Tennessee Code Annotated
Tenn. Code Ann. § 47-2-401 (2026)
Passing of title - Reservation for security - Limited application of this section
✓ current as of May 2026
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 (§ 47-2-501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by chapters 1-9 of 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 chapter on Secured Transactions (chapter 9 of this title), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed to by the parties.
- (2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes 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:
- (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."
Acts 1963, ch. 81, § 1 (2-401); Acts 2008, ch. 814, § 7.
Notes of Decisions
Cited in 38
cases, 1967–2018 · leading case: Marlow v. Oakland Gin Co. (In Re Julien Co.), 128 B.R. 987 (Bankr. W.D. Tenn. 1991).
Marlow v. Oakland Gin Co. (In Re Julien Co.), 128 B.R. 987 (Bankr. W.D. Tenn. 1991). “As support for his position, the Trustee relies upon § 47-2-401 and § 47-2-319 of the UCC. It is noted that each of the twenty-three producer contracts contains the same “F.”
Pro Page Partners, LLC v. Message Express Paging Co. (In Re Pro Page Partners, LLC), 270 B.R. 221 (Bankr. E.D. Tenn. 2013). “According to the debtor, under Tennessee law, legal title to personal property or goods is transferred upon delivery such that any retention or reservation of title after delivery to the buyer amounts to a mere retention of a security interest, citing Tenn. Code Ann. § 47-2-401…”
Sadek v. Nashville Recycling Co., 751 S.W.2d 428 (Tenn. Ct. App. 1988). “See T.C.A. §§ 47-2-401, 47-2-501. Rawls v. Patterson, 60 Tenn.”
AHCI, Inc. v. Short, 878 S.W.2d 112 (Tenn. Ct. App. 1993). “1990), the court said, at 912: Regardless of the agreement between the buyer and seller concerning title and ownership of the goods, under § 47-2-401 once those goods have been delivered into the possession of the buyer under a sales contract, the most the seller can retain is a…”
North Georgia Toyota v. Jahn (In Re Tom Woods Used Cars, Inc.), 24 B.R. 529 (Bankr. E.D. Tenn. 1982). “Article 2 of the UCC generally allows the parties to a sale to agree on when title to or ownership of goods will pass to the buyer, but it limits the effect of a seller’s retention of title after delivery.”
Weaver v. Ford Motor Credit Co. (In re McFarland), 112 B.R. 906 (Bankr. E.D. Tenn. 1990). “Subject to these provisions and to the provisions of the chapter on Secured Transactions (chapter 9 of this title), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties. Tenn.Code Ann. § 47-2-401(1) (1979).”
Jernigan v. Ham, 691 S.W.2d 553 (Tenn. Ct. App. 1984). “This case involves the applicability of T.C.A. § 47-2-401 and § 47-2-403. The plaintiff, a resident of Shelby County, offered his 1954 Ford Jubilee tractor for sale in the front yard of his home.”
Four Seasons Gardening & Landscaping, Inc. v. Crouch, 688 S.W.2d 439 (Tenn. Ct. App. 1984). “Crouch’s place of business in Tennessee carry little weight. This term was meant to apply in situations where a carrier other than Mr.”
United States Fid. & Guar. Co. v. Thompson & Green Mach. Co., 568 S.W.2d 821 (Tenn. 1978). “The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer (§ 47-2-401) is limited in effect to a reservation of a ‘security interest’.”
Eusco, Inc. v. Huddleston, 835 S.W.2d 576 (Tenn. 1992). “Tenn.Code Ann. § 47-2-401(2) (1979). In addition, the Code provides that: [u]nless otherwise agreed the term F.”
In Re the Julien Co., Debtor. Oakland Gin Co., Inc. v. Jack Marlow, Tr. for the Julien Co., 44 F.3d 426 (6th Cir. 1995). “Tenn.Code Ann. § 47-2-401(1). This argument does not require this court’s attention, however, as neither lower court actually relied on this section in finding for the trustee.”
Porter Brown Limestone Co. v. Olson, 648 S.W.2d 242 (Tenn. 1982). “Upon the record before us we agree with the State’s contention that title passed upon delivery of the material to Hadley’s job-site in Davidson County, pursuant to the provisions of T.C.A. § 47-2-401(2) and (2)(b). We agree with the trial judge that the taxes assessed were…”
— Tenn. Code Ann. § 47-2-401(1) — 9 cases
Marlow v. Oakland Gin Co. (In Re Julien Co.), 128 B.R. 987 (Bankr. W.D. Tenn. 1991). “As support for his position, the Trustee relies upon § 47-2-401 and § 47-2-319 of the UCC. It is noted that each of the twenty-three producer contracts contains the same “F.”
Weaver v. Ford Motor Credit Co. (In re McFarland), 112 B.R. 906 (Bankr. E.D. Tenn. 1990). “Subject to these provisions and to the provisions of the chapter on Secured Transactions (chapter 9 of this title), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties. Tenn.Code Ann. § 47-2-401(1) (1979).”
AHCI, Inc. v. Short, 878 S.W.2d 112 (Tenn. Ct. App. 1993). “1990), the court said, at 912: Regardless of the agreement between the buyer and seller concerning title and ownership of the goods, under § 47-2-401 once those goods have been delivered into the possession of the buyer under a sales contract, the most the seller can retain is a…”
In Re the Julien Co., Debtor. Oakland Gin Co., Inc. v. Jack Marlow, Tr. for the Julien Co., 44 F.3d 426 (6th Cir. 1995). “Tenn.Code Ann. § 47-2-401(1). This argument does not require this court’s attention, however, as neither lower court actually relied on this section in finding for the trustee.”
North Georgia Toyota v. Jahn (In Re Tom Woods Used Cars, Inc.), 24 B.R. 529 (Bankr. E.D. Tenn. 1982). “Article 2 of the UCC generally allows the parties to a sale to agree on when title to or ownership of goods will pass to the buyer, but it limits the effect of a seller’s retention of title after delivery.”
— Tenn. Code Ann. § 47-2-401(2) — 5 cases
Eusco, Inc. v. Huddleston, 835 S.W.2d 576 (Tenn. 1992). “Tenn.Code Ann. § 47-2-401(2) (1979). In addition, the Code provides that: [u]nless otherwise agreed the term F.”
Porter Brown Limestone Co. v. Olson, 648 S.W.2d 242 (Tenn. 1982). “Upon the record before us we agree with the State’s contention that title passed upon delivery of the material to Hadley’s job-site in Davidson County, pursuant to the provisions of T.C.A. § 47-2-401(2) and (2)(b). We agree with the trial judge that the taxes assessed were…”
Wylie Steel Fabricators, Inc. v. Johnson, 179 S.W.3d 509 (Tenn. Ct. App. 2005).
Illinois Cent. Gulf R.R. v. State, 805 S.W.2d 746 (Tenn. 1991).
Pidgeon-Thomas Iron Co. v. Garner, 495 S.W.2d 826 (Tenn. 1973).
— Tenn. Code Ann. § 47-2-401(2)(1979) — 1 case
Sec. Fire Prot. Co. v. Huddleston, 138 S.W.3d 829 (Tenn. Ct. App. 2003).
— Tenn. Code Ann. § 47-2-401(2)(a) — 2 cases
Jack Daniel Distillery, Lem Motlow, Prop. v. Jackson, 740 S.W.2d 413 (Tenn. 1987).
Marlow v. Oakland Gin Co. (In Re Julien Co.), 128 B.R. 987 (Bankr. W.D. Tenn. 1991). “As support for his position, the Trustee relies upon § 47-2-401 and § 47-2-319 of the UCC. It is noted that each of the twenty-three producer contracts contains the same “F.”
— Tenn. Code Ann. § 47-2-401(2)(b) — 2 cases
Four Seasons Gardening & Landscaping, Inc. v. Crouch, 688 S.W.2d 439 (Tenn. Ct. App. 1984). “Crouch’s place of business in Tennessee carry little weight. This term was meant to apply in situations where a carrier other than Mr.”
Prod. Steel, Inc. v. Sumitomo Corp. of Am. (In Re Prod. Steel, Inc.), 54 B.R. 417 (Bankr. M.D. Tenn. 1985).
— Tenn. Code Ann. § 47-2-401(3) — 2 cases
North Georgia Toyota v. Jahn (In Re Tom Woods Used Cars, Inc.), 24 B.R. 529 (Bankr. E.D. Tenn. 1982). “Article 2 of the UCC generally allows the parties to a sale to agree on when title to or ownership of goods will pass to the buyer, but it limits the effect of a seller’s retention of title after delivery.”
AHCI, Inc. v. Short, 878 S.W.2d 112 (Tenn. Ct. App. 1993). “1990), the court said, at 912: Regardless of the agreement between the buyer and seller concerning title and ownership of the goods, under § 47-2-401 once those goods have been delivered into the possession of the buyer under a sales contract, the most the seller can retain is a…”
— Tenn. Code Ann. § 47-2-401(3)(b) — 1 case
AHCI, Inc. v. Short, 878 S.W.2d 112 (Tenn. Ct. App. 1993). “1990), the court said, at 912: Regardless of the agreement between the buyer and seller concerning title and ownership of the goods, under § 47-2-401 once those goods have been delivered into the possession of the buyer under a sales contract, the most the seller can retain is a…”
— Tenn. Code Ann. § 47-2-401(l) — 1 case
In Re Microwave Prods. of Am., Inc., 94 B.R. 967 (Bankr. W.D. Tenn. 1989).
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