Wisconsin Statutes
Wis. Stat. § 402.401 (2026)
Passing of title; reservation for security; limited application of this section
✓ current as of July 2026
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402.401402.401 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 3rd 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:
402.401(1)(1) Title to goods cannot pass under a contract for sale prior to their identification to the contract (s. 402.501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by chs. 401 to 411. 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 ch. 409, title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.
402.401(2)(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:
402.401(2)(a)(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
402.401(3)(3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods:
402.401(3)(a)(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
402.401(3)(b)(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.
402.401(4)(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”.
402.401 AnnotationTitle to a vehicle passes to the buyer when the seller completes performance of the contract with reference to the transfer of physical possession, despite the seller’s retention of the certificate of title. National Exchange Bank of Fond du Lac v. Mann, 81 Wis. 2d 352, 260 N.W.2d 716 (1978).
Notes of Decisions
Cited in 15
cases (2 in the last 5 years), 1975–2024 · leading case: Liebzeit v. FVTS Acquisition Co. (In Re Wolverine Fire Apparatus Co.), 465 B.R. 808 (Bankr. E.D. Wis. 2012).
Liebzeit v. FVTS Acquisition Co. (In Re Wolverine Fire Apparatus Co.), 465 B.R. 808 (Bankr. E.D. Wis. 2012). “ARGUMENTS Arguments of the Chapter 7 Trustee The trustee argues the debtor acquired ownership and title to the truck upon its delivery pursuant to Wis. Stat. § 402.401 (2), and the truck is properly part of the bankruptcy estate.”
Est. of Kriefall v. Sizzler USA Franchise, Inc., 2011 WI App 101 (Wis. Ct. App. 2011). “" 5 Moreover, Wis. Stat. § 402.401 , which *178 is specifically referenced in § 402.”
Met-Al, Inc. v. Hansen Storage Co., 828 F. Supp. 1369 (E.D. Wis. 1993). “Under the relevant statute, when the goods are shipped FOB the seller’s place of business, title is usually transferred “at the time and place at which the seller completes his performance with reference to the physical delivery of the goods,” unless there is a contrary…”
Mumm v. Adametz (In Re Adametz), 53 B.R. 299 (Bankr. W.D. Wis. 1985). “§ 402.401(2) states, 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…”
Bacheller v. Employers Mut. Liab. Ins., 287 N.W.2d 817 (Wis. 1980). “The plaintiff, on the other hand, contended, as Employers does here, that sec. 402.401, Stats., of the Uniform Commercial Code governed and that the trial court’s instructions were correct.”
Arthur Glick Truck Sales, Inc. v. Stuphen East Corp., 914 F. Supp. 2d 529 (S.D.N.Y. 2012). “Wolverine’s “identification” of these two chassis to its contracts with Beaverkill and Waverly during this period was therefore lawful and created rights in the Fire Districts as buyers.”
Sturtz v. Iowa Dep't of Revenue, 373 N.W.2d 131 (Iowa 1985). “Wis.Stat.Ann. § 402.401(2)(b) (West 1964) (uses “his” instead of “seller’s”).”
Knutson v. Mueller, 228 N.W.2d 342 (Wis. 1975). “Neither party argues that the court’s instruction is inconsistent with sec. 402.401, Stats., of the Uniform Commercial Code.”
Harold W. Fuchs Agency, Inc. v. Dep't of Revenue, 282 N.W.2d 625 (Wis. Ct. App. 1979). “” Section 402.401(2) (a) provides that unless otherwise specifically agreed, 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…”
Langeman Mfg. Ltd. v. Pinnacle West Enter., Inc., 524 F. Supp. 2d 1112 (W.D. Wis. 2007). “” Wis. Stat. § 402.401 (2)(a)-(b). The invoices submitted by plaintiff do not specify whether defendant was required to deliver the goods to its customer in Wisconsin.”
Nick Balsimo v. Venture One Stop, Inc. (Wis. Ct. App. 2024). “§ 402.401(2) clarifies that: 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…”
Taizhou Yuanda Inv. Grp. Co., Ltd. v. Z Outdoor Living, LLC (W.D. Wis. 2021). “91, at 25 (citing Wis. Stat. § 402.401 (2)(a)). Defendants don’t cite any evidence—even declarations—that identifies whether delays occurred before or after defendants took title in China.”
— Wis. Stat. § 402.401(2) — 4 cases
Mumm v. Adametz (In Re Adametz), 53 B.R. 299 (Bankr. W.D. Wis. 1985). “§ 402.401(2) states, 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…”
Harold W. Fuchs Agency, Inc. v. Dep't of Revenue, 282 N.W.2d 625 (Wis. Ct. App. 1979). “” Section 402.401(2) (a) provides that unless otherwise specifically agreed, 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…”
Nick Balsimo v. Venture One Stop, Inc. (Wis. Ct. App. 2024). “§ 402.401(2) clarifies that: 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…”
In Re Pelton, 171 B.R. 641 (Bankr. W.D. Wis. 1994).
— Wis. Stat. § 402.401(2)(a) — 2 cases
Met-Al, Inc. v. Hansen Storage Co., 828 F. Supp. 1369 (E.D. Wis. 1993). “Under the relevant statute, when the goods are shipped FOB the seller’s place of business, title is usually transferred “at the time and place at which the seller completes his performance with reference to the physical delivery of the goods,” unless there is a contrary…”
Langeman Mfg. Ltd. v. Pinnacle West Enter., Inc., 524 F. Supp. 2d 1112 (W.D. Wis. 2007). “” Wis. Stat. § 402.401 (2)(a)-(b). The invoices submitted by plaintiff do not specify whether defendant was required to deliver the goods to its customer in Wisconsin.”
— Wis. Stat. § 402.401(2)(b) — 1 case
Sturtz v. Iowa Dep't of Revenue, 373 N.W.2d 131 (Iowa 1985). “Wis.Stat.Ann. § 402.401(2)(b) (West 1964) (uses “his” instead of “seller’s”).”
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