Adrian Tabin Corp. v. Climax Boutique, Inc.

Gabrielli, J. (dissenting).

The question presented is whether subdivision (3) of section 6-104 of the Uniform Commercial Code has obviated the rule established by case law in New York that the buyer of a going, business in a bulk sale transaction must make adequate inquiry concerning the seller ’s undisclosed creditors or be subject to the claims of those creditors. We conclude that such an inquiry is required to be made.

On January 9, 1970, L. D. J. Dress, Inc. sold its dress shop to one Warman who, in turn, sold it to defendant, Climax Boutique, Inc., as a going business in a bulk sales…