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Current through October 23, 2012
(a) In a bulk sale as defined in § 28:6-102(a)(3)(B), the buyer shall:
(1) Obtain from the seller a list of all business names and addresses used by the seller within 3 years before the date the list is sent or delivered to the buyer;
(2) Unless excused under subsection (b) of this section, obtain from the seller a verified and dated list of claimants of whom the seller has notice 3 days before the seller sends or delivers the list to the buyer and including, to the extent known by the seller, the address of and the amount claimed by each claimant;
(3) Obtain from the seller or prepare a schedule of distribution (§ 28:6- 106(a));
(4) Give notice of the bulk sale in accordance with § 28:6-105;
(5) Unless excused under § 28:6-106(d), distribute the net contract price in accordance with the undertakings of the buyer in the schedule of distribution; and
(6) Unless excused under subsection (b) of this section, make available the list of claimants (subsection (a)(2) of this section) by:
(A) Promptly sending or delivering a copy of the list without charge to any claimant whose written request is received by the buyer no later than 6 months after the date of the bulk sale;
(B) Permitting any claimant to inspect and copy the list at any reasonable hour upon request received by the buyer no later than 6 months after the date of the bulk sale; or
(C) Filing a copy of the list in the office of the Mayor no later than the time for giving a notice of the bulk sale (§ 28:6-105(e)). A list filed in accordance with this subparagraph must state the individual, partnership, or corporate name and a mailing address of the seller.
(b) A buyer who gives notice in accordance with § 28:6-105(b) is excused from complying with the requirements of subsection (a)(2) and (6) of this section.
(Dec. 30, 1963, 77 Stat. 715, Pub. L. 88-243, § 1; Apr. 9, 1997, D.C. Law 11-239, § 2, 44 DCR 936.)
HISTORICAL AND STATUTORY NOTES
UNIFORM COMMERCIAL CODE COMMENT
Prior Uniform Statutory Provision
Section 6-104 (1987 Official Text).Changes
Revised and rewritten.Purposes of Changes and New Matter
1. Subsection (1) sets forth the buyer's duties in a bulk sale conducted by the seller. The buyer's failure to perform these duties may result in liability under Section 6-107. An auctioneer in a bulk sale by auction and a liquidator in a bulk sale that the liquidator conducts on the seller's behalf have similar duties but may face somewhat different liability. See Section 6-108(1). The buyer's duties are designed to afford the seller's claimants the opportunity to learn of the bulk sale before the seller has removed the assets from their reach and has received payment that is easily secreted.
2. Section 6-104(3) (1987 Official Text) provides that "[r]esponsibility for the completeness and accuracy of the list of creditors rests on the transferor, and the transfer is not rendered ineffective by errors or omissions therein unless the transferee is shown to have had knowledge." This sentence has been deleted as superfluous. Nothing in this Article suggests that the buyer is responsible for the completeness or accuracy of the list of claimants. The buyer's only obligations with respect to the list are to obtain it from the seller and to make it available. A buyer who sends or delivers notice of the bulk sale in accordance with Section 6-105(1) may rely in good faith on the list supplied by the seller unless, at the time the notice is sent or delivered, the buyer has knowledge of a claimant not on the list. A buyer who knows of a claimant not on the list is obligated to send notice of the bulk sale to that claimant.
3. The buyer's only obligation with respect to the net contract price is to comply with the schedule of distribution. The schedule may provide for the buyer to pay the entire net contract price to the seller. If so, the buyer complies with the requirements of Section 6-104(1)(e) by paying the entire net contract price to the seller.
4. The purpose of the list of claimants is to enable the buyer to give claimants notice of the bulk sale. If the buyer gives notice by filing in a public office (Section 6-105(2)), then the buyer need not obtain or preserve a list of the seller's claimants.
Cross-References
Point 1: Sections 6-107 and 6-108.
Point 2: Sections 6-105 and 1-203.
Point 3: Section 6-106.
Point 4: Section 6-105.
Definitional Cross-References
"Buyer". Section 2-103.
"Bulk sale". Section 6-102.
"Claimant". Section 6-102.
"Date of the bulk sale". Section 6-102.
"Net contract price". Section 6-102.
"Notice". Section 1-201.
"Seller". Section 2-103.
"Verified". Section 6-102.
Prior Codifications
1981 Ed., § 28:6-104.
1973 Ed., § 28:6-104.
Legislative History of Laws
For legislative history of D.C. Law 11-239, see Historical and Statutory Notes following § 28:6-101.
