8.2-401 - Passing of title; reservation for security; limited application of this section.
§ 8.2-401. Passing of title; reservation for security; limited application ofthis section.
Each provision of this title with regard to the rights, obligations andremedies of the seller, the buyer, purchasers or other third parties appliesirrespective of title to the goods except where the provision refers to suchtitle. Insofar as situations are not covered by the other provisions of thistitle and matters concerning title become material the following rules apply:
(1) Title to goods cannot pass under a contract for sale prior to theiridentification to the contract (§ 8.2-501), and unless otherwise explicitlyagreed the buyer acquires by their identification a special property aslimited by this act. Any retention or reservation by the seller of the title(property) in goods shipped or delivered to the buyer is limited in effect toa reservation of a security interest. Subject to these provisions and to theprovisions of the title on secured transactions (Title 8.9A), title to goodspasses from the seller to the buyer in any manner and on any conditionsexplicitly agreed on by the parties.
(2) Unless otherwise explicitly agreed title passes to the buyer at the timeand place at which the seller completes his performance with reference to thephysical delivery of the goods, despite any reservation of a securityinterest and even though a document of title is to be delivered at adifferent time or place; and in particular and despite any reservation of asecurity interest by the bill of lading:
(a) if the contract requires or authorizes the seller to send the goods tothe buyer but does not require him to deliver them at destination, titlepasses to the buyer at the time and place of shipment; but
(b) if the contract requires delivery at destination, title passes on tenderthere.
(3) Unless other explicitly agreed where delivery is to be made withoutmoving the goods,
(a) if the seller is to deliver a tangible document of title, title passes atthe time when and the place where he delivers such documents and if theseller is to deliver an electronic document of title, title passes when theseller delivers the document; or
(b) if the goods are at the time of contracting already identified and nodocuments of title are to be delivered, title passes at the time and place ofcontracting.
(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, reveststitle to the goods in the seller. Such revesting occurs by operation of lawand is not a "sale."
(1964, c. 219; 2004, c. 200.)