California Commercial Code 6108 – (a) Sections 6104, 6105, and 6107 apply to a bulk sale by …
(a) Sections 6104, 6105, and 6107 apply to a bulk sale by auction and a bulk sale conducted by a liquidator on the seller’s behalf with the following modifications:
(1) “Buyer” refers to auctioneer or liquidator, as the case may be.
Terms Used In California Commercial Code 6108
- Auctioneer: means a person whom the seller engages to direct, conduct, control, or be responsible for a sale by auction. See California Commercial Code 6102
- Bulk sale: means either of the following:
California Commercial Code 6102
- Creditor: means a claimant or other person holding a claim. See California Commercial Code 6102
- Liquidator: means a person who is regularly engaged in the business of disposing of assets for businesses contemplating liquidation or dissolution. See California Commercial Code 6102
- Net proceeds: means the new consideration received for assets sold at a sale by auction or a sale conducted by a liquidator on the seller's behalf less each of the following:
California Commercial Code 6102
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See California Commercial Code 1201
(2) “Net contract price” refers to net proceeds of the auction or net proceeds of the sale, as the case may be.
(3) The written notice required under subdivision (a) of Section 6105 shall be accompanied by a statement that the sale is to be by auction or by liquidation, the name of the auctioneer or liquidator, and the time and place of the auction or the time and place on or after which the liquidator will begin to sell assets on the seller’s behalf.
(4) In a single bulk sale the cumulative liability of the auctioneer or liquidator for failure to comply with the requirements of this section may not exceed the amount of the net proceeds of the sale allocable to inventory and equipment sold less the amount of the portion of any part of the net proceeds paid to or applied for the benefit of a creditor which is allocable to the inventory and equipment.
(b) A payment made by the auctioneer or liquidator to a person to whom the auctioneer or liquidator is, or believes it is, liable under this section reduces pro tanto the auctioneer’s or liquidator’s cumulative liability under paragraph (4) of subdivision (a).
(c) A person who buys at a bulk sale by auction or conducted by a liquidator need not comply with the requirements of Section 6104 and is not liable for the failure of an auctioneer or liquidator to comply with the requirements of this section.
(Repealed and added by Stats. 1990, Ch. 1191, Sec. 3.)