v. Gold Amalgamating Company, arguing that the majority had misapplied a prior Supreme Court decision to reach its conclusion. He argued that while it was true that when an individual is injured by another's negligence they are entitled to damages, this case involved a contract dispute between two parties and not one of tortious injury caused by negligence. The defendant had agreed to pay for certain services rendered but failed to do so; thus Justice Field believed the plaintiff should be able to recover on their breach of contract claim without having first established any form of fault or liability on behalf of the defendant. Furthermore, he noted that even if there were some element of fault present in this case, it would have been impossible for the plaintiff here as they did not know what happened after delivery was made and payment refused - only then could any potential wrongdoing be determined. Ultimately Justice Field concluded his dissent with an argument against allowing contracts like these which provide no security or protection for those who perform services at risk from nonpayment due solely upon trustworthiness alone