A. J. Bumb, Trustee in Bankruptcy for Bryan Oldsmobile, Inc., a Bankrupt Corporation v. Paulin Motor Co., a Delaware Corporation

This is an appeal from a judgment of the District Court in favor of plaintiff-appellee, trustee in bankruptcy for Bryan Oldsmobile, Inc., a bankrupt corporation, and against defendant-appellant, Paulin Motor Co., a Delaware corporation, by which judgment a sale of assets from Bryan Oldsmobile to Paulin Motor Co. was set aside as constituting a voidable preference under § 60b of the Bankruptcy Act ( 11 U.S.C. § 96 ). We reverse.

Bryan Oldsmobile (the bankrupt) filed a petition in bankruptcy 18 February, 1966.

Bryan, for some twenty years, had been engaged in the business of selling automobiles, new and used, repair parts and accessories in Los Angeles, California. Paulin had been engaged in a similar business in Tucson, Arizona some eighteen years. Wm. J. Bryan, Sr., president of Bryan, and Robert W. Paul-in, president of Paulin, had known each other for several years.

In December of 1965 Bryan Sr. approached Paulin with a proposal to sell Bryan Oldsmobile to Paulin Motor Co. The negotiations between the parties culminated in an agreement on 3 January 1966, whereby Paulin would purchase Bryan Oldsmobile’s assets by appraisal and cost.

In order to consummate the sale, it was…