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 (Section 7-2-501), 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 9A), 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 document 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 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.”
(Acts 1965, No. 549, p. 811; Act 2004-315, p. 464, §2.)
Notes of Decisions
Cited in
15
cases, 1982–2016 · leading case:
In re Jones, 544 B.R. 692 (Bankr. M.D. Ala. 2016).
In re Jones, 544 B.R. 692 (Bankr. M.D. Ala. 2016).
· cites it 3× “3 However, the pawnbroker does not gain title upon his receipt of the certificate of title, as provided in the UCC, because the Alabama Pawnshop Act expressly provides that a pawnbroker cannot gain legal title to pledged goods until the redemption period has run.”
Oxmoor Press, Inc. v. State, 500 So. 2d 1098 (Ala. Civ. App. 1986).
· cites it 5× “This court has held that, under the Uniform Commercial Code (UCC), specifically Ala.Code (1975), § 7-2-401(2), "[t]itle passes, unless otherwise explicitly agreed, at the time and place of completion of performance by physical delivery of the goods.”
Butler v. Beer Across Am., 83 F. Supp. 2d 1261 (N.D. Ala. 2000).
· cites it 2× “See Ala.Code § 7-2-401(2)(a) (1997); 810 Ill.”
Mattheiss v. Title Loan Express (In Re Mattheiss), 214 B.R. 20 (Bankr. N.D. Ala. 1997).
· cites it 2× “The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer (Section 7-2-401) is limited in effect to a reservation of a "security interest.”
Rent-A-Ctr. v. Shelby (In Re Shelby), 127 B.R. 682 (Bankr. N.D. Ala. 1991).
· cites it 2× “The special property interest of a buyer of goods on identification of such goods to a contract for sale under section 7-2-401 is not a “security interest”, but a buyer may also acquire a “security interest” by complying with article 9.”
Warrior Tombigbee Transp. Co. v. 5,775.674 Net Tons of Coal, 570 F. Supp. 1405 (S.D. Ala. 1983).
· cites it 2× “Ala.Code § 7-2-401(2). The pertinent portion of that statute is as follows: 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…”
State, Dep't of Revenue v. Dixie Tool & Die Co., 537 So. 2d 921 (Ala. Civ. App. 1987).
· cites it 4× “This court has held that pursuant to the Uniform Commercial Code (UCC), Ala. Code 1975, § 7-2-401(2), “[t]itle passes, unless otherwise explicitly agreed, at the time and place of completion of performance by physical delivery of the goods.”
Smith v. Fendley (In re Allied Sign Co.), 280 B.R. 694 (Bankr. S.D. Ala. 2001).
“The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer (Section 7-2-401) is limited in effect to a reservation of a “security interest.”
Fleming v. Runyan, 571 So. 2d 1213 (Ala. Civ. App. 1990).
· cites it 3× “” The trial court relied on § 7-2-401(2), Code 1975, to hold that because Runyan had not completed his performance with reference to the physical delivery of the fixtures, the delivery to Fleming was incomplete and Runyan still had title.”
State of Alabama Dep't of Revenue v. AAA Cooper Transp. & Action Truck Ctr., Inc., 160 So. 3d 286 (Ala. Civ. App. 2014).
· cites it 5× “We further note that, pursuant to Ala.Code 1975, § 7-2-401(2), which addresses the sale of goods, “[u]nless 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…”
Brewer v. Com. Credit Corp., 447 So. 2d 775 (Ala. Civ. App. 1984).
“§ 7-2-401(2), Code of Alabama 1975. When the defendant consented to the final judgment, he possessed the boat, motor and trailer.”
— Ala. Code § 7-2-401(1) — 1 case
In re Jones, 544 B.R. 692 (Bankr. M.D. Ala. 2016).
“3 However, the pawnbroker does not gain title upon his receipt of the certificate of title, as provided in the UCC, because the Alabama Pawnshop Act expressly provides that a pawnbroker cannot gain legal title to pledged goods until the redemption period has run.”
— Ala. Code § 7-2-401(2) — 7 cases
Oxmoor Press, Inc. v. State, 500 So. 2d 1098 (Ala. Civ. App. 1986).
“This court has held that, under the Uniform Commercial Code (UCC), specifically Ala.Code (1975), § 7-2-401(2), "[t]itle passes, unless otherwise explicitly agreed, at the time and place of completion of performance by physical delivery of the goods.”
Warrior Tombigbee Transp. Co. v. 5,775.674 Net Tons of Coal, 570 F. Supp. 1405 (S.D. Ala. 1983).
“Ala.Code § 7-2-401(2). The pertinent portion of that statute is as follows: 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…”
State, Dep't of Revenue v. Dixie Tool & Die Co., 537 So. 2d 921 (Ala. Civ. App. 1987).
“This court has held that pursuant to the Uniform Commercial Code (UCC), Ala. Code 1975, § 7-2-401(2), “[t]itle passes, unless otherwise explicitly agreed, at the time and place of completion of performance by physical delivery of the goods.”
Fleming v. Runyan, 571 So. 2d 1213 (Ala. Civ. App. 1990).
“” The trial court relied on § 7-2-401(2), Code 1975, to hold that because Runyan had not completed his performance with reference to the physical delivery of the fixtures, the delivery to Fleming was incomplete and Runyan still had title.”
— Ala. Code § 7-2-401(2)(a) — 1 case
— Ala. Code § 7-2-401(2)(b) — 1 case
Oxmoor Press, Inc. v. State, 500 So. 2d 1098 (Ala. Civ. App. 1986).
“This court has held that, under the Uniform Commercial Code (UCC), specifically Ala.Code (1975), § 7-2-401(2), "[t]itle passes, unless otherwise explicitly agreed, at the time and place of completion of performance by physical delivery of the goods.”
— Ala. Code § 7-2-401(3)(a) — 1 case
In re Jones, 544 B.R. 692 (Bankr. M.D. Ala. 2016).
“3 However, the pawnbroker does not gain title upon his receipt of the certificate of title, as provided in the UCC, because the Alabama Pawnshop Act expressly provides that a pawnbroker cannot gain legal title to pledged goods until the redemption period has run.”
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