1981 Ed., § 28:6-104.
1973 Ed., § 28:6-104.
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.