Florida Statute 672.401 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXIX
COMMERCIAL RELATIONS

Chapter 672
UNIFORM COMMERCIAL CODE: SALES

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F.S. 672.401

672.401 Passing of title; reservation for security; limited application of this section.—Each provision of this chapter 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 chapter 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 (s. 672.501), 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 chapter on secured transactions (chapter 679), 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 her or 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 or her 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 or she 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.”

History.—s. 1, ch. 65-254; s. 574, ch. 97-102; s. 9, ch. 2010-131.

Note.—s. 2-401, U.C.C.

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Amendments to 672.401

Annotations, Discussions, Cases:

Cases Citing Statute 672.401

Total Results: 17

International Harvest. Cr. v. American Nat. Bk.

296 So. 2d 32, 85 A.L.R. 3d 1015

Supreme Court of Florida | Filed: Feb 13, 1974 | Docket: 1228820

Cited 14 times | Published

retains only a security interest. See Fla. Stat. § 672.401(1), F.S.A. There are certain provisions in the

Grimm v. Prudence Mutual Casualty Company

243 So. 2d 140, 8 U.C.C. Rep. Serv. (West) 829

Supreme Court of Florida | Filed: Jan 13, 1971 | Docket: 1527883

Cited 12 times | Published

Woolverton, 99 So.2d 286 (Fla. 1957). See Fla. Stat. § 672.401(2) (1969). This Court recently decided the case

ITT Indus. Credit Co. v. Regan

487 So. 2d 1047, 11 Fla. L. Weekly 188, 1 U.C.C. Rep. Serv. 2d (West) 274, 1986 Fla. LEXIS 1978

Supreme Court of Florida | Filed: Apr 24, 1986 | Docket: 1797441

Cited 7 times | Published

merely an equity interest in the property. See § 672.401(1), Fla. Stat. (1985). The seller retains only

Dept. of Revenue v. US Sugar Corp.

388 So. 2d 596

District Court of Appeal of Florida | Filed: Sep 11, 1980 | Docket: 1520950

Cited 7 times | Published

the buyer at the time and place of shipment. Section 672.401(2)(a). [5] Section 212.06(5)(a) provides that

Furr v. Corvette Experience, Inc. (In Re Corvette Collection of Boston, Inc.)

294 B.R. 409, 16 Fla. L. Weekly Fed. B 143, 51 U.C.C. Rep. Serv. 2d (West) 426, 50 Collier Bankr. Cas. 2d 743, 2003 Bankr. LEXIS 590

United States Bankruptcy Court, S.D. Florida. | Filed: Jun 11, 2003 | Docket: 1804642

Cited 3 times | Published

delivery. UCC § 2-401, as adopted by Fla. Stat. § 672.401(2) provides, Unless otherwise explicitly agreed

Gennet v. Coastal Wholesale, Inc. (In Re Martin County Custom Pools Inc.)

37 B.R. 52, 1984 Bankr. LEXIS 6490

United States Bankruptcy Court, S.D. Florida. | Filed: Jan 6, 1984 | Docket: 1114029

Cited 3 times | Published

pay revested title in the defendant. Fla.Stat. § 672.401(1) (U.C.C. § 2-401) provides that: "any retention

Palm Beach Auto Brokers, Inc. v. DeCarlo

620 So. 2d 250, 23 U.C.C. Rep. Serv. 2d (West) 86, 1993 Fla. App. LEXIS 6652, 1903 WL 848

District Court of Appeal of Florida | Filed: Jun 23, 1993 | Docket: 313850

Cited 2 times | Published

Commercial Code, and applicable to this sale is section 672.401(2), Florida Statutes (1985), which provides:

Communications Co. of America, Inc. v. Mitel, Inc. (In Re Communications Co. of America, Inc.)

84 B.R. 822, 1988 Bankr. LEXIS 444, 1988 WL 29946

United States Bankruptcy Court, M.D. Florida | Filed: Mar 23, 1988 | Docket: 1469797

Cited 2 times | Published

Mitel is in fact the owner of the equipment, Fla.Stat. 672.401, which governs the passing of title and reservation

In re Stanley

57 B.R. 329, 1986 Bankr. LEXIS 6779

United States Bankruptcy Court, S.D. Florida. | Filed: Jan 31, 1986 | Docket: 65779097

Cited 1 times | Published

the Florida Uniform Commercial Code, Fla. Stat. § 672.401, the retention by Sears of the title and the goods

Branch Banking & Trust Co. v. M/Y Beowulf

883 F. Supp. 2d 1199, 2012 WL 2064570, 2012 U.S. Dist. LEXIS 79138

District Court, S.D. Florida | Filed: Jun 7, 2012 | Docket: 65984035

Published

.Urging a contrary result, the bank invokes § 672.401(3)(b), Florida Statutes, in support of its contention

In Re Aquamarine USA, Inc.

330 B.R. 280, 58 U.C.C. Rep. Serv. 2d (West) 647, 2005 Bankr. LEXIS 1730, 45 Bankr. Ct. Dec. (CRR) 99

United States Bankruptcy Court, M.D. Florida | Filed: Sep 9, 2005 | Docket: 1847045

Published

interest by the bill of lading. FLA. STAT ANN. § 672.401(2) (West 2004). Based on the clear language of

Hayes Leasing Systems, Inc. v. Ice House, Inc.

506 So. 2d 1073, 12 Fla. L. Weekly 1009, 4 U.C.C. Rep. Serv. 2d (West) 695, 1987 Fla. App. LEXIS 7637

District Court of Appeal of Florida | Filed: Apr 10, 1987 | Docket: 64626984

Published

trial court’s determination, consistent with section 672.-401(2), Florida Statutes (1985), that title to

Konas v. Coastal Lumber Co.

496 So. 2d 868, 11 Fla. L. Weekly 2153, 2 U.C.C. Rep. Serv. 2d (West) 1379, 1986 Fla. App. LEXIS 10080

District Court of Appeal of Florida | Filed: Oct 13, 1986 | Docket: 64622620

Published

provisions, as well as section 672.401(3)(b) misplaced, since under section 672.401(1) “irrespective of

Harris v. Foosaner (In re Polar Chips International, Inc.)

40 B.R. 586, 1984 Bankr. LEXIS 6220

United States Bankruptcy Court, S.D. Florida. | Filed: Feb 23, 1984 | Docket: 65778742

Published

Code have a bearing on the issue. Fla.Stats., § 672.401 provides, in pertinent part: ... Insofar as situations

Ago

Florida Attorney General Reports | Filed: Feb 11, 1982 | Docket: 3256429

Published

the seller to the buyer for a price . . . .' Section 672.401(2), F.S., states that `[u]nless otherwise explicitly

In re Collins

5 B.R. 56, 6 Bankr. Ct. Dec. (CRR) 704, 1980 Bankr. LEXIS 5132

United States Bankruptcy Court, N.D. Florida | Filed: May 14, 1980 | Docket: 65777763

Published

Uniform Commercial Code (U.C.C.) would govern. Section 672.401, Fla.Stat. (1979) provides that title passes

Ago

Florida Attorney General Reports | Filed: Feb 4, 1975 | Docket: 3258276

Published

from the seller to the buyer for a price." Section 672.401(2), F.S., states that: "Unless otherwise explicitly