Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Seattle Lodge No. 211 v. Par-T-Pak Beverage Co.

February 4, 1960

SEATTLE LODGE NO. 211, LOYAL ORDER OF MOOSE, APPELLANT,
v.
PAR-T-PAK BEVERAGE CO., INC., ET AL., RESPONDENTS



Appeal from a judgment of the Superior Court for King county, Nos. 502522, 505376, William J. Wilkins, J., entered June 23, 1958, upon findings partially in favor of the plaintiff, in consolidated actions to foreclose a landlord's lien.

Mallery, J. Weaver, C. J., Donworth, Rosellini, and Hunter, JJ., concur.

Author: Mallery

This is a landlord's lien foreclosure action against a tenant and the tenant's successor for back rent and for light, water, and tax bills incurred and owed by the tenant and its successor, which the landlord paid.

The Moose Lodge rented a building to the defendant Par-T-Pak Beverage Co., Inc., for one thousand dollars a month, tenant to pay all taxes. In 1956, Par-T-Pak notified the landlord that it wished to terminate the lease as of January 31, 1957. On January 6, 1957, Par-T-Pak, then insolvent, sold substantially all of its physical assets to the defendant Nehi Beverage Company. The purchase price was twenty thousand dollars, and the assets were taken subject to a previously existing chattel mortgage. It was paid off, and the purchase price was paid into escrow and distributed in accordance with an escrow agreement. A small balance was later turned over to the receiver when bankruptcy proceedings were instituted. Defendant Nehi Beverage Company occupied the premises from the date of the sale to the termination of the lease, a total of twenty-five days. At the termination of the lease on January 31, 1957, there was owing $3,562.01 for rent, taxes, water, and light.

On December 31, 1956, the landlord filed an action against Par-T-Pak to foreclose its landlord's lien. It did not join Nehi Beverage Company as party defendant until January, 1958. The landlord was aware of the sale of the assets and, in fact, had encouraged it so that the assets would be removed from the building to make it available for another tenant.

Par-T-Pak was insolvent, so the landlord attempted to assert its landlord's lien against Nehi Beverage Company. Par-T-Pak stipulated to liability as to all items except those accruing during the occupancy of the Nehi Beverage Company, so a judgment against Par-T-Pak was entered and

is not here in question. Judgment was entered in favor of the Nehi Beverage Company, and the landlord appeals from that judgment only.

The appellant contends the trial court erred in finding that the bulk sales act did not apply to the respondents.

[1] The bulk sales act does not automatically apply in this case because Par-T-Pak was a manufacturer. Mill & Logging Supply Co. v. West Tenino Lbr. Co., 44 Wash. 2d 102, 265 P.2d 807. The appellant relies upon Arnold v. King, 236 F. (2d) 877, but that case is distinguished because the business there consisted of buying, processing, grading, packaging, and selling eggs; no manufacturing occurred. In the instant case, Par-T-Pak took various component products and combined them to make, or manufacture, soft drink beverages.

[2-4] However, Par-T-Pak and the Nehi Beverage Company specified in their contract of sale that the terms of the bulk sales act were to be complied with. Since parties to a contract can incorporate a statute by reference, and since it was a benefit to Par-T-Pak to do so for the protection of its creditors in the event of insolvency, the bulk sales act was made applicable to the respondents. The bulk sales act sets out the creditors to be protected in RCW 63.08.020. They are:

". . . all persons to whom the vendor is indebted for or on account of services, commodities, goods, wares, or merchandise, or fixtures and equipment, used in or about or furnished to the business of the vendor, or for or on account of money borrowed to carry on the business of the vendor or for or on account of labor employed in the course of the business of the vendor, of which the goods, wares, and merchandise, or fixtures and equipment, bargained for or purchased, are a part, together with the amount of indebtedness due and owing and to become due and owing, by the vendor, to each of the creditors and the amount of unpaid taxes with respect to the operation of the business of the vendor; . . ."

It will be noted that rent (for which a landlord has a lien) is not one of the items protected under the bulk sales act. Hence, liability ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.