West Virginia Law Review

Document Type



This paper will carry forward the discussion of bulk sales legislation begun in an article entitled "Bulk Sales Laws: A Study in Economic Adjustment", and continued in a second article entitled "Bulk Sales Laws: A Study in Statutory Interpretation." The first paper "considered three phases of the bulk sales problem: (1) the inability of the American statutory successors of 13 Elizabeth to meet the legal needs of the creditor class when a defrauding merchant sold out in bulk his stock of unpaid for goods to a bona fide purchaser for value; (2) the campaign waged by the National Association of Credit Men to place bulk sales laws on the statute books of the forty-eight states; (3) the unfavorable attitude of at least five state supreme courts toward bulk sales laws which resulted (a) in these statutes being declared unconstitutional in the states in question and (b) in certain changes being made in the unconstitutional statutes in order to meet the objections raised by the courts." The second paper was devoted to a consideration of the operation of these bulk sales laws after they were on the statute books of the several states. The reactions of several outstanding credit men toward bulk sales laws were noted. Then the attitude of the courts in interpreting these statutes was treated in the following aspects: (1) who are creditors within the meaning of bulk sales laws; (2) who are sellers; (3) to what kinds of property do the bulk sales laws apply? This article will consider the attitude of the courts toward the general problem of what types of business transactions are covered by these bulk sales laws. The general problem will be broken down into three specific problems: (1) does a chattel mortgage of "goods, wares and merchandise," and perhaps of store fixtures also, fall within the provisions of a bulk sales statute; (2) does the statute cover a general assignment for the benefit of creditors; (3) must the bulk sales law be complied with where the stock, and perhaps fixtures, of a business have been transferred to a corporation or to a partnership organized to take over the business ?



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