State Codes and Statutes

Statutes > Utah > Title-70a > Chapter-02 > 70a-2-401

70A-2-401. Passing of title -- Reservation for security -- Limited application of thissection.
Each provision of this chapter with regard to the rights, obligations and remedies of theseller, the buyer, purchasers or other third parties applies irrespective of title to the goods exceptwhere the provision refers to such title. In so far as situations are not covered by the otherprovisions 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 thecontract (Section 70A-2-501), and unless otherwise explicitly agreed the buyer acquires by theiridentification a special property as limited by this act. Any retention or reservation by the sellerof the title (property) in goods shipped or delivered to the buyer is limited in effect to areservation of a security interest. Subject to these provisions and to the provisions of the chapteron Secured Transactions (Chapter 9a), title to goods passes from the seller to the buyer in anymanner 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 atwhich 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 of title is to bedelivered at a different time or place; and in particular and despite any reservation of a securityinterest by the bill of lading:
(a) if the contract requires or authorizes the seller to send the goods to the buyer but doesnot require him to deliver them at destination, title passes to the buyer at the time and place ofshipment; 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 thegoods:
(a) if the seller is to deliver a tangible document of title, title passes at the time when andthe place where he delivers such documents and if the seller is to deliver an electronic documentof 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 titleare 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 notjustified, or a justified revocation of acceptance revests title to the goods in the seller. Suchrevesting occurs by operation of law and is not a "sale."

Amended by Chapter 42, 2006 General Session