specially concurring:
I concur with the result of Justice Knecht’s opinion and recognize the validity of his reasoning in finding the existence of promissory estoppel. However, it appears to me that the same result is required by interpretation of the provisions under article 6 of the Illinois Uniform Commercial Code — Bulk Transfers (the Code) (Ill. Rev. Stat. 1985, ch. 26, pars. 6 — 101 through 6 — 110). A transferee must obtain the list of creditors from the transferor (Ill. Rev. Stat. 1985, ch. 26, par. 6 — 104), and the transferee must give notice to the creditors (Ill. Rev. Stat. 1985, ch. 26, pars. 6 — 105, 6 — 106). Normally, noncompliance results in the purchaser’s title being defective and subject to a judgment and levy in favor of the creditors, with the action by creditors to be brought within six months. Ill. Rev. Stat. 1985, ch. 26, pars. 6 — 108, 6 — 109, 6 — 110.
As set forth in Justice Knecht’s opinion, the notice under the provisions of section 6 — 106 of the Code (Ill. Rev. Stat. 1985, ch. 26, par. 6 — 106) can be in one or two forms. The form used in the present transaction stated the debts of the transferor would be “paid in full as they fall due as a result of this transaction.” My interpretation of the intent of the Code would place the burden of guarantor on any transferee who sends out this type of notice. The guarantee would extend to every creditor listed on the transferor’s list of creditors provided in compliance with the requirements of section 6 — 104 of the Code (Ill. Rev. Stat. 1985, ch. 26, par. 6 — 104).
Who is in a better position to determine whether funds are available? The transferee has the list of creditors and can obtain the amounts of the debts. If it is determined that debts do excéed the sale price, new notices can be prepared or the transaction terminated. As adequately set forth in Justice Knecht’s opinion, the creditors are lulled into inaction and deprived of any possible action by the erroneous type of notice. Because of the opportunity of the transferee to correct the improper notice prior to closing and the transferee being in the best position to discover his error, I would extend this guarantor liability to every bulk transaction where the short form notice is given, limited, as previously stated, only by the list provided under section 6 — 104 of the Code.
By my interpretation of the Code, I do not find it necessary to base my conclusion on Restatement (Second) of Contracts. Restatement (Second) of Contracts §88 (1981).