Each provision of this division 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 division 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 2501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this code. 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 division on secured transactions (Division 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.”
Notes of Decisions
Cited in
20
cases (
6 in the last 5 years), 1978–2024 · leading case:
Gusse v. Damon Corp., 470 F. Supp. 2d 1110 (C.D. Cal. 2007).
Gusse v. Damon Corp., 470 F. Supp. 2d 1110 (C.D. Cal. 2007).
· cites it 4× “3d at 692 (citing Cal. Com.Code § 2401). Importantly, Section 5901(d) makes no reference to the passing of title, which is the dispositive issue under the Song-Beverly Act.”
Ass'n Des Eleveurs v. Rob Bonta, 33 F.4th 1107 (9th Cir. 2022).
“Code § 2106 (sale occurs where title passes)); see also Cal. Com. Code § 2401 (2). It explained that the UCC provided “a reasonable general definition” for the term, Animal Legal Def.”
Galicia v. Country Coach, Inc., 324 F. App'x 687 (9th Cir. 2009).
· cites it 3× “The Galieias’ Song-Beverly Consumer Warranty Act (“Song-Beverly”) claim against McMahon’s could proceed only if McMahon’s sold the Galieias a motorhome in California. Cal. Civ.Code § 1793.”
Beyer v. Symantec Corp., 333 F. Supp. 3d 966 (N.D. Cal. 2018).
“" Cal. Comm. Code § 2401 (2). Where the contract does not require the seller to deliver the goods to the buyer, "title passes to the buyer at the time and place of shipment.”
In re Amica, Inc., 135 B.R. 534 (Bankr. N.D. Ill. 1992).
· cites it 3× “A sale consists of the passing of title from the seller to the buyer for a price.”
Gaynor v. W. Recreational Vehs. Inc., 473 F. Supp. 2d 1060 (C.D. Cal. 2007).
· cites it 2× “(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…”
Carlson v. Monaco Coach Corp., 486 F. Supp. 2d 1127 (E.D. Cal. 2007).
· cites it 3× “Cal. Com.Code § 2401(2). “Thus, when the parties agree to or contemplate shipment by the seller, title passes to the buyer upon that shipment, unless the agreement specifically requires the seller to make delivery at the destination.”
Shelby Int'l, Inc. v. Wiener, 563 S.W.2d 324 (Tex. App. 1978).
“” California Commercial Code § 2401(4). Appellant’s points five through eight are great weight points as to the court’s conclusions of law 2, 3, 4 and 5, and they also assert that those conclusions are against the prevailing law of the state of California.”
Bales v. Comm'r, 58 T.C.M. 431 (Tax Ct. 1989).
“See Cal. Com. Code section 2401 (West 1964) (California); Nev.”
Fleet Capital Corp. v. Sutherland Presses (In Re Enter. Indus., Inc.), 259 B.R. 163 (Bankr. N.D. Cal. 2001).
“California Commercial Code § 2401(2) provides: 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…”
D.L. Edmonson Selective Serv. Inc. v. LCW Auto. Corp., 689 F. Supp. 2d 1226 (C.D. Cal. 2010).
· cites it 3× “Cal. Com. Code § 2401 (2)(b). However, "[i]f 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.”
Rare, LLC v. Marciano (In Re Rare, LLC), 298 B.R. 762 (Bankr. D. Colo. 2003).
“§ 4-2-401; Cal. Com.Code § 2401. The Court reads the language in the Rare invoice not to be an explicit agreement as to the time that title passes to Rare’s buyers, such as contemplated under UCC § 2-401.”
Cal. Commercial Code § 2401(1): 2 cases
In re Amica, Inc., 135 B.R. 534 (Bankr. N.D. Ill. 1992).
“A sale consists of the passing of title from the seller to the buyer for a price.”
Cal. Commercial Code § 2401(2): 9 cases
Gusse v. Damon Corp., 470 F. Supp. 2d 1110 (C.D. Cal. 2007).
“3d at 692 (citing Cal. Com.Code § 2401). Importantly, Section 5901(d) makes no reference to the passing of title, which is the dispositive issue under the Song-Beverly Act.”
Galicia v. Country Coach, Inc., 324 F. App'x 687 (9th Cir. 2009).
“The Galieias’ Song-Beverly Consumer Warranty Act (“Song-Beverly”) claim against McMahon’s could proceed only if McMahon’s sold the Galieias a motorhome in California. Cal. Civ.Code § 1793.”
Carlson v. Monaco Coach Corp., 486 F. Supp. 2d 1127 (E.D. Cal. 2007).
“Cal. Com.Code § 2401(2). “Thus, when the parties agree to or contemplate shipment by the seller, title passes to the buyer upon that shipment, unless the agreement specifically requires the seller to make delivery at the destination.”
Fleet Capital Corp. v. Sutherland Presses (In Re Enter. Indus., Inc.), 259 B.R. 163 (Bankr. N.D. Cal. 2001).
“California Commercial Code § 2401(2) provides: 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…”
Gaynor v. W. Recreational Vehs. Inc., 473 F. Supp. 2d 1060 (C.D. Cal. 2007).
“(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…”
Cal. Commercial Code § 2401(2)(a): 6 cases
Gusse v. Damon Corp., 470 F. Supp. 2d 1110 (C.D. Cal. 2007).
“3d at 692 (citing Cal. Com.Code § 2401). Importantly, Section 5901(d) makes no reference to the passing of title, which is the dispositive issue under the Song-Beverly Act.”
Galicia v. Country Coach, Inc., 324 F. App'x 687 (9th Cir. 2009).
“The Galieias’ Song-Beverly Consumer Warranty Act (“Song-Beverly”) claim against McMahon’s could proceed only if McMahon’s sold the Galieias a motorhome in California. Cal. Civ.Code § 1793.”
Gaynor v. W. Recreational Vehs. Inc., 473 F. Supp. 2d 1060 (C.D. Cal. 2007).
“(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…”
Carlson v. Monaco Coach Corp., 486 F. Supp. 2d 1127 (E.D. Cal. 2007).
“Cal. Com.Code § 2401(2). “Thus, when the parties agree to or contemplate shipment by the seller, title passes to the buyer upon that shipment, unless the agreement specifically requires the seller to make delivery at the destination.”
Cal. Commercial Code § 2401(2)(b): 2 cases
Galicia v. Country Coach, Inc., 324 F. App'x 687 (9th Cir. 2009).
“The Galieias’ Song-Beverly Consumer Warranty Act (“Song-Beverly”) claim against McMahon’s could proceed only if McMahon’s sold the Galieias a motorhome in California. Cal. Civ.Code § 1793.”
Cal. Commercial Code § 2401(4): 3 cases
Shelby Int'l, Inc. v. Wiener, 563 S.W.2d 324 (Tex. App. 1978).
“” California Commercial Code § 2401(4). Appellant’s points five through eight are great weight points as to the court’s conclusions of law 2, 3, 4 and 5, and they also assert that those conclusions are against the prevailing law of the state of California.”
In re Amica, Inc., 135 B.R. 534 (Bankr. N.D. Ill. 1992).
“A sale consists of the passing of title from the seller to the buyer for a price.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.