Sec. 42a-2-401. Passing of title; reservation for security; limited application of this section.
Sec. 42a-2-401. Passing of title; reservation for security; limited application
of this section. Each provision of this article with regard to the rights, obligations and
remedies of the seller, the buyer, purchasers or other third parties applies irrespective
of title to the goods except where the provision refers to such title. Insofar as situations
are not covered by the other provisions of this article and matters concerning title become
material the following rules apply:
(1) Title to goods cannot pass under a contract for sale prior to their identification
to the contract as provided by section 42a-2-501 and unless otherwise explicitly agreed
the buyer acquires by their identification a special property as limited by this title. Any
retention or reservation by the seller of the title (property) in goods shipped or delivered
to the buyer is limited in effect to a reservation of a security interest. Subject to these
provisions and to the provisions of article 9, title to goods passes from the seller to the
buyer in any manner and on any conditions explicitly agreed on by the parties.
(2) Unless otherwise explicitly agreed title passes to the buyer at the time and place
at which the seller completes his performance with reference to the physical delivery
of the goods, despite any reservation of a security interest and even though a document
of title is to be delivered at a different time or place; and in particular and despite any
reservation of a security interest by the bill of lading (a) if the contract requires or
authorizes the seller to send the goods to the buyer but does not require him to deliver
them at destination, title passes to the buyer at the time and place of shipment; but (b)
if the contract requires delivery at destination, title passes on tender there.
(3) Unless otherwise explicitly agreed where delivery is to be made without moving
the goods, (a) if the seller is to deliver a tangible document of title, title passes at the
time when and the place where he delivers such documents and if the seller is to deliver
an electronic document of title, title passes when the seller delivers the document; or
(b) if the goods are at the time of contracting already identified and no documents of
title are to be delivered, title passes at the time and place of contracting.
(4) A rejection or other refusal by the buyer to receive or retain the goods, whether
or not justified, or a justified revocation of acceptance revests title to the goods in the
seller. Such revesting occurs by operation of law and is not a "sale".
(1959, P.A. 133, S. 2-401; P.A. 04-64, S. 48.)
History: P.A. 04-64 amended Subdiv. (3) by adding reference to "tangible" document of title, adding provision re
electronic document of title and making a technical change to conform to revisions made to article 7 by the same act.
One who delivers goods cannot retain title. 161 C. 242. Cited. 166 C. 280. Cited. 198 C. 624.
Cited. 25 CS 111.
Subdiv. (1):
Cited. 216 C. 17.
Subdiv. (2):
Delivery completes performance even without certificate of title where one is required. 161 C. 388. Cited. 163 C. 62.