PART II. SALES OF MOTOR VEHICLE DEALERSHIPS
§2961. Limited availability of revocatory action
A. A revocatory action may not be brought in connection with the sale of a motor vehicle dealership if the requirements of this Part are met.
B. The transferor and the transferee shall, at least ten days before the completion of any such transfer or the payment of any consideration therefor, make a full and detailed inventory showing the quantity and, so far as possible with the exercise of reasonable diligence, the cost price to the transferor of each article to be included in the sale.
C. The transferee shall demand of and receive from the transferor, or if the transferor be a corporation, then from the president, vice president, secretary, or managing agent thereof, a written statement, sworn to substantially as hereinafter provided, of the names and addresses of all of the creditors of the transferor to whom the transferor may be indebted, together with the amount of indebtedness due and owing, and to become due and owing by the transferor to each of the creditors. The transferor shall furnish to the transferee such statement, which shall be verified by an oath to the following effect: State of Louisiana Parish of
Before me __________personally appeared ________(transferor or agent) who, being by me first duly sworn upon his oath, deposed and said that the foregoing statement contains the names of all the creditors of _______(name of transferor), together with their addresses, and that the amount set opposite each of their respective names is the amount now due and owing and which shall become due and owing by _________(transferor) to such creditors, and that there are not creditors holding claims due or which shall become due for or on account of goods, wares, merchandise, or fixtures, or equipment used or to be used in the display, manufacture, care, or delivery of any goods, wares, or merchandise, including movable store and office fixtures, vehicles, or other goods and chattels of the transferor's business purchased upon credit or on account of money borrowed to carry on the business of which the property is a part other than as set forth in said statement, and that the facts set out in this affidavit are within the personal knowledge of the affiant.
_____________________________
Sworn and subscribed to before me
this ___________day of_______, 19___.
_____________________________
Title of officer taking oath
D. The transferee shall, at least ten days before the completion of the transfer or the payment of any consideration therefor, notify personally, by registered mail, or by certified mail, every creditor listed or of whom he has knowledge or can, with reasonable diligence, acquire knowledge, of the time set for the transfer of the property and a copy of the statement of creditors. The transferee shall at least seven days before the completion of the transfer advertise in the official journal of the parish where the motor vehicle dealership is located giving the date, place, and time of the sale. Any creditor whose name has been omitted from the statement may give written notice of his claim to the transferee and shall thereafter be entitled to share equally with the other creditors entitled to the benefits of this Part as to the proceeds of such sale or transfer as are then held by the transferee.
E. No provision of this Part shall be construed as in any way compromising the rights of secured creditors, validly acquired, and their respective rankings as opposed to unsecured creditors, as it relates to their claims against the proceeds of a sale or transfer conducted in conformity with the Part.
F. A buyer of an automobile dealership who complies with the requirements of this Part shall be deemed to have acquired clear title to all of the assets of the acquired dealership, once the proceeds of the sale have been distributed in conformity with the requirements and provisions of this Part.
Acts 1992, No. 961, §1.
Notes of Decisions
Servi-Clean Indus., Inc. v. Tonti Manage. Corp., 294 So. 2d 580 (La. Ct. App. 1974).
· cites it 8× “The one year prescriptive period is arrived at on the reasoning that the failure to comply with LSA-R.S. 9:2961 et seq. is an offense or quasi offense which prescribes in one year.”
Servi-Clean Indus., Inc. v. Tonti Mgmt. Corp., 336 So. 2d 799 (La. 1976).
· cites it 4× “Servi-Clean had notice of the failure of the buyer to comply with the requirements of LSA-R.S. 9:2961 for more than one year prior to the filing of the petition in intervention.”
McDowell v. Chambers, 525 So. 2d 343 (La. Ct. App. 1988).
· cites it 8× “R.S. 9:2961 et seq.), that Beyer was therefore indebted to all creditors of the lessee in the amount of the value of the equipment ($25,000), and that an attachment should be issued for the seizure of the said equipment in Beyer’s possession.”
Ducuy v. Falgoust, 83 So. 2d 118 (La. 1955).
· cites it 2× “[18] One of the conditions in the contract was that the sale was to be passed under the Bulk Sales Law, LSA-R.S. 9:2961 et seq., and, consequently, that an inventory was to be taken within 10 days thereof.”
Foster Dev. Corp. v. Morning Treat Coffee Co. (In Re Morning Treat Coffee Co.), 77 B.R. 62 (Bankr. M.D. La. 1987).
· cites it 2× “estate subsequent to plan confirmation, I conclude that such enforcement ought to be prohibited by the Court when the plan contains no explicit provision with reference to it and when the creditor who proposes to to prosecute the right was actively involved in the Debtor’s…”
Fid. Credit Co. v. Winkle, 202 So. 2d 280 (La. 1967).
· cites it 3× “The Court of Appeal, however, stated that Fidelity conceded that the mortgage under attack was patently void as to the creditors of the transferor, having been executed in violation of LSA-R.S. 9:2961, and that the court was presented only with the effect of noncompliance with…”
Karageorge v. Cole, 565 So. 2d 502 (La. Ct. App. 1990).
“The sale was executed under the Bulk Sales Act, LSA-R.S. 9:2961 et seq. The sale did not include the building in which the business was located.”
Weiner's, Inc. v. Sunseri, 141 So. 2d 162 (La. Ct. App. 1962).
· cites it 2× “Defendant’s liability, without the expressed assumption, is fixed by the Bulk Sales Law of Louisiana, LSA-R.S. 9:2961 et seq., governing the sale, in bulk, out of the ordinary course of business or trade, or the usual prosecution of the business of the transferor (that of…”
King v. Adams Toyota, Inc., 722 F. Supp. 1379 (M.D. La. 1989).
· cites it 4× “There are no material issues of fact concerning Levis’ compliance with the Bulk Sales Law since plaintiff offered no evidence of noncompliance.”
Menard v. Associated Royal Crown Bottling Co., 249 So. 2d 363 (La. Ct. App. 1971).
“If in fact Allegheny purchased a partnership, division or corporate entity through a bulk sale of merchandise and equipment without compliance with the Bulk Sales Law, Allegheny may very well be held responsible for its debts.”
La. Rev. Stat. § 9:2961(A): 3 cases
Foster Dev. Corp. v. Morning Treat Coffee Co. (In Re Morning Treat Coffee Co.), 77 B.R. 62 (Bankr. M.D. La. 1987).
“estate subsequent to plan confirmation, I conclude that such enforcement ought to be prohibited by the Court when the plan contains no explicit provision with reference to it and when the creditor who proposes to to prosecute the right was actively involved in the Debtor’s…”
King v. Adams Toyota, Inc., 722 F. Supp. 1379 (M.D. La. 1989).
“There are no material issues of fact concerning Levis’ compliance with the Bulk Sales Law since plaintiff offered no evidence of noncompliance.”
McDowell v. Chambers, 525 So. 2d 343 (La. Ct. App. 1988).
“R.S. 9:2961 et seq.), that Beyer was therefore indebted to all creditors of the lessee in the amount of the value of the equipment ($25,000), and that an attachment should be issued for the seizure of the said equipment in Beyer’s possession.”
La. Rev. Stat. § 9:2961(B): 2 cases
McDowell v. Chambers, 525 So. 2d 343 (La. Ct. App. 1988).
“R.S. 9:2961 et seq.), that Beyer was therefore indebted to all creditors of the lessee in the amount of the value of the equipment ($25,000), and that an attachment should be issued for the seizure of the said equipment in Beyer’s possession.”
King v. Adams Toyota, Inc., 722 F. Supp. 1379 (M.D. La. 1989).
“There are no material issues of fact concerning Levis’ compliance with the Bulk Sales Law since plaintiff offered no evidence of noncompliance.”
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