Title 11, Chapter 2, Section 401
Passing of title; reservation for security; limited application of this Code 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
(1) Title to goods cannot pass under a contract for sale prior to their identification to the contract (Code Section 11-2-501), 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 the article on secured transactions (Article 9 of this title), 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
(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 goods:
(a) If the seller is to deliver a document of title, title passes
at the time when and the place where he delivers such documents;
(b) If the goods are at the time of contracting already identified
and no documents 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."