Last year, we reported that Ontario introduced legislation which
passed its first reading in the Ontario legislature and, if carried
forward through all the stages of the legislative process, would
repeal the Ontario's Bulk Sales Act (the
"BSA").
The BSA applied to any sale of assets of all or part of a
business, when the sale was not considered part of the ordinary
course of business. Under the BSA, the buyer in an asset deal was
required to obtain from the vendor a list of all the vendor's
secured and unsecured trade creditors, verified by an affidavit of
the vendor, and to ensure such trade creditors were paid unless
claims of the secured and unsecured trade creditors did not each
exceed a total of $2,500. Within five days of the completion of the
transaction, the buyer had to file with the applicable court house
its own affidavit (and related materials) setting out the
particulars of the sale. The potential consequences of the failure
to comply with the BSA were
