Spurr v. Travis

• Court: Supreme Court of Michigan
• Citation: 108 N.W. 1090,145 Mich. 721
• Parties: SPURR et al. v. TRAVIS et al.
• Decision Date: 20 September 1906

145 Mich. 721
108 N.W. 1090

SPURR et al.
v.
TRAVIS et al.

Supreme Court of Michigan.

Sept. 20, 1906.

Error to Circuit Court, Lapeer County; George W. Smith, Judge.

Action by Howard W. Spurr and others against Dayton A. Travis and others. Judgment for plaintiffs. Defendants bring error. Affirmed.

Argued before GRANT, BLAIR, MONTGOMERY, OSTRANDER, and MOORE, JJ.

[108 N.W. 1091]

A. H. Perkins, for appellants.

W. E. Brown, for appellees.

MONTGOMERY, J.

This case involves the question of the validity of the ‘sales in bulk act,’ so called, being Act No. 223, p. 322, of the Public Acts of 1905. The circuit judge held the act valid, and defendants have brought the case before us for review on writ of error.

The material portion of the act reads as follows: ‘The sale, transfer or assignment, in bulk, of any part or the whole of a stock of merchandise, or merchandise and the fixtures pertaining to the conducting of said business, otherwise than in the ordinary course of trade and in the regular and usual prosecution of the business of the seller, transferor or assignor, shall be void as against the creditors of the seller, transferor, assignor, unless the seller, transferor, assignor and purchaser, transferee and assignee, shall, at least five days before the sale, make a full detailed inventory, showing the quantity and, so far as possible with exercise of reasonable diligence, the cost price to the seller, transferor, and assignor of each article to be included in the sale; and unless the purchaser, transferee and assignee demands and receives from the seller, transferor and assignor a written list of names and addresses of the creditors of the seller, transferor and assignor, with the amount of the indebtedness due or owing to each, and certified by the seller, transferor and assignor, under oath, to be a full, accurate and complete list of his creditors, and of his indebtedness; and unless the purchaser, transferee and assignee shall, at least five days before taking possession of such merchandise, or merchandise and fixtures, or paying therefor, notify personally, or by registered mail, every creditor whose name and address are stated in said list, or of which he had knowledge, of the proposed sale and of the price, terms and conditions thereof.’ It is the contention of the appellant that this statute violates section 32, article 6, of the Constitution of the state, which provides that no person shall be deprived of life, liberty, or property without due process of law. It is also contended that the act violates section 1, of article 14, of the amendments to the federal Constitution, by denying to the vendor and vendee respectively the equal protection of the laws of the State, and by abridging their respective privileges and immunities as citizens of the United States. There is no invasion of the fourteenth amendment by discriminating between citizens of different states. The terms of the act are equally applicable to residents and nonresidents, so that this is not class legislation in this sense. People v. Gay, 107 Mich. 422, 65 N. W. 292,30 L. R. A. 464.

It is contended that the act is class legislation for two reasons: First, because it limits its operation to merchants and does not include farmers, manufacturers, etc.; and, second, that it does not relate to merchants who owe no debts. A sufficient reason for not including within its provisions merchants who owe no debts is found in the apparent purpose of the act, which is to protect creditors. If there be no creditor, there is no one requiring protection. It would be a novel application of the doctrine which forbids class legislation to hold that creditors of such merchants as have creditors may not be protected by regulation of transfers by such merchants because the provisions cannot properly be made applicable to others having no creditors. Nor is it class legislation within the meaning of this term as used to express an unconstitutional exercise of power to limit the application of the act to a particular calling or relation. People v. Bellet, 99 Mich. 151, 57 N. W. 1094,22 L. R. A. 696, 41 Am. St. Rep. 589. In Cooley on Constitutional Limitations, p. 554 (7th Ed.) it is said: ‘Laws...