Florida Statutes
Fla. Stat. § 672.401 (2025)
Passing of title; reservation for security; limited application of this section.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
Find cases:
SyfertCases citing this section
FL-LEGleg.state.fl.us
JustiaFla. Statutes
CornellLII Search
CasesGoogle Scholar
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.”
Note.—s. 2-401, U.C.C.
Notes of Decisions
Cited in 23
cases (1 in the last 5 years), 1971–2026 · leading case: Grimm v. Prudence Mut. Cas. Co., 243 So. 2d 140 (Fla. 1971).
Grimm v. Prudence Mut. Cas. Co., 243 So. 2d 140 (Fla. 1971). “See Fla. Stat. § 672.401 (2) (1969). This Court recently decided the case of Smith v.”
Farm Credit of Nw. Florida v. Easom Peanut Co., 718 S.E.2d 590 (Ga. Ct. App. 2011). “Fla. Stat. § 672.401 (2). The agreements between the growers and Fidelity do not define how title passes.”
In re Miami Metals I, Inc., 603 B.R. 727 (Bankr. S.D.N.Y. 2019). “]" Fla. Stat. Ann. § 672.401 (2) ; N.Y. U.C.”
Furr v. Corvette Experience, Inc. (In Re Corvette Collection of Boston, Inc.), 294 B.R. 409 (Bankr. S.D. Florida 2003). “UCC § 2-401, as adopted by Fla. Stat. § 672.401 (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…”
Int'l Harvest. Cr. v. Am. Nat. Bk., 296 So. 2d 32 (Fla. 1974). “See Fla. Stat. § 672.401 (1), F.S.A. There are certain provisions in the Code which allow a buyer and seller to specify how and when title passes for particular purposes wherein the question of title is relevant; but the concept of title is totally irrelevant under Article 9…”
ITT Indus. Credit Co. v. Regan, 487 So. 2d 1047 (Fla. 1986). “See § 672.401(1), Fla. Stat. (1985). The seller retains only a security interest in the property.”
Palm Beach Auto Brokers, Inc. v. DeCarlo, 620 So. 2d 250 (Fla. 4th DCA 1993). “That law is now codified in the Uniform Commercial Code, and applicable to this sale is section 672.401(2), Florida Statutes (1985), which provides: Unless otherwise explicitly agreed title passes to the buyer at the time and place at which seller completes his performance with…”
Dept. of Revenue v. US Sugar Corp., 388 So. 2d 596 (Fla. 1st DCA 1980). “Section 672.401(2)(a). [5] Section 212.06(5)(a) provides that sales of tangible personal property exported from this state are subject to the sales tax if the producer delivers the property "to a common carrier for shipment outside the state.”
United States v. Funds From First Reg'l Bank Account XXXXX1859 Held in the Name of R K Co., 639 F. Supp. 2d 1203 (W.D. Wash. 2009). “§ 2-401; see Fla. Stat. § 672.401 ; Wash. Rev.Code § 62A.”
James Gorfin v. Woodside Credit, LLC (Fla. 4th DCA 2026). “The specific statutes at issue are section 672.401, which provides for the passing of title, and section 672.”
In re Collins, 5 B.R. 56 (Bankr. N.D. Fla. 1980). “Section 672.401, Fla.Stat. (1979) provides that title passes “.”
Commc'ns Co. of Am., Inc. v. Mitel, Inc. (In Re Commc'ns Co. of Am., Inc.), 84 B.R. 822 (Bankr. M.D. Fla. 1988). “In considering whether Mitel is in fact the owner of the equipment, Fla.Stat. 672.401, which governs the passing of title and reservation of a security agreement under a contract for the sale of goods, is pertinent and provides in part as follows: “any retention or reservation…”
— 672.401(1) — 3 cases
ITT Indus. Credit Co. v. Regan, 487 So. 2d 1047 (Fla. 1986). “See § 672.401(1), Fla. Stat. (1985). The seller retains only a security interest in the property.”
Gennet v. Coastal Wholesale, Inc. (In Re Martin Cnty. Custom Pools Inc.), 37 B.R. 52 (Bankr. S.D. Florida 1984).
Konas v. Coastal Lumber Co., 496 So. 2d 868 (Fla. 1st DCA 1986).
— 672.401(2) — 4 cases
Palm Beach Auto Brokers, Inc. v. DeCarlo, 620 So. 2d 250 (Fla. 4th DCA 1993). “That law is now codified in the Uniform Commercial Code, and applicable to this sale is section 672.401(2), Florida Statutes (1985), which provides: Unless otherwise explicitly agreed title passes to the buyer at the time and place at which seller completes his performance with…”
James Gorfin v. Woodside Credit, LLC (Fla. 4th DCA 2026). “The specific statutes at issue are section 672.401, which provides for the passing of title, and section 672.”
In Re Aquamarine USA, Inc., 330 B.R. 280 (Bankr. M.D. Fla. 2005).
Le Dauphin Condo. Ass'n v. Groundworks of Palm Beach Cnty., Inc., 719 So. 2d 13 (Fla. 4th DCA 1998).
— 672.401(2)(a) — 1 case
Dept. of Revenue v. US Sugar Corp., 388 So. 2d 596 (Fla. 1st DCA 1980). “Section 672.401(2)(a). [5] Section 212.06(5)(a) provides that sales of tangible personal property exported from this state are subject to the sales tax if the producer delivers the property "to a common carrier for shipment outside the state.”
— 672.401(3)(b) — 1 case
Konas v. Coastal Lumber Co., 496 So. 2d 868 (Fla. 1st DCA 1986).
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.