[McLovin]

I think it would likely depend on the structure of the sale of the restaurant.

Generally,

In a stock sale, the new owner buys the stock of the old owner. The old corporation (and restaurant) continues to exist, just with a new owner. So the liabilities stay in place.

Many sales are not structured that way, because the new owner doesn't want to take the old liabilities. So it is structured as an asset sale (or similar). The old corporation continues to exist and be liable for its liabilities (it doesn't own the assets anymore, and doesn't operate the business anymore, but it still exists, with the same shareholders). The new guy just buys the assets of the old business, but doesn't assume the liabilities. The new owner is a completely new business. That is done all the time, and is completely legal.

If it was structured as an asset sale, with the new owner not assuming the liabilities, you'd still likely have a claim for the value of the gift card, since by law they can't expire. But your claim would be against the old ownership of the restaurant, who remains liable.

(I don't know if there are any special rules re asset sales and non-assumption of liabilities where there are outstanding gift cards. My out of the blue guess is there isn't).