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 554.2501), and unless otherwise explicitly agreed the buyer acquires by their
identification a special property as limited by this chapter. 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), 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 the seller’s 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 the seller 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,
\n
Tue Dec 09 22:02:40 2025 Iowa Code 2026, Chapter 554 (108, 4)
§554.2401, UNIFORM COMMERCIAL CODE 38\n\n a. if the seller is to deliver a tangible document of title, title passes at the time when and
the place where the seller 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”.
[C24, 27, 31, 35, 39, §9946 – 9949; C46, 50, 54, 58, 62, §554.18 – 554.21; C66, 71, 73, 75, 77,
79, 81, §554.2401]
2007 Acts, ch 30, §45, 46, 52
Referred to in §554.1201, 554.2106, 554.9102, 554.9109, 554.9110, 554.9309
\n
Notes of Decisions
Top of Iowa Coop. v. Sime Farms, Inc., 608 N.W.2d 454 (Iowa 2000).
· cites it 2× “2d 339, 346-47 (Iowa 1994) (citing Iowa Code § 554.2401 (2)). The requirement of actual delivery can, however, be avoided by “an express agreement that title will pass at the time the contract is executed.”
Schley v. Peoples Bank (In re Schley), 509 B.R. 901 (Bankr. D. Iowa 2014).
· cites it 4× ““Security interest” does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under section 554.2401, but a buyer may also acquire a “security interest” by complying with Article 9.”
Williams v. Van Sickel, 659 N.W.2d 572 (Iowa 2003).
· cites it 2× “See Iowa Code § 554.2401 (1) (“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.”
Murray v. Conrad, 346 N.W.2d 814 (Iowa 1984).
· cites it 2× “Under Iowa Code section 554.2401(2) (1975), title to the beer passed to the “buyer” at the time and place the “seller” delivered it.”
In Re W. Iowa Limestone, Inc., 538 F.3d 858 (8th Cir. 2008).
“See Iowa Code § 554.2401 (3)(b) (2005) (providing that “[ujnless otherwise explicitly agreed where delivery is to be made without moving the goods, if the goods are at the time of contracting already identified and no documents are to be delivered, title passes at the time and…”
Lindgren v. GDT, LLC, 312 F. Supp. 2d 1125 (S.D. Iowa 2004).
“§ 554.2401(2)(a) (2001); Cal. Com.Code § 2401(2)(a) (2002); see also Butler v.”
Herington Livestock Auction Co. v. Verschoor, 179 N.W.2d 491 (Iowa 1970).
· cites it 4× “Section 554.2401 then becomes pertinent. It provides in part: “Passing of title — reservation for security — limited application of this section.”
Swets Motor Sales, Inc. v. Pruisner, 236 N.W.2d 299 (Iowa 1975).
· cites it 2× “Pertinent to our disposition of the appeal was Code section 554.2401(2) which provides in material part: “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…”
State v. Dorhout, 513 N.W.2d 390 (S.D. 1994).
· cites it 2× “In support of its holding, the Iowa Supreme Court relied upon Iowa Code § 554.2401 (2)(b). SDCL 57A-2-401(2) is identical and provides: Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his performance with reference…”
— Iowa Code § 554.2401(2) — 8 cases
Murray v. Conrad, 346 N.W.2d 814 (Iowa 1984).
“Under Iowa Code section 554.2401(2) (1975), title to the beer passed to the “buyer” at the time and place the “seller” delivered it.”
Swets Motor Sales, Inc. v. Pruisner, 236 N.W.2d 299 (Iowa 1975).
“Pertinent to our disposition of the appeal was Code section 554.2401(2) which provides in material part: “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…”
Herington Livestock Auction Co. v. Verschoor, 179 N.W.2d 491 (Iowa 1970).
“Section 554.2401 then becomes pertinent. It provides in part: “Passing of title — reservation for security — limited application of this section.”
— Iowa Code § 554.2401(2)(a) — 1 case
Lindgren v. GDT, LLC, 312 F. Supp. 2d 1125 (S.D. Iowa 2004).
“§ 554.2401(2)(a) (2001); Cal. Com.Code § 2401(2)(a) (2002); see also Butler v.”
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