of the Chan Robles Virtual Law Library This page features the full text of Act No. 3952 "The Bulk Sales Law" AN ACT TO REGULATE THE SALE, TRANSFER, MORTGAGE OR ASSIGNMENT OF GOODS, WARES, MERCHANDISE, PROVISIONS OR MATERIALS, IN BULK, AND PRESCRIBING PENALTIES FOR THE VIOLATION OF THE PROVISIONS THEREOF. ACT NO. 3952 chan robles virtual law library
Section
1. This Act shall be known
as "The Bulk Sales Law."
chan robles virtual law library
Sec.
2. Sale and transfer in
bulk. — Any sale, transfer, mortgage or assignment of a stock of goods,
wares, merchandise, provisions, or materials otherwise than in the
ordinary
course of trade and the regular prosecution of the business of the
vendor,
mortgagor, transferor, or assignor, or sale, transfer, mortgage or
assignment
of all, or substantially all, of the business or trade theretofore
conducted
by the vendor, mortgagor, transferor, or assignor, or of all, or
substantially
all, of the fixtures and equipment used in and about the business of
the
vendor, mortgagor, transferor, or assignor, shall be deemed to be a
sale
and transfer in bulk, in contemplation of this Act: Provided, however,
That if such vendor, mortgagor, transferor or assignor, produces and
delivers
a written waiver of the provisions of this Act from his creditors as
shown
by verified statements, then, and in that case, the provisions of this
section shall not apply.
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robles virtual law library
Sec. 3. Statement of creditors. — It shall be the duty of every person who shall sell, mortgage, transfer, or assign any stock of goods, wares, merchandise, provisions or materials in bulk, for cash or on credit, before receiving from the vendee, mortgagee, or his, or its agent or representative any part of the purchase price thereof, or any promissory note, memorandum, or other evidence therefor, to deliver to such vendee, mortgagee, or agent, or if the vendee, mortgagee, or agent be a corporation, then to the president, vice-president, treasurer, secretary or manager of said corporation, or, if such vendee or mortgagee be a partnership firm, then to a member thereof, a written statement, sworn to substantially as hereinafter provided, of the names and addresses of all creditors to whom said vendor or mortgagor may be indebted, together with the amount of indebtedness due or owing, or to become due or owing by said vendor or mortgagor to each of said creditors, which statement shall be verified by an oath to the following effect:chanroblesvirtuallawlibrary chan robles virtual law library
Sec.
4. Fraudulent and void
sale, transfer or mortgage. — Whenever any person shall sell, mortgage,
transfer, or assign any stock of goods, wares, merchandise, provisions
or materials, in bulk, for cash or on credit, and shall receive any
part
of the purchase price, or any promissory note, or other evidence of
indebtedness
for said purchase price or advance upon mortgage, without having first
delivered to the vendee or mortgagee or to his or its agent or
representative,
the sworn statement provided for in section three hereof, and without
applying
the purchase or mortgage money of the said property to the pro rata
payment
of the bona fide claim or claims of the creditors of the vendor or
mortgagor,
as shown upon such sworn statement, he shall be deemed to have violated
this Act, and any such sale, transfer or mortgage shall be fraudulent
and
void.
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robles virtual law library
Sec. 5. Inventory. — It shall be the duty of every vendor, transferor, mortgagor, or assignor, at least ten days before the sale, transfer or execution of a mortgage upon any stock of goods, wares, merchandise, provisions or materials, in bulk, to make a full detailed inventory thereof and to preserve the same showing the quantity and, so far as is possible with the exercise of reasonable diligence, the cost price to the vendor, transferor, mortgagor or assignor of each article to be included in the sale, transfer or mortgage, and notify every creditor whose name and address is set forth in the verified statement of the vendor, transferor, mortgagor, or assignor, at least ten days before transferring possession thereof, personally or by registered mail, of the price, terms conditions of the sale, transfer, mortgage, or assignment. Sec. 6. Any vendor, transferor, mortgagor or assignor of any stock of goods, wares, merchandise, provisions or materials, in bulk, or any person acting for, or on behalf of any such vendor, transferor, mortgagor, or assignor, who shall knowingly or willfully make, or deliver or cause to be made or delivered, a statement, as provided for in section three hereof, which shall not include the names of all such creditors, with the correct amount due and to become due to each of them, or shall contain any false or untrue statement, shall be deemed to have violated the provisions of this Act. chan robles virtual law library Sec. 7. It shall be unlawful for any person, firm or corporation, as owner of any stock of goods, wares, merchandise, provisions or materials, in bulk, to transfer title to the same without consideration or for a nominal 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. chan robles virtual law library 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. chan robles virtual law library 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 pesos, or both such imprisonment and fine, in the discretion of the court. chan robles virtual law library
Sec.
12. This Act shall take
effect on its approval.
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robles virtual law library
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