N.Y. Uniform Commercial Code Law § 2-401: Passing of Title; Reservation for Security; Limited Application of This Section

Section 2--401. Passing of Title; Reservation for Security; Limited

Application of This Section.

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 2--501), and unless

otherwise explicitly agreed the buyer acquires by their identification a

special property as limited by this Act. 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 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

(a) 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

(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".