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02/24/76 NATIONAL BANK ROYAL OAK v. FRYDLEWICZ

February 24, 1976

NATIONAL BANK OF ROYAL OAK
v.
FRYDLEWICZ



Appeal from Oakland, William P. Hampton, J.

N. J. Kaufman, P. J., and T. M. Burns and M. F. Cavanagh, JJ.

SYLLABUS BY THE COURT

1. Secured Transactions -- Sales -- Bulk Transfers -- Creditors -- Uniform Commercial Code.

Any transfer in bulk not in the ordinary course of business of a major part of the materials, supplies, merchandise or other inventory of an enterprise subject to article 6 of the Uniform Commercial Code is a bulk transfer which is ineffective against any creditor of the transferor where the transferee has failed to require the transferor to furnish a list of existing creditors (MCLA 440.6102[1]; MSA 19.6102[1]).

2. Secured Transactions -- Sales -- Sale of Inventory -- Extraordinary Transactions -- Uniform Commercial Code -- Bulk Transfers.

The closing of a retail store and bulk sale of its stock constitutes an extraordinary transaction which is a bulk transfer within the meaning of the Uniform Commercial Code (MCLA 440.6102[1]; MSA 19.6102[1]).

3. Secured Transactions -- Sales -- Bulk Sales -- Uniform Commercial Code -- Prevention of Fraud.

The bulk sales law was promulgated to protect a creditor from a merchant, owing debts, who sells out his stock in trade to anyone for any price, pockets the proceeds, and disappears leaving the creditors unpaid.

4. Secured Transactions -- Sales -- Inventory -- Bulk Transfers -- Uniform Commercial Code -- Retail Outlets -- Enterprises.

A retail outlet owned by a wholesaler may be a separate "enterprise" within the meaning of the statute regulating bulk transfers and its inventory, rather than that of the wholesaler, may be considered when determining whether the outlet has engaged in a bulk transfer of a major part of inventory (MCLA 440.9301[1]; MSA 19.9301[1]).

5. Damages -- Sales -- Fraud -- Fair Market Value.

The amount of an award is determined by the fair market value of transferred items where the remedy for a transfer of goods in violation of a security interest is money damages.

6. Vendor and Purchaser -- Fraudulent Conveyance -- Substance of Transaction -- Avoiding Profit.

Michigan law looks to the substance of a transaction to avoid profit from a ...


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