(a) Except as provided in subsection (b) of this section, an action under this article against a buyer, auctioneer, or liquidator must be commenced within one year after the date of the bulk sale.
(b) If the buyer, auctioneer, or liquidator conceals the fact that the sale has occurred, the limitation is tolled and an action under this article may be commenced within the earlier of (i) one year after the person bringing the action discovers that the sale has occurred, or (ii) one year after the person bringing the action should have discovered that the sale has occurred, but no later than 2 years after the date of the bulk sale. Complete noncompliance with the requirements of this article does not of itself constitute concealment.
(c) An action under § 28:6-107(k) must be commenced within one year after the alleged violation occurs.
CREDIT(S)
(Dec. 30, 1963, 77 Stat. 717, Pub. L. 88-243, § 1; renumbered and amended, Apr. 9, 1997, D.C. Law 11-239, § 2, 44 DCR 936.)
Prior Uniform Statutory Provision: Section 6-111 (1987 Official Text).
Changes: Statute of limitations extended and clarified.
Purposes of Changes and New Matter:
1. This Article imposes liability upon only those who do not make a good faith and commercially reasonable effort to comply with the requirements of the Article or to exclude the sale from the application of the Article and who do not hold a good faith and commercially reasonable belief that the Article is inapplicable to the sale. Consequently, it extends the six-month limitation period of the 1987 Official Text, which applies to good faith transferees as well as those not in good faith, to one year. The period commences with the date of the bulk sale.
2. Cases decided under the 1987 Official Text of Article 6 disagree over whether the complete failure to comply with the requirements of that Article constitutes a concealment that tolls the limitation. This Article adopts the view that noncompliance does not of itself constitute concealment.
3. This Article does not contemplate tolling the limitation for actions against a person in control of the seller who fails to distribute the net contract price in accordance with the schedule of distribution. Those actions must be commenced within one year after the alleged violation occurs.
Cross-References:
Point 1: Sections 1-201, 6-102, 6-107 and 6-108.
Point 3: Section 6-107.
Definitional Cross-References:
“Action”. Section 1-201.
“Auctioneer”. Section 6-102.
“Buyer”. Section 2-103.
“Date of the bulk sale”. Section 6-102.
“Liquidator”. Section 6-102.
HISTORICAL AND STATUTORY NOTES
Prior Codifications
1981 Ed., § 28:6-110.
1973 Ed., § 28:6-110.
Legislative History of Laws
For legislative history of D.C. Law 11-239, see Historical and Statutory Notes following § 28:6-101.
