Opinion of the Court-Truitt, J.

of a misdemeanor, and subjects them to the penalty provided in the act for that crime." And in the opinion a further objection is stated as follows: "Now, it will be noticed that nowhere in its provisions is there any exemption of any sale by administrators, executors, trustees, assignees for the benefit of creditors, trustees in bankruptcy, or public officers acting under judicial process. There being no such exemption, it would seem that such sales of merchandise owned by debtors, made by persons acting in a fiduciary capacity under judicial process, must also be made in accordance with the provisions of the act, in order that the seller and purchaser may avoid the penalties provided. It is evident that such a law would not only deprive property of one of its chief attributes, but would greatly hamper the administration of estates and retard the enforcing of judicial process." It is not probable that a law with such drastic and unreasonable provisions as the Utah statute had would ever be sustained by any court.

It is generally conceded that state legislatures have the right to enact reasonable laws to prevent fraudulent sales of property and to protect creditors, and that this right falls within the general scope of police power will not be denied. But the police power must stop where it comes against the provisions of the constitution. It must be exercised for a reasonable and beneficial purpose to the general public or to a special class of business.

In the syllabus of Hirth-Krause Co. v. Cohen, 177 Ind. 1, 97 N. E. 1, Ann. Cas. 1914C, 708, which is a case decided in 1912, by the supreme court of Indiana, it is stated: "Acts 1909, c. 49, sec. 1, making a sale of goods or merchandise in bulk void, unless in the ordinary course of trade, and unless an inventory be made before the sale showing the quantity of the goods, and the cost of each article, and unless the purchaser demand and receive from the seller a written list of names and addresses of the seller's creditors, with the amount of indebtedness, and unless the purchaser before taking possession shall notify personally the creditors named in the list, or known to him, of the proposed sale, and the price and con

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ditions thereof, is a proper exercise of the state's police power."

In Spurr v. Travis, 145 Mich. 721, 116 Am. St. 330, 108 N. W. 1090, 9 Ann. Cas. 250, which is a leading case, the supreme court of Michigan held that the "sales in bulk" statute of that state did not violate the constitution, and in discussing that point the opinion says: "Does the act conflict with section 32 of article 6 of the constitution? It may be conceded that an act which should prohibit the sale of property of any character, either generally or for a stated time, without any adequate purpose or object, would constitute such an interference with the property and liberty of the individual as is inhibited by this section. The courts have, however, never treated this or similar provisions as prohibitive of legislation in the exercise of the police power which regulates the manner of the use or disposition of property, even though a temporary inconvenience may be suffered by the owner.' And in the case of Musselman Grocer Co. v. Kidd etc. Co., 151 Mich. 478, 115 N. W. 409, the same court held that the act was not in conflict with any of the provisions of the Michigan constitution, or of section 1 of the fourteenth amendment of the constitution of the United States. The plaintiff in error, being dissatisfied with the decision, carried the case to the supreme court of the United States, which, in 1910, held that the Michigan law was based on a proper and reasonable classification of business and did not violate the fourteenth amendment to the federal constitution. (Kidd, Dater & Price Co. v. Musselman Grocer Co., 217 U. S. 461, 30 Sup. Ct. 606, 54 L. ed. 839.) In this holding, the court followed its previous ruling, made in the case of Lemieux v. Young, 211 U. S. 489, 29 Sup. Ct. 174, 53 L. ed. 295, which involved the same question with reference to a similar statute of Connecticut. In delivering the opinion in Lemieux v. Young, supra, Mr. Justice White said: "The supreme court of errors, in upholding the validity of the statute, decided that the subject with which it dealt was within the police power of the state, as the statute alone sought to regulate the manner of disposing of a stock in trade outside of the regular course

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of business, by methods which, if uncontrolled, were often resorted to for the consummation of fraud, to the injury of innocent creditors. In considering whether the requirements of the statute were so onerous and restrictive as to be repugnant to the fourteenth amendment, the court said: 'It does not seem to us, either from a consideration of the requirements themselves of the act, or of the facts of the case before us, that the restrictions placed by the legislature upon sales of the kind in question are such as will cause such serious inconvenience to those affected by them as will amount to any unconstitutional deprivation of property. A retail dealer who owes no debts may lawfully sell his entire stock without giving the required notice. One who is indebted may make a valid sale without such notice, by paying his debts, even after the sale is made. Insolvent and fraudulent vendors are those who will be chiefly affected by the act, and it is for the protection of creditors against sales by them of their entire stock at a single transaction, and not in the regular course of business, that its provisions are aimed.'' And Mr. Justice White further said: "That the court below was right in holding that the subject with which the statute dealt was within the lawful scope of the police authority of the state, we think is too clear to require discussion."

We think the foregoing authorities are decisive as to the first point submitted by appellant, but will say that as the state of Washington has a law substantially like ours on this subject, and as the same question was presented to the supreme court of that state as is here presented in the case at bar, we refer to the case of McDaniels v. J. J. Connelly Shoe Co., 30 Wash. 549, 94 Am. St. 889, 71 Pac. 37, 60 L. R. A. 947, as being directly in point in this case. In meeting the objections there urged to the Washington law, the court said:

"The first objection to the constitutionality of the act is that it deprives persons of their property without due process of law. As we understand the argument, the contention is not that the act deprives an owner of property of his day in court, where his property rights are judicially called in question, or that it in any manner authorizes the actual physical

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taking by one of the property of another, but it is that as the term 'property,' in legal signification, includes in its meaning the right of any person to possess, use, enjoy or dispose of a thing, the act violates the constitution, inasmuch as it restricts the right of an owner to dispose of his property. The act, it is true, does prohibit owners of certain kinds of property from disposing of it in a particular way, without complying with certain conditions, but it is not for that reason necessarily unconstitutional. While the legislature may not constitutionally declare that void which in its nature is, and under all circumstances must be, entirely honest and harmless, yet it may, under its police powers, place such reasonable restrictions on the right of an owner in relation to his property as it finds necessary to protect the interests of the public, or prevent frauds among individuals. If this were not so, it would be easy to find many unconstitutional acts on the statute books. . .

"It is next said that the act violates that provision of the constitution which prohibits the legislature from granting to a class of citizens privileges and immunities which upon the same terms shall not equally belong to all citizens; in other words, it is class legislation. In Redford v. Spokane Street Ry. Co., 15 Wash. 419, 46 Pac. 650, we held that where a law is uniform so far as it operates, its constitutionality is not affected by the number of persons within the scope of its operation; and, applying this principle, we held in Fitch v. Applegate, 24 Wash. 25, 64 Pac. 147, that a law giving laborers. in certain enumerated industries liens upon the general property of their employers was constitutional. The same principle is applicable to the case in hand."

In deciding the question as to the constitutionality of the law of this state regulating the purchase, sale and transfer of stocks of goods, wares and merchandise in bulk and prescribing penalties for the violation thereof, we hold both by weight of authority and on principle that said law is constitutional and valid, that it is not repugnant to the constitution. as class legislation, and that it is a proper exercise of the police power of the state.

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Coming, now, to the other point presented by the appellant to reverse the judgment of the lower court, viz.: That the fixtures of a merchant are in effect a part of his goods, wares and merchandise or stock in trade, and that said statute relating to sales in bulk of such merchandise should be construed to include the word "fixtures" by implication. This statute is clearly in derogation of the common-law rule, in that it prescribes conditions and restrictions regarding the sale of such property, for under the common law a person could sell any of his property at such time and in such manner as he might choose, without notice of the sale to his creditors or any other person, and without doing the things prescribed by said statute. Statutes of this kind should not be extended by implication to supply words that would bring subjects into the purview of the statute not specifically found there and not within its spirit or intention. Can the word "fixtures" be supplied to this statute? Is it germane to the scope, meaning and purpose of the statute? We think not.

The Standard Dictionary defines "fixture" as, "An article. of a personal or chattel nature affixed to the freehold by a tenant, and removable by him, if it can be taken away without material injury to the realty, as gas fixtures in a residence, counters, shelving, and store fixtures in a mercantile house, or machinery or apparatus in trade and manufactures.' And Bouvier's Law Dictionary defines "fixture" as, "Anything affixed or attached to a building, and used in connection with it, movable or immovable. Whenever the appendage is of such nature that it is not part or parcel of the building but may be removed without injury to the building, then it is a movable fixture and does not pass without conveyance to the freehold." Now, we think that under these definitions it would do violence to the clear meaning and intent of this statute to read the word "fixtures" into it. Merchandise is defined by Webster as, "Objects of commerce; whatever is usually bought and sold in trade or market by merchants." We think that merchandise as used in this statute must be construed to mean such things as are usually bought and sold by merchants. Merchandise means some