13 Pa.C.S. Ch. 24

in effect

13 Pa.C.S. § 2401 Passing of title; reservation for security; limited application of section.

Each provision of this division 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 division and matters concerning title become material the following rules apply: (1) Identification of goods and reservation of title.--Title to goods cannot pass under a contract for sale prior to their identification to the contract (section 2501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by 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 Division 9 (relating to secured transactions), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties. (2) Place of delivery of goods.--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 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: (i) 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 (ii) if the contract requires delivery at destination, title passes on tender there. (3) Delivery without moving goods.--Unless otherwise explicitly agreed where delivery is to be made without moving the goods: (i) 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 (ii) if the goods are at the time of contracting already identified and no documents are to be delivered, title passes at the time and place of contracting. (4) Revesting of title upon rejection of goods or revocation of acceptance.--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." (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended par. (3)(i). Cross References. Section 2401 is referred to in sections 1201, 2106, 9102, 9109, 9110, 9309 of this title.

13 Pa.C.S. § 2402 Rights of creditors of seller against sold goods.

(a) Priority of buyer over unsecured creditors.--Except as provided in subsections (b) and (c), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the rights of the buyer to recover the goods under this division (section 2502 (relating to right of buyer to goods on insolvency of seller) and section 2716 (relating to right of buyer to specific performance or replevin)). (b) Right to void sale upon fraudulent retention of goods.--A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent. (c) Other rights of creditors unimpaired.--Nothing in this division shall be deemed to impair the rights of creditors of the seller: (1) under the provisions of Division 9 (relating to secured transactions); or (2) where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a pre-existing claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this division constitute the transaction a fraudulent transfer or voidable preference. Cross References. Section 2402 is referred to in sections 1301, 7504 of this title.

13 Pa.C.S. § 2403 Power to transfer; good faith purchase of goods;

"entrusting." (a) Transfer of title.--A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though: (1) the transferor was deceived as to the identity of the purchaser; (2) the delivery was in exchange for a check which is later dishonored; (3) it was agreed that the transaction was to be a "cash sale"; or (4) the delivery was procured through fraud punishable as larcenous under the criminal law. (b) Transfer by merchant entrusted with possession of goods.--Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business. (c) Definition of "entrusting".--"Entrusting" includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the disposition of the goods by the possessor has been such as to be larcenous under the criminal law. (d) Rights of other purchasers and lien creditors.--The rights of other purchasers of goods and of lien creditors are governed by Division 7 (relating to documents of title) and Division 9 (relating to secured transactions). (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 amended subsec. (d). Cross References. Section 2403 is referred to in sections 2103, 2702, 2A103, 7209, 7503, 9315 of this title.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM&ttl=13Fetched: 10/16/2026