merchandise, provisions or materials

ACT No. 3952 in bulk, for cash or on credit, before

THE BULK SALES LAW (as receiving from the vendee, mortgagee,
amended) or his, or its agent or representative
AN ACT TO REGULATE THE SALE, any part of the purchase price thereof,
TRANSFER, MORTGAGE OR or any promissory note, memorandum,
ASSIGNMENT OF GOODS, WARES, or other evidence therefor, to deliver to
MERCHANDISE, PROVISIONS OR such vendee, mortgagee, or agent, or
MATERIALS, IN BULK, AND if the vendee, mortgagee, or agent be
PRESCRIBING PENALTIES FOR a corporation, then to the president,
THE VIOLATION OF THE vice-president, treasurer, secretary or
PROVISIONS THEREOF manager of said corporation, or, if
Section 1. This Act shall be known as such vendee or mortgagee be a
"The Bulk Sales Law." partnership firm, then to a member
Sec. 2. Sale and transfer in bulk. — thereof, a written statement, sworn to
Any sale, transfer, mortgage or substantially as hereinafter provided,
assignment of a stock of goods, wares, of the names and addresses of all
merchandise, provisions, or materials creditors to whom said vendor or
otherwise than in the ordinary course mortgagor may be indebted, together
of trade and the regular prosecution of with the amount of indebtedness due
the business of the vendor, mortgagor, or owing, or to become due or owing
transferor, or assignor, or sale, by said vendor or mortgagor to each of
transfer, mortgage or assignment of said creditors, which statement shall
all, or substantially all, of the business be verified by an oath to the following
or trade theretofore conducted by the effect:
vendor, mortgagor, transferor, or PHILIPPINE ISLANDS
assignor, or of all, or substantially all, PROVINCE OR CITY OF
of the fixtures and equipment used in _________________}
and about the business of the vendor, Before me, the undersigned authority,
mortgagor, transferor, or assignor, personally appeared
shall be deemed to be a sale and __________________ (vendor,
transfer in bulk, in contemplation of mortgagor, agent or representative, as
this Act: Provided, however, That if the case may be), bearing cedula No.
such vendor, mortgagor, transferor or ____________ issued at
assignor, produces and delivers a ___________ on the day of
written waiver of the provisions of this _____________ who, by me being first
Act from his creditors as shown by duly sworn, upon his oath, deposes
verified statements, then, and in that and states that the foregoing
case, the provisions of this section statement contains the names of all of
shall not apply. the creditors of ________________
Sec. 3. Statement of creditors. — It (vendor, or mortgagor) together with
shall be the duty of every person who their addresses, and that the amount
shall sell, mortgage, transfer, or assign set opposite each of said respective
any stock of goods, wares, names, is the amount now due and
owing, and which shall become due days before the sale, transfer or
and owing by _____________ (vendor execution of a mortgage upon any
or mortgagor) to such creditors, and stock of goods, wares, merchandise,
that there are no creditors holding provisions or materials, in bulk, to
claims due or which shall become due, make a full detailed inventory thereof
for or on account of goods, wares, and to preserve the same showing the
merchandise, provisions or materials quantity and, so far as is possible with
purchased upon credit or on account the exercise of reasonable diligence,
of money borrowed, to carry on the the cost price to the vendor, transferor,
business of which said goods, wares, mortgagor or assignor of each article
merchandise, provisions or materials to be included in the sale, transfer or
are a part, other than as set forth in mortgage, and notify every creditor
said statement. whose name and address is set forth
______________________ in the verified statement of the vendor,
Subscribed and sworn to before me transferor, mortgagor, or assignor, at
this _______ day of ______, 19___, at least ten days before transferring
________ possession thereof, personally or by
Sec. 4. Fraudulent and void sale, registered mail, of the price, terms
transfer or mortgage. — Whenever conditions of the sale, transfer,
any person shall sell, mortgage, mortgage, or assignment.
transfer, or assign any stock of goods, Sec. 6. Any vendor, transferor,
wares, merchandise, provisions or mortgagor or assignor of any stock of
materials, in bulk, for cash or on credit, goods, wares, merchandise, provisions
and shall receive any part of the or materials, in bulk, or any person
purchase price, or any promissory acting for, or on behalf of any such
note, or other evidence of vendor, transferor, mortgagor, or
indebtedness for said purchase price assignor, who shall knowingly or
or advance upon mortgage, without willfully make, or deliver or cause to be
having first delivered to the vendee or made or delivered, a statement, as
mortgagee or to his or its agent or provided for in section three hereof,
representative, the sworn statement which shall not include the names of
provided for in section three hereof, all such creditors, with the correct
and without applying the purchase or amount due and to become due to
mortgage money of the said property each of them, or shall contain any
to the pro rata payment of the bona false or untrue statement, shall be
fide claim or claims of the creditors of deemed to have violated the
the vendor or mortgagor, as shown provisions of this Act.
upon such sworn statement, he shall Sec. 7. It shall be unlawful for any
be deemed to have violated this Act, person, firm or corporation, as owner
and any such sale, transfer or of any stock of goods, wares,
mortgage shall be fraudulent and void. merchandise, provisions or materials,
Sec. 5. Inventory. — It shall be the in bulk, to transfer title to the same
duty of every vendor, transferor, without consideration or for a nominal
mortgagor, or assignor, at least ten consideration only.
Sec. 8. Nothing in this Act contained
shall apply to executors,
administrators, receivers, assignees in
insolvency, or public officers, acting
under judicial process.
Sec. 9. The sworn statement
containing the names and addresses
of all creditors of the vendor or
mortgagor provided for in section three
of this Act, shall be registered in the
Bureau of Commerce. For the
registration of each such sworn
statement a fee of five pesos shall be
charged to the vendor or mortgagor of
the stock of goods, wares,
merchandise, provisions or materials,
in bulk.
Sec. 10. The provisions of this Act
shall be administered by the Director
of the Bureau of Commerce and
Industry, who is hereby empowered,
with the approval of the Department
Head, to prescribe and adopt from
time to time such rules and regulations
as may be deemed necessary for the
proper and efficient enforcement of the
provisions of this Act.
Sec. 11. Any person violating any
provision of this Act shall, upon
conviction thereof, be punished by
imprisonment not less than six months,
nor more than five years, or fined in
sum not exceeding five thousand ACT NO. 3952
pesos, or both such imprisonment and
fine, in the discretion of the court. ACT NO. 3952 (As Amended) - THE
Sec. 12. This Act shall take effect on BULK SALES LAW
its approval.
Approved: 01 December 1972 Section 1. This Act shall be known as
"The Bulk Sales Law."

Purpose and general scheme of the

Bulk Sales Law. 1 — (a) Purpose. —
Bulk Sales Act is designed to prevent
the defrauding of creditors by the
secret sale in bulk of substantially all of creditors by secret bulk sales. (27 C.J.
a merchant's stock of goods. (b) Sec. 884.)
General scheme — The general
scheme of these statutes is to declare Effect of the Bulk Sales Law as to
such bulk sales fraudulent and void as other fraudulent conveyances. — The
to creditors of the vendor, or effect of bulk sales laws is to create a
presumptively so, unless specified new type or kind of fraudulent
formalities are observed, such as the conveyance (Kelley-Buckley Co. v.
demanding and the giving of a list of Cohen, 195 Mass 585, 81 N.E. 297;
creditors, the giving of actual or Riley Pennsylvania Oil Co. v.
constructive notice to such creditors, Symmonds, 195 Mo. A. 111, 190 S.W.
by record or otherwise, and the making 1038; Joplin Supply Co. v. Smith, 182
of an inventory. (27 C.J. Sec. 881.) Mo. A. 212, 167 S.W. 649); hence, the
provisions of Arts. 1381–1389 of the
Constitutionality of the Law. — The new Civil Code will not have the effect
Bulk Sales Law is constitutional. of modifying the Bulk Sales Law, and
(Liwanag v. Menghraj, 40 Off. Gaz. will be applicable only as suppletory
1441.) Bulk sales statutes have been law insofar as they are not in conflict
sustained as a constitutional exercise with said law.
of the police power, and as such not in
violation of the constitution prohibiting Sec. 2. Any sale, transfer, mortgage or
the enactment of laws which shall assignment of a stock of goods, wares,
deprive any person of life, liberty, or merchandise, provisions, or materials
property without due process of law, or otherwise than in the ordinary course
which shall deny to such person the of trade and the regular prosecution of
equal protection of the laws. Nor do the business of the vendor, mortgagor,
they infringe constitutional provisions transferor, or assignor, or any sale,
guaranteeing the right of acquiring, transfer, mortgage, or assignment of
possessing, and protecting property. all, or substantially all, of the business
(27 C.J. Sec. 882.) or trade theretofore conducted by the
vendor, mortgagor, transferor, or
Construction of the Law. — These assignor, or of all, or substantially all,
statutes should be read as a whole for of the fixtures and equipment used in
purposes of construction. As they are and about the business of the vendor,
of a penal character, and in derogation mortgagor, transferor; or assignor,
of common law, and of the right to shall be deemed to be a sale and
alienate property without restriction, transfer in bulk, in contemplation of
they are to be strictly construed, and this Act: Provided, however, That if
are not to be extended by construction such vendor, mortgagor, transferor, or
to situations not clearly intended assignor, produces and delivers a
thereby. However, these statutes written waiver of the provisions of this
should be construed and applied with Act from his creditors as shown by
a view to cure the evil at which they verified statements, then, and in that
are aimed, which is the defrauding of case, the provisions of this section
shall not apply. persons in whose favor the statute
declares a bulk sale fraudulent and
What shall be deemed to be a sale void is usually not restricted to any
and transfer in bulk. 2 — A sale and particular class of creditors, but
transfer in bulk is any sale, transfer, includes all persons who were
mortgage or assignment (1) of a stock creditors of the seller at the time of the
of goods, wares, merchandise, sale, although their claims had not
provisions, or materials otherwise than been reduced to judgment, or were not
in the ordinary course of trade and the due, and although they were not
regular prosecution of the business of creditors for merchandise, but were
the vendor, mortgagor, transferor, or merely general creditors of the seller in
assignor, or (2) of all, or substantially other transactions. But only those who
all, of the business or trade theretofore were creditors at the time of the sale
conducted by the vendor, mortgagor, complained of are entitled to the
transferor, or assignor, or (3) of all, or benefits of the statute; creditors whose
substantially all, of the fixtures and claims came into existence
equipment used in and about the subsequent to the sale are not
business of the vendor, mortgagor, protected thereby. (27 C.J. Sec. 888.)
transferor, or assignor. (Sec. 2, Bulk
Sales Law.) Waiver and estoppel of creditors. —
Creditors may waive the right to the
Same; Exceptions to the rule. 3 — It benefit of the bulk sales statutes, or
will not be deemed a sale and transfer estop themselves to claim that the sale
in bulk in contemplation of this Act, (1) was invalid because the requirements
if such vendor, mortgagor, transferor, of the bulk sales statutes were not
or assignor produces and delivers a complied with. The benefit of the
written waiver of the provisions of this statutes is for those who take the steps
Act from his creditors as shown by prescribed thereby in order to protect
verified statements (Sec. 2, Bulk Sales their claims. There is no estoppel
Law), or (2) if such vendor, mortgagor, unless the conduct was relied on by
transferor, or assignor is an executor, the other party to his prejudice, in
administrator, receiver assignee in accordance with the rule as to
insolvency, or public officer, acting estoppel generally. (27 C.J. Sec. 887.)
under judicial process. (Sec. 8, Bulk
Sales Law.) Term "stock, " explained. — The
common use of the term "stock" when
Term "sellers," explained. — The applied to the goods in a mercantile
statutes generally do apply to retail house refers to those which are kept
merchants, traders, or dealers, and for sale. (Albrecht v. Cudihee, 37
generally only to persons of that class. Wash. 206, 208, 79 P. 628.)
(27 C.J. Sec. 888.)
Term "merchandise," explained. — We
Term "creditors," explained. — The think that "merchandise," as used in
term "creditors" as descriptive of the this act, must be construed to mean
such things as are usually bought and The statute has reference to trade
sold in trade by merchants. (People's fixtures connected with the business
Sav. Bank v. Van Allsburg, 165 Mich. and not to the building in which the
524, 526, 131 N.W. 101.) business is carried on. (Robbins v.
"Merchandise" means something that Fuller, [Ark.] 229 S.W. 8; McMillen v.
is sold every day, and is constantly Nelson, [N. D.] 181 N.W. 618.)
going out of the store and being
replaced by other goods. (Boise Credit "Exempt properties," not within the
Men's Ass'n. v. Ellis, 26 Ida. 438, 449, law. — Bulk sales statutes are
144 P. 6, L.R.A. 1915 E, 917.) Thus, intended to operate only on property to
"merchandise" may include a stock of which creditors may look for
meat and other merchandise such as satisfaction of their claims and
is usually sold in a market (Virginia- consequently have no application to
Carolina Chemical Co. v. Bouchelle, property which is exempt. (27 C.J.
12 Ga. A. 611, 78 S.E. 51), or liquors Sec. 889.) See "Property exempt from
kept in a saloon for sale (Marshon v. execution," Sec. 12, Rule 39, Rules of
Toohey, 38 Nev. 248, 148 P. 357); but Court. See also Sec. 35, Act No. 3428,
land and buildings are not "goods, as amended; Arts. 223 et seq., and
wares, and merchandise" within the 1708, new Civil Code; and Sec. 17,
statute. (McMillen v. Nelson, [N. D.] Rep. Act No. 1161 (refer to
181 N.W 618; National Trust Co. v. annotations placed above Sec. 48,
Nadon, 8 Sask. L. 41, 24 Dom. L.R. Insolvency Law, in Volume 2.)
742, 30 West L.R. 588, 7 West Wkly.
1067; Barthels v. Sloance, 7 Sask, L. Sec. 3. It shall be the duty of every
376.) person who shall sell, mortgage,
transfer, or assign any stock of goods,
Term "fixtures," explained. — When wares, merchandise, provisions or
used in statutes of this character, it materials in bulk, for cash or on credit,
refers to such articles of merchandise before receiving from the vendee,
usually possessed and annexed to the mortgagee, or his, or its agent or
premises occupied by them to enable representative any part of the
them better to store, handle, and purchase price thereof, or any
display their wares and which are promissory note, memorandum, or
commonly known as trade fixtures, other evidence therefor, to deliver to
although removable without material such vendee, mortgagee, or agent, or
injury to the premises at or before the if the vendee, mortgagee, or agent be
end of tenancy. (Brown v. Quigley, 165 a corporation, then to the president,
Mich. 337, 130 N.W. 690, 34 vice-president, treasurer, secretary or
L.R.A.N.S. 218 [foll. People's Sav. manager of said corporation, or, if
Bank v. Van Allsburg, 165 Mich. 524, such vendee or mortgagee be a
131 N.W. 101.].) But a store building partnership firm, then to a member
containing a stock of merchandise and thereof, a written statement sworn to
being used for transactions of substantially as hereinafter provided,
mercantile business is not a fixture. of the names and addresses of all
creditors to whom said vendor or
mortgagor may be indebted, together Subscribed and sworn to before me
with the amount of indebtedness due this ___________ day of __________,
or owing, or to become due or owing 19____, at ____________
by said vendor or mortgagor to each of
said creditors, which statement shall Sufficiency of statement. —
be verified by an oath to the following Substantial compliance with the statute
effect: is essential to validity of the sale or
transfer. (In re Calvi, 185 Fed. 642;
PHILIPPINE ISLANDS ) S.S. Peck v. Hibben, 185 Ind. 623, 114 N.E.
PROVINCE OR CITY OF ) 216; Interstate Shirt, etc. Co. v.
Windham, 165 Mich. 648, 131 N.W.
Before me, the undersigned authority, 102.) A verbal statement that the seller
personally appeared _________ had no creditors is not sufficient
(vendor, mortgagor, agent or compliance with a statute requiring the
representative, as the case may be), statement to be in writing and under
bearing Res. Cert. No. oath. (Peck v. Hibben, supra.) If the
_____________ issued at _________ seller has no creditors, an unequivocal
on the __________ day of statement of this fact is necessary in
___________, who, by me being first the statement. (Interstate Shirt, etc.
duly sworn, upon his oath, deposes Co. v. Windham, supra; Fitzhugh v.
and states that the foregoing Munnell, 92 Or. 47, 179 P. 679.) An
statement contains the names of all affidavit stating that a stock sold is
the creditors of ______________ "entirely free from debt and that there
(vendor, mortgagor) together with their is no encumbrance thereon, except a
addresses, and that the amount set certain chattel mortgage given to" a
opposite each of said respective specified person is insufficient as
names, is the amount now due and against existing creditors of the seller.
owing, and which shall become due (Interstate Shirt, etc. Co. v. Windham,
and owing by _____________ (vendor supra.) The statute contemplates not
or mortgagor) to such creditors, and only creditors whose claims are due
that there are no creditors holding but those whose claims are not due
claims due or which shall become due, and the statement must state the facts
for, or on account of goods, wares, as to both class of creditors if both
merchandise, provisions or materials exist and if there are none such, the
purchased upon credit or on account latter fact must be stated. The
of money borrowed, to carry on the statement is ineffectual if it fails to give
business of which said goods, wares, the addresses of the creditors. If the
merchandise, provisions of materials statement is defective on its face, the
are a part, other than as set forth in buyer accepts it at his peril. (Fitzhugh
said statement. v. Munnell, supra.)

_______________________ Effect of false statement. — If the

(Signature of vendor, etc.) statement is fair upon its face and the
buyer has no knowledge of its the vendor or mortgagor, as shown
incorrectness, and nothing to put him upon such sworn statement, he shall
on inquiry about it, he will be protected be deemed to have violated this Act,
in his purchase. (International Silver and any such sale, transfer or
Co. v. Hull, 140 Ga. 10, 78 S.E. 609, mortgage shall be fraudulent and void.
45 L.R.A.N.S. 492; Fitzhugh v.
Munnell, 92 Or. 47, 179, P. 679; What are prohibited are secret
Coach v. Gage, 70 Or. 182, 138 P. conveyances. — What are prohibited
847.) If the seller misrepresents the are secret conveyances, those made
amount of his indebtedness, the unaccompanied by a sworn list of
creditor has no remedy against the creditors and without previous
goods sold, but he can prosecute the payment of their credits, and those
seller criminally. (Seltzer v. Peddi, 24 made gratuitously or for a nominal
Pa. Dist. 456, 41 Pa. Co. 677.) The consideration. Thus, the Bulk Sales
statute declares the sale void only on Law does not include within its
the failure of the purchaser to do what prohibition sales or mortgages made
is required of him. It does not declare by a debtor to one of his creditors in
the sale void if the list of creditors preference to another. (Go v. Phil. Nat.
furnished by a vendor under oath is Bank, 40 Off. Gaz. 2065; see also Sec.
not in fact "full, accurate and 7, Bulk Sales Law.)
complete." It does not in any way
make the purchaser responsible for Same; Effect of lack of sworn list of
any incorrectness in the list. We think it creditors. 4 — A sale made of all the
would be unreasonable to so construe effects in the vendor's store without
it. (Glantz v. Gardiner, 40 R.I. 397, 100 the buyer being furnished a sworn list
A. 913, 916, L.R.A. 1917 L. 226.) of creditors as required by Sec. 3, is
null and void irrespective of the good
Sec. 4. Whenever any person shall or bad faith of the buyer, and judgment
sell, mortgage, transfer, or assign any creditors may treat such sale as never
stock of goods, wares, merchandise, having been made and proceed to
provisions or materials, in bulk, for have execution levied on the
cash or on credit, and shall receive properties thus sold. (Chin Asing v. Uy
any part of the purchase price, or any Gongco & Co., [CA] 40 Off. Gaz. 11th
promissory note, or other evidence of Supp. 142.)
indebtedness for said purchase price
or advance upon mortgage, without Rights and liabilities; As between
having first delivered to the vendee or purchaser and creditors. 5 — A
mortgagee or to his or its agent or purchaser in violation of the Bulk Sales
representative, the sworn statement Act acquires no rights in the property
provided for in section three hereof, purchased as against the creditors of
and without applying the purchase or the seller. His status is that of trustee,
mortgage money of the said property or receiver for the benefit of all the
to the pro rata payment of the bona creditors of the seller. As such he is
fide claim or claims of the creditors of responsible for the disposition of the
property. The fact that he has mingled the parties be made to operate to give
the goods with his own so as to the vendee a lien for the money he has
destroy their identity, or that he has paid. The vendee, having acted in
resold the property, does not divest violation of the law, does not come into
him of his liability to creditors, but on equity with clean hands, and is not in a
the contrary operates to impose a position to ask for any remedy in a
personal liability. Application by the court of equity. It is not a ground to
seller of the proceeds of a bulk sale to rescind an entire contract by which
the payment of some of his creditors property is exchanged for
does not affect the buyer's liability to merchandise, without complying with
other creditors who received none of the statutes, that there is a partial
the proceeds. Where a purchaser does failure of consideration by reason of
not comply with the law, the mere fact the fact that creditors assert rights to a
that on his request the creditor sought part of the merchandise, but damages
to collect from the seller does not raise to the extent to which the buyer was
an estoppel against him to sue them injured will be awarded. (27 C.J. Sec.
on his primary liability to them. (27 C.J. 893.)
Sec. 892.)
Same; Between creditors and
Same; As between purchaser and subsequent purchasers. 6 —The
seller. — The bulk sales statutes do statute does not confer on the
not in any way affect the validity of the creditors of the vendor who fail to
transfer as between the immediate comply with its requirements the right
parties thereto. A sale not in to pursue the property in whosoever
compliance with the bulk sales statute hands it may fall. To authorize the
is valid as against all persons other giving of relief to creditors it must be
than creditors. Notwithstanding a shown that the holder of the property
noncompliance with the statutes, title transferred is the fraudulent vendee
to goods transferred passes to the himself or some person who took the
transferee as between the parties to property from him with knowledge that
the transfer, where it remains until the transfer was fraudulent. The
divested by proceedings instituted by a statutes do not render an innocent
creditor for that purpose. If the seller purchaser for value from the original
has been guilty of fraud to the injury of purchaser liable to creditors of the
the buyer, or if there has been an original seller nor affect his title to the
entire failure of the consideration, the property. But if the circumstances are
seller cannot hide behind the statute such as to bind the subsequent
and thus avoid liability to the purchaser with constructive notice that
purchaser. So the statute does not the sale to his vendor was fraudulent,
preclude the seller from recovering the the property will be liable in his hands
purchase price of a sale made in to creditors of the original vendor. (27
violation of its terms; but, where a sale C.J., Sec. 894.)
is void for noncompliance with the bulk
sales statutes, it cannot as between Remedies available to creditors. —
Under the general prevailing rule that address is set forth in the verified
mere non-compliance with the statute statement of the vendor, transferor,
does not render the purchaser mortgagor, or assignor, at least ten
personally liable to creditors, an days before transferring possession
ordinary action against the purchaser thereof, personally or by registered
by creditors to obtain a money mail, of the price, terms and conditions
judgment will not lie, unless the of the sale, transfer, mortgage, or
purchaser has sold or otherwise assignment. 7
disposed of, or dealt with, the property,
so as to become personally liable to Sufficiency of notice. — No notice
creditors for the value of it. The proper other than the one prescribed by the
remedy is one against the goods to statute will be sufficient (In re
subject them to the payment of the Thompson, 242 Fed. 602; Maultrie
debt, such as execution, attachment, Grocery Co. v. Holmes-Hartsfield Co.,
garnishment, or by a proceeding in 22 Ga. A. 512, 96 S.E. 346) and a
equity. (27 C.J. Sec. 895.) substantial compliance with the
requirements as to notice is essential
Same; Replevin. — A creditor of the (Stuart v. Elk Horn Bank, etc. Co., 123
seller cannot maintain replevin against Ark. 265, 185 S.W. 263, Ann. Cas.
the purchaser to recover property sold 1918A 268.) Thus, if the list furnished
in contravention of the Bulk Sales Act. is not verified as required by statute,
But the purchaser may maintain and omits to name certain creditors
replevin to recover property seized on who are not notified, the sale is void as
attachment or execution against the to such creditors, whether their
seller, and in such action the validity of omission was fraudulent or otherwise.
the sale may be determined. (27 C.J. (Williams v. J.W. Crowdus Drug Co.
Sec. 900.) [Tex. Civ. A.] 167 S.W. 187.)

Sec. 5. It shall be the duty of every Same; Time of notice. — Where the
vendor, transferor, mortgagor, or statute requires the vendor, transferor,
assignor, at least ten days before the mortgagor or assignor to notify
sale, transfer or execution of a personally or by registered mail every
mortgage upon any stock of goods, creditor "at least ten days before
wares, merchandise, provisions or transferring possession" of any stock
materials, in bulk, to make a full of goods, wares, merchandise,
detailed inventory thereof and to provisions or materials, in bulk, it is
preserve the same showing the sufficiently complied with by sending
quantity and, so far as is possible with notice by registered mail at least ten
the exercise of reasonable diligence, days before transferring possession
the cost price to the vendor, transferor, thereof. It is not necessary that the
mortgagor or assignor of each article notice shall have been received ten
to be included in the sale, transfer, days before such transfer of
mortgage, or assignment, and notify possession. (See Wyone Shoe Co. v.
every creditor whose name and Daniels, 136 Ga. 192, 71 S.E. 1.)
 in bulk. (As amended by Rep. Act No.
Sec. 6. Any vendor, transferor, 111.)
mortgagor or assignor of any stock of
goods, wares, merchandise, provisions Sec. 10. The provisions of this Act
or materials, in bulk, or any person shall be administered by the Director
acting for, or on behalf of any such of the Bureau of Commerce, 5 who is
vendor, transferor, mortgagor, or hereby empowered, with the approval
assignor, who shall knowingly or of the Department Head, to prescribe
willfully make, or deliver or cause to be and adopt from time to time such rules
made or delivered, a statement, as and regulations as may be deemed
provided for in section three hereof, necessary for the proper and efficient
which shall not include the names of enforcement of the provisions of this
all such creditors, with the correct Act.
amount due and to become due to
each of them, or shall contain any Sec. 11. Any person violating any
false or untrue statement, shall be provision of this Act shall, upon
deemed to have violated the conviction thereof, be punished by
provisions of this Act. imprisonment for not less than six
months, nor more than five years, or
Sec. 7. It shall be unlawful for any fined in a sum not exceeding five
person, firm or corporation, as owner thousand pesos, or by both such
of any stock of goods, wares, imprisonment and fine, in the
merchandise, provisions or materials, discretion of the court.
in bulk, to transfer title to the same
without consideration or for a nominal Rules as to subsidiary imprisonment.
consideration only. — No subsidiary imprisonment should
be imposed on an accused found
Sec. 8. Nothing in this Act contained guilty of violating the Bulk Sales Law, if
shall apply to executors, he fails to pay his obligation to a
administrators, receivers, assignees in creditor who may have been
insolvency, or public officers, acting prejudiced by reason of the fraudulent
under judicial process. and void mortgage executed by the
accused, there being no proof that the
Sec. 9. The sworn statement goods mortgaged have disappeared.
containing the names and addresses (People v. Mapoy, Off. Gaz. for
of all creditors of the vendor or August, 1943, 755.)
mortgagor provided for in section three
of this Act, shall be registered in the Sec. 12. This Act shall take effect on
Bureau of Commerce. For the its approval.
registration of each such sworn
statement a fee of five pesos shall be Approved: December 12, 1932.
charged to the vendor or mortgagor of
the stock of goods, wares,
merchandise, provisions or materials,