JJ., dissent and vote to annul and grant the petition in a memorandum by Main, J. Main, J. (dissenting). We respectfully dissent. Construing the language of Tax Law § 1141 (c) to give effect to the plain meaning of the words used therein, as we must (see, McKinney’s Cons Laws of NY, Book 1, Statutes § 76; see also, People v Floyd J., 61 NY2d 895, 896; Eaton v New York City Conciliation & Appeals Bd., 56 NY2d 340, 345), we think it it clear that liability for taxes due from the seller in a bulk sale transaction rests secondarily only upon the immediate purchaser, transferee or assignee in that transaction who has failed to notify the State Tax Commission of such bulk sale (see, Matter of Sam’s Big M Supermarket, Opns St Tax Commn [Oct. 26, 1977]; see also, Schleidt v Stamler, 106 AD2d 264, 265). Here, the Calderones, as sellers, dealt exclusively with Levine and Nordheimer, who negotiated on their own behalf for the purchase in question and in whose favor all documents, including the bill of sale, were executed by the Calderones. It was only after the sales transaction between the Calderones and Levine and Nordheimer had been fully completed that Levine and Nordheimer assigned their rights to petitioner. Thus, with regard to any taxes due from the Calderones’ Caiga Service Center, only Levine and Nordheimer, as the immediate purchasers, were potentially liable, and the Tax Commission’s determination that petitioner was liable therefor was arbitrary and capricious. Accordingly, we would annul the determination and grant the petition without ever reaching the issue of whether the transaction in question was indeed a bulk sale for purposes of Tax Law § 1141 (c).