Tassone

—Plaintiff-respondent Raleigh Industries of America, Inc. (Raleigh) and defendant-appellant Tassone, competing creditors of defendant Meredith, sought to satisfy their claims by resort to the inventory, equipment, and fixtures of a now-defunct bicycle business operated by Meredith.

*695 Meredith defaulted in the action, and Raleigh obtained judgment against him for $18,000. Thereafter in a nonjuiy trial between Raleigh and Tassone, the trial court found that a prior transfer of inventory to Tassone had violated the bulk transfer law (Cal. U. Com. Code, § 6101 ff.), and in February 1976 the court ordered the inventory sold at public auction to satisfy Raleigh’s judgment. 1 Tassone appeals.

History of the Controversy

For 20 months prior to August 1974, Tassone operated a bicycle shop in the San Fernando Valley. The business was a dealership franchised by Raleigh, a manufacturer of bicycles, bicycle accessories, and parts. In August 1974 Tassone sold the physical assets and the business for $39,000 to Meredith, who made a down payment of $18,000 and executed a promissory note for the balance of $21,000. A security agreement provided for a security interest in inventory,…

—I concur in the opinion and disposition of the appeal reached by my learned colleague. However, I believe that it would have been possible to affirm the judgment upon bases not considered in the court’s opinion. The exhibits in the record and undisputed evidence reveal that Tassone has already been paid in full for everything he delivered to Meredith; and that Tassone does not have a valid chattel mortgage as has been determined by the trial court in the findings and judgment before us.

Tassone predicates his “security interest” on a sale made by him to Meredith on August 19, 1974, whereby Tassone sold his inventory and fixtures and allegedly sold his business operated under the name of “Gus Dandos Raleigh Cycle Center" (Dandos) and the good will thereof to Meredith. The sale was consummated by: (a) payment of $18,000 cash; (b) the execution of three documents included in Tassone’s exhibit C entitled (1) “Agreement” (Agreement), (2) “Security Agreement—Accounts Receivable,” and (3) “Security Interest in Goods and Chattels;” and (c) execution of a promissory note for $20,902.86 (defendant’s exhibit D) called for by Agreement.

In pertinent part, Agreement provides:

Agreement…

—I concur in a reversal of the judgment but must respectfully dissent from the majority .decision to award Raleigh an interest in that part of the inventory which consists of replacement items.

*709 The two opinions which comprise the majority give some evidence of the difficulties we have encountered in attempting to effect a resolution in this case. The majority perceives a potential for fraud in the way in which Tassone conducted himself and thus have, in my opinion, misapplied the clear provisions of the California Uniform Commercial Code in an effort to reach a result which is “commercially sound.”

It could well be that the result which I believe to be compelled by the statutes is not “commercially sound” and would under some circumstances permit the perpetration of a fraud. There is no evidence in this case, however, that the arrangement between Meredith and Tassone was conceived in fraud. If the Uniform Commercial Code as adopted in California has a weakness, the Legislature is the proper branch of government to provide the correction. It is not proper for this court to add concepts to the statutory law which it does not contain nor to give interpretation to its words…

Plaintiff-respondent Raleigh Industries of America, Inc. (Raleigh) and defendant-appellant Tassone, competing creditors of defendant Meredith, sought to satisfy their claims by resort to the inventory, equipment, and fixtures of a now-defunct bicycle business operated by Meredith.

Meredith defaulted in the action, and Raleigh obtained judgment against him for $18,000. Thereafter in a nonjury trial between Raleigh and Tassone, the trial court found that a prior transfer of inventory to Tassone had violated the bulk transfer law (Cal. U. Com. Code, § 6101 ff. ), and in February 1976 the court ordered the inventory sold at public auction to satisfy Raleigh's judgment. [1] Tassone appeals.

For 20 months prior to August 1974, Tassone operated a bicycle shop in the San Fernando Valley. The business was a dealership franchised by Raleigh, a manufacturer of bicycles, bicycle accessories, and parts. In August 1974 Tassone sold the physical assets and the business for $39,000 to Meredith, who made a down payment of $18,000 and executed a promissory note for the balance of $21,000. A security agreement provided for a security interest in inventory, fixtures, and…