BILL NUMBER: SB 12 AMENDED
BILL TEXT
AMENDED IN ASSEMBLY AUGUST 7, 2012
AMENDED IN ASSEMBLY JUNE 25, 2012
AMENDED IN ASSEMBLY MAY 3, 2012
AMENDED IN SENATE JANUARY 4, 2012
INTRODUCED BY Senator Corbett
DECEMBER 6, 2010
An act to repeal and add Division 6 (commencing with Section 6101)
of the Commercial Code, relating to bulk sales.
LEGISLATIVE COUNSEL'S DIGEST
SB 12, as amended, Corbett. Bulk sales.
Existing law, the Uniform Commercial Code--Bulk Sales, is a
comprehensive body of law regulating bulk sales, which are defined to
include a sale not in the ordinary course of the seller's business
of more than 1/2 the seller's inventory and equipment, as specified.
Existing law exempts from the bulk sales law, among other
transactions, a sale of assets with a value of less than $10,000, as
specified, or a value of more than $5,000,000 on the date of the bulk
sale agreement. Existing law imposes certain notice requirements on
a buyer of assets in a bulk sale, and provides that a buyer who fails
to comply with those notice requirements with respect to a claimant
is liable to the claimant for specified damages. In the case of a
bulk sale where the consideration is $2,000,000 or less and is
substantially all cash or an obligation of the transferee to pay
cash, existing law requires the buyer or escrow agent involved to
apply the cash consideration to pay the debts of the seller for which
claims are due and payable, as specified. A person holding a claim
incurred in the seller's business, other than specified claims, is a
claimant under the bulk sales law.
The Alcoholic Beverage Control Act, administered by the Department
of Alcoholic Beverage Control, regulates the sale and distribution
of alcoholic beverages and the granting of licenses for the
manufacture, distribution, and sale of alcoholic beverages within the
state. The Cigarette and Tobacco Products Licensing Act provides for
the licensure, by the State Board of Equalization, of manufacturers,
distributors, wholesalers, importers, and retailers of cigarette or
tobacco products.
This bill would repeal the Uniform Commercial Code-Bulk
Code--Bulk Sales provisions. The bill would add
provisions that apply, on and after January 1, 2013, to a sale not in
the ordinary course of a seller's business of more than 1/2 the
seller's inventory and equipment, including the inventory or
equipment purchased from a wholesaler or distributor of alcoholic
beverages or cigarette and tobacco products, without regard
to the value of the assets involved, as specified. The bill would
require the buyer in the bulk sale to provide notice of the sale
in a specified manner. With respect to a bulk sale that includes
inventory or equipment purchased or otherwise obtained from an
alcoholic beverage wholesaler or a cigarette and tobacco wholesaler
or distributor, the bill would subject the buyer to
specified liability for failing to comply with the notice
requirement, and would require the buyer to deposit the full
amount of the purchase price or consideration with an escrow agent to
be distributed to meet obligations and claims, as specified
, and would limit a claimant to specified persons, including a
wholesaler or distributor of alcoholic beverages or cigarette and
tobacco products .
Vote: majority. Appropriation: no. Fiscal committee: no.
State-mandated local program: no.
THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:
SECTION 1. Division 6 (commencing with Section 6101) of the
Commercial Code is repealed.
SEC. 2. Division 6 (commencing with Section 6101) is added to the
Commercial Code, to read:
DIVISION 6. BULK SALES
CHAPTER 1. GENERAL
6101. This division shall be known and may be cited as the Bulk
Sales Law.
6102. (a) In this division, unless the context otherwise
requires:
(1) "Assets" means the inventory and equipment 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 and equipment,
but the term does not include any of the following:
(A) Fixtures, as defined in paragraph (41) of subdivision (a) of
Section 9102, other than readily removable factory and office
machines.
(B) The lessee's interest in a lease of real property.
(C) Property to the extent it is generally exempt from creditor
process under nonbankruptcy law.
(2) "Bulk sale" means a sale not in the ordinary course of the
seller's business of more than one-half of the seller's inventory and
equipment, including the inventory and equipment purchased from a
licensee, as measured by value on the date of the bulk-sale
agreement.
(2) "Auctioneer" means a person whom the seller engages to direct,
conduct, control, or be responsible for a sale by auction.
(3) Except as provided in Chapter 3 (commencing with Section
6106), "bulk sale" means either of the following:
(A) 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 one-half of the seller's inventory and equipment, as measured by
value on the date of the bulk-sale agreement.
(B) In all other cases, a sale not in the ordinary course of the
seller's business of more than one-half the seller's inventory and
equipment, as measured by value on the date of the bulk-sale
agreement.
(3)
(4) "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. The term does not include any of the
following:
(A) An unsecured and unmatured claim for employment compensation
and benefits, including commissions and vacation, severance, and
sick-leave pay.
(B) A claim for injury to an individual or to property, or for
breach of warranty, unless all of the following are satisfied:
(i) A right of action for the claim has accrued.
(ii) The claim has been asserted against the seller.
(iii) The seller knows the identity of the person asserting the
claim and the basis upon which the person has asserted it.
(C) A claim for taxes owing to a governmental unit, if both of the
following are satisfied:
(i) 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
division.
(ii) Notice is given in accordance with the statute.
(4)
(5) "Claimant" means any person holding a claim
described in paragraphs (1) to (5), inclusive, of subdivision (b) of
Section 6106.4 incurred in the seller's business, or a licensee
holding a claim incurred in the seller's business.
(5) (A) "Date of the bulk sale" means the later of the date on
which either of the following occurs:
(6) (A) "Date of the bulk sale" means either of the following:
(i) If the sale is by auction or is conducted by a liquidator on
the seller's behalf, the date on which more than 10 percent of the
net proceeds is paid to or for the benefit of the seller.
(ii) In all other cases, the later of the date on which either of
the following occurs:
(i)
(I) More than 10 percent of the net contract price is
paid to or for the benefit of the seller.
(ii)
(II) More than 10 percent of the assets, as measured by
value, are transferred to the buyer.
(B) For purposes of this paragraph the following shall apply:
(i) Delivery of a negotiable instrument, as defined in subdivision
(a) of Section 3104, to or for the benefit of the seller in exchange
for assets constitutes payment of the contract price pro tanto.
(ii) The To the extent that the
contract price is deposited in 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.
(iii) 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.
(6) "Date of the bulk-sale agreement" means the date on which a
bulk-sale agreement becomes enforceable between the buyer and the
seller.
(7) "Date of the bulk-sale agreement" means either of the
following:
(A) In the case of a sale by auction or conducted by a liquidator
pursuant to subparagraph (A) of paragraph (3), the date on which the
seller engages the auctioneer or liquidator.
(B) In all other cases, the date on which a bulk-sale agreement
becomes enforceable between the buyer and the seller.
(7)
(8) "Debt" means liability on a claim.
(8)
(9) "Licensee" means a person licensed as a
distributor under the Alcoholic Beverage Control Act (Division 9
(commencing with Section 23000) of the Business and Professions
Code), a wholesaler, as defined in Section 23021 of the
Business and Professions Code, licensed who
holds a wholesaler's license under the Alcoholic Beverage
Control Act (Division 9 (commencing with Section 23000) of the
Business and Professions Code) , or a person
licensed as a wholesaler or distributor of cigarettes and tobacco
products pursuant to Chapter 3 (commencing with Section 22975) of
Division 8.6 of the Business and Professions Code.
(10) "Liquidator" means a person who is regularly engaged in the
business of disposing of assets for businesses contemplating
liquidation or dissolution.
(9)
(11) "Net contract price" means the new consideration
the buyer is obligated to pay for the assets less each of the
following:
(A) The amount of any proceeds of the sale of an asset, to the
extent the proceeds are applied in partial or total satisfaction of a
debt secured by the asset.
(B) The amount of any debt to the extent it is secured by a
security interest or lien that is enforceable against the asset
before and after it has been sold to a buyer. If a debt is secured by
an asset and other property of the seller, the amount of the debt
secured by a security interest or lien that is enforceable against
the asset is determined by multiplying the debt by a fraction, the
numerator of which is the value of the new consideration for the
asset on the date of the bulk sale and the denominator of which is
the value of all property securing the debt on the date of the bulk
sale.
(12) "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:
(A) Commissions and reasonable expenses of the sale.
(B) The amount of any proceeds of the sale of an asset, to
the extent the proceeds are applied in partial or total satisfaction
of a debt secured by the asset.
(C) The amount of any debt to the extent it is secured by a
security interest or lien that is enforceable against the asset
before and after it has been sold to a buyer. If a debt is secured by
an asset and other property of the seller, the amount of the debt
secured by a security interest or lien that is enforceable against
the asset is determined by multiplying the debt by a fraction, the
numerator of which is the value of the new consideration for the
asset on the date of the bulk sale and the denominator of which is
the value of all property securing the debt on the date of the bulk
sale.
(10)
(13) A sale is "in the ordinary course of the seller's
business" if the sale comports with usual or customary practices in
the kind of business in which the seller is engaged or with the
seller's own usual or customary practices.
(11)
(14) "United States" includes its territories and
possessions and the Commonwealth of Puerto Rico.
(12)
(15) "Value" means fair market value.
(b) The following definitions in other divisions apply to this
division:
(1) "Buyer." Paragraph (a) of subdivision (1) of Section 2103.
(2) "Equipment." Paragraph (33) of subdivision (a) of Section
9102.
(3) "Inventory." Paragraph (48) of subdivision (a) of Section
9102.
(4) "Sale." Subdivision (1) of Section 2106.
(5) "Seller." Paragraph (d) of subdivision (1) of Section 2103.
(c) In addition, Division 1 (commencing with Section 1101)
contains general definitions and principles of construction and
interpretation applicable throughout this division.
6103. (a) Except as otherwise provided in subdivision (c), this
division applies to a bulk sale if both of the following are
satisfied:
(1) The seller's principal business is the sale of inventory from
stock, including those who manufacture what they sell, or that of a
restaurant owner.
(2) On the date of the bulk-sale agreement the seller is located
in this state or, if the seller is located in a jurisdiction that is
not a part of the United States, the seller's major executive office
in the United States is in this state.
(b) A seller is deemed to be located at its place of business. If
a seller has more than one place of business, the seller is deemed
located at its chief executive office.
(c) This division does not apply to any of the following:
(1) A transfer made to secure payment or performance of an
obligation.
(2) A transfer of collateral to a secured party pursuant to
Section 9609.
(3) A disposition of collateral pursuant to Section 9610.
(4) Retention of collateral pursuant to Section 9620.
(5) A sale of an asset encumbered by a security interest or lien
if (A) all the proceeds of the sale are applied in partial or total
satisfaction of the debt secured by the security interest or lien or
(B) the security interest or lien is enforceable against the asset
after it has been sold to the buyer and the net contract price is
zero.
(6) A general assignment for the benefit of creditors or to a
subsequent transfer by the assignee.
(7) A sale by an executor, administrator, receiver, trustee in
bankruptcy, debtor in possession, or any public officer under
judicial process.
(8) A sale made in the course of judicial or administrative
proceedings for the dissolution or reorganization of an organization.
(9) A sale to a buyer whose principal place of business is in the
United States and who satisfies each of the following:
(A) Assumes in full the debts that were incurred in the seller's
business before the date of the bulk sale.
(B) Is not insolvent after the assumption.
(C) Records and publishes notice of the assumption not later than
30 days after the date of the bulk sale in the manner provided by
Section 6105.
(10) A sale required by, and made pursuant to, statute.
(11) A transfer of personal property, if the personal property is
leased back to the transferor immediately following the transfer and
either there has been compliance with subdivision (h) of Section
3440.1 of the Civil Code or the transfer is exempt under subdivision
(k) of Section 3440.1 of the Civil Code.
(12) A transfer which is subject to and complies with Article 5
(commencing with Section 24070) of Chapter 6 of Division 9 of the
Business and Professions Code, if the transferee records and
publishes notice of the transfer at least 12 business days before the
transfer is to be consummated in the manner provided in Section 6105
and the notice contains the information set forth in paragraphs (1)
to (4), inclusive, of subdivision (a) of Section 6105.
(13) A transfer of goods in a warehouse where a warehouse receipt
has been issued therefor by a warehouseman (Section 7102) and a copy
of the receipt is kept at the principal place of business of the
warehouseman and at the warehouse in which the goods are stored.
(d) The notice under subparagraph (C) of paragraph (9) of
subdivision (c) shall state each of the following:
(1) That a sale that may constitute a bulk sale has been or will
be made.
(2) The date or prospective date of the bulk sale.
(3) The individual, partnership, or corporate names and the
addresses of the seller and buyer.
(4) The address to which inquiries about the sale may be made, if
different from the seller's address.
(5) That the buyer has assumed or will assume the debts that were
incurred in the seller's business before the date of the bulk sale.
6103.5. This division shall apply to a bulk sale if the date of
the bulk-sale agreement is on or after January 1, 2013.
CHAPTER 2. NOTICE
6104. In a bulk sale, the buyer shall do each of the following:
(a) Obtain from the seller a list of all business names and
addresses used by the seller within three years before the date the
list is sent or delivered to the buyer.
(b) Give notice of the bulk sale in accordance with Section 6105.
6105. (a) In a bulk sale, as defined in paragraph (2) of
subdivision (a) of Section 6102, the buyer shall give notice in
accordance with this section.
6105. In order to comply with subdivision (b) of
Section 6104, each of the following shall be satisfied:
(b)
(a) The notice shall comply with each of the following:
(1) State that a bulk sale is about to be made.
(2) State the name and business address of the seller together
with any other business name and address listed by the seller and the
name and business address of the buyer.
(3) State the location and general description of the assets.
(4) State the place and the anticipated date of the bulk sale.
(5) The If the bulk sale is subject to
Chapter 3 (commencing with Section 6106), state the name and
address of the escrow agent with whom claims may be filed and the
last date for filing those claims, which shall be the business day
before the date stated under paragraph (4).
(c)
(b) At least 12 business days before the date of the
bulk sale, the notice shall be:
(1) Recorded in the office of the county recorder in the county or
counties in this state in which the tangible assets are located and,
if different, in the county in which the seller is located.
(2) Published at least once in a newspaper of general circulation
published in the judicial district in this state in which the
tangible assets are located and in the judicial district, if
different, in which the seller is located, if in either case there is
one, and if there is none, then in a newspaper of general
circulation in the county in which the judicial district is located.
If the tangible assets are located in more than one judicial district
in this state, the publication required under this paragraph shall
be in a newspaper of general circulation published in the judicial
district in this state in which a greater portion of the tangible
assets are located, on the date the notice is published, than in any
other judicial district in this state and, if different, in the
judicial district in which the seller is located. As used in this
subdivision, "business day" means any day other than a Saturday,
Sunday, or day observed as a holiday by the state government.
(3) Delivered or sent by registered or certified mail to the
county tax collector in the county or counties in this state in which
the tangible assets are located. If delivered during the period from
January 1 to May 7, inclusive, the notice shall be accompanied by a
completed business property statement with respect to property
involved in the bulk sale pursuant to Section 441 of the Revenue and
Taxation Code.
CHAPTER 3. ESCROW AND LIABILITY
6106. (a) As used in this chapter, "bulk sale" means a sale not
in the ordinary course of the seller's business, other than a sale by
auction or conducted by a liquidator, of more than one-half of the
seller's inventory and equipment, as measured by value on the date of
the bulk-sale agreement, where that sale includes inventory or
equipment purchased or otherwise obtained from a licensee.
(b) This chapter applies to a bulk sale only if the bulk sale
includes inventory or equipment purchased or otherwise obtained from
a licensee.
6106.2. (a) Upon every bulk sale, it is the duty of the escrow
agent to apply the consideration so far as necessary to pay those
debts of the seller for which the claims are due and payable on or
before the date of the bulk sale and are received in writing by the
escrow agent on or prior to the date specified as the last date to
file claims. This duty of the escrow agent runs to each claimant
timely filing the claim. Claims shall be deemed timely filed only if
actually received by the escrow agent before the close of business on
the day specified as the last date to file those claims.
(b) If the seller disputes whether a claim is due and payable on
the date of the bulk sale or the amount of any claim, the escrow
agent shall withhold from distribution an amount equal to (1) 125
percent of the first seven thousand five hundred dollars ($7,500) of
the claim, and (2) an amount equal to that portion of the claim in
excess of the first seven thousand five hundred dollars ($7,500), or
the pro rata amount under subdivision (b) of Section 6106.4, if
applicable, and shall send a written notice to the claimant filing
the claim on or before two business days after the distribution that
the amount will be paid to the seller, or to the other claimants in
accordance with subdivision (b) of Section 6106.4, as the case may
be, unless attached within 25 days from the mailing of the notice.
Any portion of the amount withheld which is not attached by the
claimant within that time shall be paid by the escrow agent to the
seller, or to the other claimants in accordance with subdivision (b)
of Section 6106.4 if they have not been paid in full. An attachment
of any amount so withheld shall be limited in its effect to the
amount withheld for the attaching claimant and shall give the
attaching claimant no greater priority or rights with respect to its
claim than the claimant would have had if the claim had not been
disputed. For purposes of this subdivision, a claimant may obtain the
issuance of an attachment for a claim which is less than five
hundred dollars ($500) and which otherwise meets the requirements of
Section 483.010 of the Code of Civil Procedure or which is a secured
claim or lien of the type described in Section 483.010 of the Code of
Civil Procedure. The remedy in this subdivision shall be in addition
to any other remedies the claimant may have, including any right to
attach the property intended to be transferred or any other property.
(c) The escrow agent shall, within 45 days after the buyer takes
legal title to any of the goods, either pay to the extent of the cash
consideration the claims filed and not disputed, or the applicable
portion thereof to the extent of the cash consideration under
subdivision (b) of Section 6106.4, or institute an action in
interpleader pursuant to subdivision (b) of Section 386 of the Code
of Civil Procedure and deposit the consideration with the clerk of
the court pursuant to subdivision (c) of that section. The action
shall be brought in the appropriate court in the county where the
seller had its principal place of business in this state. Sections
386.1 and 386.6 of the Code of Civil Procedure shall apply in the
action.
(d) This section shall not be construed to release any security
interest or other lien on the property which is the subject of the
bulk sale except upon a voluntary release by the secured party or
lienholder.
6106.4. The intended buyer shall deposit with the escrow agent
the full amount of the purchase price or consideration. If, at the
time the bulk sale is otherwise ready to be consummated, the amount
of cash deposited or agreed to be deposited at or prior to
consummation in the escrow is insufficient to pay in full all of the
claims filed with the escrow agent, the escrow agent shall do each of
the following:
(a) (1) Delay the distribution of the consideration and the
passing of legal title for a period of not less than 25 days nor more
than 30 days from the date the notice required in paragraph (2) is
mailed.
(2) Within five business days after the time the bulk sale would
otherwise have been consummated, send a written notice to each
claimant who has filed a claim stating the total consideration
deposited or agreed to be deposited in the escrow, the name of each
claimant who filed a claim against the escrow and the amount of each
claim, the amount proposed to be paid to each claimant, the new date
scheduled for the passing of legal title pursuant to paragraph (1)
and the date on or before which distribution will be made to
claimants which shall not be more than five days after the new date
specified for the passing of legal title.
(3) If no written objection to the distribution described in the
notice required by paragraph (2) is received by the escrow agent
prior to the new date specified in the notice for the passing of
legal title, the escrow agent shall not be liable to any person to
whom the notice required by paragraph (2) was sent for any good faith
error that may have been committed in allocating and distributing
the consideration as stated in the notice.
(b) Distribute the consideration in the following order of
priorities:
(1) All obligations owing to the United States, to the extent
given priority by federal law.
(2) Secured claims, including statutory and judicial liens, to the
extent of the consideration fairly attributable to the value of the
properties securing the claims and in accordance with the priorities
provided by law. A secured creditor shall participate in the
distribution pursuant to this subdivision only if a release of lien
is deposited by the secured creditor conditioned only upon receiving
an amount equal to the distribution.
(3) Escrow and professional charges and brokers' fees attributable
directly to the sale.
(4) Wage claims given priority by Section 1205 of the Code of
Civil Procedure.
(5) All other tax claims.
(6) All other unsecured claims pro rata, including any deficiency
claims of partially secured creditors.
(c) To the extent that an obligation of the buyer to pay cash in
the future is a part of the consideration and the cash consideration
is not sufficient to pay all claims filed in full, apply all
principal and interest received on the obligation to the payment of
claims in accordance with subdivision (b) until they are paid in full
before making any payment to the seller. In that case, the notice
sent pursuant to subdivision (a) shall state the amount, terms, and
due dates of the obligation and the portion of the claims expected to
be paid thereby.
No funds may be drawn from the escrow, prior to the actual closing
and completion of the escrow, for the payment, in whole or in part,
of any commission, fee, or other consideration as compensation for a
service that is contingent upon the performance of any act,
condition, or instruction set forth in the escrow.
6106.6. This division shall apply to a bulk sale if the date of
the bulk-sale agreement is on or after January 1, 2013.
6107. (a) Except as provided in subdivision (c), and subject to
the limitation in subdivision (d), a buyer in a bulk sale who fails
to comply with the requirements of Section 6104 with respect to a
claimant is liable to the claimant for damages in the amount of the
claim, reduced by any amount that the claimant would not have
realized if the buyer had complied.
(b) In an action under subdivision (a), the claimant has the
burden of establishing the validity and amount of the claim, and the
buyer has the burden of establishing the amount that the claimant
would not have realized if the buyer had complied.
(c) A buyer in a bulk sale who made a good faith and commercially
reasonable effort to comply with the requirements of Section 6104 or
to exclude the sale from the application of this division under
subdivision (c) of Section 6103 is not liable to creditors for
failure to comply with the requirements of Section 6104. The buyer
has the burden of establishing the good faith and commercial
reasonableness of the effort.
(d) In a single bulk sale, the cumulative liability of the buyer
for failure to comply with the requirements of Section 6104 may not
exceed an amount equal to any of the following:
(1) If the assets
consist only of inventory and equipment, twice the net contract
price, less the amount of any part of the net contract price paid to
or applied for the benefit of the seller or a claimant except to the
extent that the payment or application is applied to a debt which is
secured by the assets and which has been taken into consideration in
determining the net contract price.
(2) If the assets include property other than inventory and
equipment, twice the net value of the inventory and equipment less
the amount of the portion of any part of the net contract price paid
to or applied for the benefit of the seller or a claimant which is
allocable to the inventory and equipment except to the extent that
the payment or application is applied to a debt which is secured by
the assets and which has been taken into consideration in determining
the net contract price.
(e) For the purposes of paragraph (2) of subdivision (d), the "net
value" of an asset is the value of the asset less each of the
following:
(1) The amount of any proceeds of the sale of an asset, to the
extent the proceeds are applied in partial or total satisfaction of a
debt secured by the asset.
(2) The amount of any debt to the extent it is secured by a
security interest or lien that is enforceable against the asset
before and after it has been sold to a buyer. If a debt is secured by
an asset and other property of the seller, the amount of the debt
secured by a security interest or lien that is enforceable against
the asset is determined by multiplying the debt by a fraction, the
numerator of which is the value of the asset on the date of the bulk
sale and the denominator of which is the value of all property
securing the debt on the date of the bulk sale. The portion of a part
of the net contract price paid to or applied for the benefit of the
seller or a claimant that is "allocable to the inventory and
equipment" is the portion that bears the same ratio to that part of
the net contract price as the net value of the inventory and
equipment bears to the net value of all of the assets.
(f) A payment made by the buyer to a person to whom the buyer is,
or believes it is, liable under subdivision (a) reduces pro tanto the
buyer's cumulative liability under subdivision (d).
(g) No action may be brought under subdivision (a) by or on behalf
of a claimant whose claim is unliquidated or contingent.
(h) A buyer's failure to comply with the requirements of Section
6104 does not do any of the following:
(1) Impair the buyer's rights in or title to the assets.
(2) Render the sale ineffective, void, or voidable.
(3) Entitle a claimant to more than a single satisfaction of its
claim.
(4) Create liability other than as provided in this chapter.
(i) Payment of the buyer's liability under subdivision (a)
discharges pro tanto the seller's debt to the claimant
(j) Unless otherwise agreed, a buyer has an immediate right of
reimbursement from the seller for any amount paid to a claimant in
partial or total satisfaction of the buyer's liability under
subdivision (a).
6108. (a) Except as provided in subdivision (b), an action under
this chapter against a buyer in a bulk sale shall be commenced within
one year after the date of the bulk sale.
(b) If the buyer conceals the fact that the sale has occurred, the
limitation is tolled and an action under this division may be
commenced within the earlier of the following:
(1) One year after the person bringing the action discovers that
the sale has occurred.
(2) One year after the person bringing the action should have
discovered that the sale has occurred, but no later than two years
after the date of the bulk sale. Complete noncompliance with the
requirements of this division does not of itself constitute
concealment.