HAS THE CLOCK RUN OUT ON THE BULK SALES ACT: TAX TIME AND OTHER RECENT CASES

Abstract

Starting in Louisiana in 1894, bulk sales legislation spread like a pestilence through the United States so that within 20 years it had infected every state, From there, it also spread across the border into Canada so that, within a few more years, every province and territory had contracted it. However, bulk sales laws never spread south to Mexico or beyond the North American continent. After a lapse of almost 60 years, a push to eradicate bulk sales laws began in British Columbia in 1983. Following a groundbreaking report from the Law Reform Commission of British Columbia, British Columbia became, in 1985, the first jurisdiction in North America to repeal its legislation. Within a decade, law reform commissions in Manitoba (1988), Alberta (1990), Saskatchewan (1990), and the Northwest Territories (1990) had issued separate reports recommending repeal of their bulk sales statutes . Alberta, Saskatchewan, Manitoba, the Northwest Territories and the Yukon quickly did so. Almost a decade has passed so that, the country is almost divided evenly between those jurisdictions which are BSA-free and those which still have it. This article examines four recent cases that may collectively serve to reinvigorate the drive to eradicate bulk sales laws in those provinces that have so far been resistant to change. The cases culminated in a 2001 decision of the Ontario Court of Appeal in which the BSA was invoked to force a buyer to pay an unsecured creditor even though the proceeds of the bulk sales were not dissipated but were, in fact, applied in accordance with the evident priorities of the secured creditors.