home
***
CD-ROM
|
disk
|
FTP
|
other
***
search
/
Complete Home & Office Legal Guide
/
Complete Home and Office Legal Guide (Chestnut) (1993).ISO
/
stat
/
ucc
/
ucc6.asc
< prev
next >
Wrap
Text File
|
1993-08-01
|
42KB
|
1,032 lines
/* The text of Article 6, Bulk Transfers of the UCC, follows. The
Commissioners have suggested that the act be repealed. However,
most states have retained the law. */
REPEALER OF ARTICLE 6, BULK TRANSFERS
AND
[REVISED] ARTICLE 6, BULK SALES
(STATES TO SELECT ONE ALTERNATIVE)
ALTERNATIVE A
Section
1. Repeal.
2. Amendment.
3. Amendment.
4. Savings Clause.
ALTERNATIVE B
6-101. Short Title.
6-102. Definitions and Index of Definitions.
6-103. Applicability of Article.
6-104. Obligations of Buyer.
6-105. Notice to Claimants.
6-106. Schedule of Distribution.
6-107. Liability for Noncompliance.
6-108. Bulk Sales by Auction; Bulk Sales Conducted by Liquidator.
6-109. What Constitutes Filing; Duties of Filing Officer;
Information From Filing Officer.
6-110. Limitation of Actions.
REPEALER OF ARTICLE 6
BULK TRANSFERS
AND
[REVISED] ARTICLE 6
BULK SALES
(STATES TO SELECT ONE ALTERNATIVE)
ALTERNATIVE A
1. Repeal.
Article 6 and Section 9-111 of the Uniform Commercial Code
are hereby repealed, effective ________.
2. Amendment.
Section 1-105(2) of the Uniform Commercial Code is hereby
amended to read as follows:
(2) Where one of the following provisions of this Act
specifies the applicable law, that provision governs and a
contrary agreement is effective only to the extent permitted by
the law (including the conflict of laws rules) so specified:
Rights of creditors against sold goods. Section 2-402.
Applicability of the Article on Leases. Sections 2A-105 and 2A-
106.
Applicability of the Article on Bank Deposits and Collections.
Section 4-102.
Governing law in the Article on Funds Transfers. Section 4A-507.
Applicability of the Article on Investment Securities. Section 8-
106.
Perfection provisions of the Article on Secured Transactions.
Section 9-103.
3. Amendment
Section 2-403(4) of the Uniform Commercial Code is hereby
amended to read as follows:
(4) The rights of other purchasers of goods and of lien
creditors are governed by the Articles on Secured Transactions
(Article 9), and Documents of Title (Article 7).
4. Savings Clause
Rights and obligations that arose under Article 6 and
Section 9-11 of the Uniform Commercial Code before their repeal
remain valid and may be enforced as though those statutes bad not
been repealed.
ALTERNATIVE B
6-101. Short Title.
This Article shall be known and may be cited as Uniform
Commercial Code-Bulk Sales.
6-102. Definitions and Index of Definitions.
(1) In this Article, unless the context otherwise requires:
(a) "Assets" means the inventory that is the subject of a
bulk sale and any tangible and intangible personal property used
or held for use primarily in, or arising from, the seller's
business and sold in connection with that inventory, but the term
does not include:
(i) fixtures (Section 9-313(1)(a)) other than readily
removable factory and office machines;
(ii) the lessee's interest in a lease of real property; or
(iii) property to the extent it is generally exempt from
creditor process under nonbankruptcy law.
(b) "Auctioneer" means a person whom the seller engages to
direct, conduct, control, or be responsible for a sale by
auction.
(c) "Bulk sale" means:
in the case of a sale by auction or a sale or series of
sales conducted by a liquidator on the seller's behalf, a sale or
series of sales not in the ordinary course of the seller's
business of more than half of the seller's inventory, as measured
by value on the date of the bulk-sale agreement, if on that date
the auctioneer or liquidator has notice, or after reasonable
inquiry would have had notice, that the seller will not continue
to operate the same or a similar kind of business after the sale
or series of sales; and
(ii) in all other cases, a sale not in the ordinary course
of the seller's business of more than half the seller's
inventory, as measured by value on the date of the bulk-sale
agreement, if on that date the buyer has notice, or after
reasonable inquiry would have had notice, that the seller will
not continue to operate the same or a similar kind of business
after the sale.
(d) "Claim" means a right to payment from the seller,
whether or not the right is reduced to judgment, liquidated,
fixed, matured, disputed, secured, legal, or equitable. The term
includes costs of collection and attorney's fees only to the
extent that the laws of this state permit the holder of the claim
to recover them in an action against the obligor.
(e) "Claimant" means a person holding a claim incurred in
the seller's business other than:
an unsecured and unmatured claim for employment compensation
and benefits, including commissions and vacation, severance, and
sick-leave pay;
(ii) a claim for injury to an individual or to property, or
for breach of warranty, unless:
(A) a right of action for the claim has accrued;
(B) the claim has been asserted against the seller; and
(C) the seller knows the identity of the person asserting
the claim and the basis upon which the person has asserted it;
and
(States To Select One Alternative)
Alternative A
[(iii) a claim for taxes owing to a governmental unit.]
Alternative B
[(iii) a claim for taxes owing to a governmental unit, if:
(A) a statute governing the enforcement of the claim
permits or requires notice of the bulk sale to be given to the
governmental unit in a manner other than by compliance with the
requirements of this Article; and
(B) notice is given in accordance with the statute.]
(f) "Creditor" means a claimant or other person holding a
claim.
(g) (i) "Date of the bulk sale" means:
(A) if the sale is by auction or is conducted by a
liquidator on the seller's behalf, the date on which more than
ten percent of the net proceeds is paid to or for the benefit of
the seller; and
(B) in all other cases, the later of the date on which:
(I) more than ten percent of the net contract price is paid
to or for the benefit of the seller; or
(II) more than ten percent of the assets, as measured by
value, are transferred to the buyer.
(ii) For purposes of this subsection:
(A) Delivery of a negotiable instrument (Section 3-104(1))
to or for the benefit of the seller in exchange for assets
constitutes payment of the contract price pro tanto;
(B) To the extent that the contract price is deposited in
an escrow, the contract price is paid to or for the benefit of
the seller when the seller acquires the unconditional right to
receive the deposit or when the deposit is delivered to the
seller or for the benefit of the seller, whichever is earlier;
and
(C) An asset is transferred when a person holding an
unsecured claim can no longer obtain through judicial proceedings
rights to the asset that are superior to those of the buyer
arising as a result of the bulk sale. A person holding an
unsecured claim can obtain those superior rights to a tangible
asset at least until the buyer has an unconditional right, under
the bulk-sale agreement, to possess the asset, and a person
holding an unsecured claim can obtain those superior rights to an
intangible asset at least until the buyer has an unconditional
right, under the bulk-sale agreement to use the asset.
(h) "Date of the bulk-sale agreement" means:
(i) in the case of a sale by auction or conducted by a
liquidator (subsection (c)(i)), the date on which the seller
engages the auctioneer or liquidator; and
(ii) in all other cases, the date on which a bulk-sale
agreement becomes enforceable between the buyer and the seller.
(i) "Debt" means liability on a claim.
(j) "Liquidator" means a person who is regularly engaged in
the business of disposing of assets for b