Tex. Bus. & Com. Code § 2.401 · Subchapter D. TITLE, CREDITORS AND GOOD FAITH PURCHASERS
PASSING OF TITLE; RESERVATION FOR SECURITY; LIMITED APPLICATION OF THIS SECTION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
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:
(a) 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 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), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.
(b) 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
(1) 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
(2) if the contract requires delivery at destination, title passes on tender there.
(c) Unless otherwise explicitly agreed where delivery is to be made without moving the goods,
(1) 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
(2) 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.
(d) 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".
Notes and commentary — not statutory text
History
Acts 1967, 60th Leg., p. 2343, ch. 785, Sec. 1, eff. Sept. 1, 1967.
Amended by:
Acts 2005, 79th Leg., Ch. 122 (S.B. 1593), Sec. 6, eff. September 1, 2005.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BC/htm/BC.2.htm
- Text hash
- sha256 14243d57cd7b3c06e2c353684421bfaff6ca049b52856174db24bc753e39a343
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Cited by 9 provisions
Provisions in this library whose text cites Tex. Bus. & Com. Code § 2.401. Each shows the citation as that text prints it.
Business & Commerce Code
- Tex. Bus. & Com. Code § 1.201GENERAL DEFINITIONS.Printed as Section 2.401
- Tex. Bus. & Com. Code § 2.106DEFINITIONS: "CONTRACT"; "AGREEMENT"; "CONTRACT FOR SALE"; "SALE"; "PRESENT SALE"; "CONFORMING" TO CONTRACT; "TERMINATION"; "CANCELLATION".Printed as Section 2.401
- Tex. Bus. & Com. Code § 9.102DEFINITIONS AND INDEX OF DEFINITIONS.Printed as Section 2.401, 2.505, 2.711(c), 2A.508(e), 4.210, or 5.118
- Tex. Bus. & Com. Code § 9.109SCOPE.Printed as Section 2.401, 2.505, 2.711(c), or 2A.508(e)
- Tex. Bus. & Com. Code § 9.110SECURITY INTERESTS ARISING UNDER CHAPTER 2 OR 2A.Printed as Section 2.401, 2.505, 2.711(c), or 2A.508(e)
- Tex. Bus. & Com. Code § 9.309SECURITY INTEREST PERFECTED UPON ATTACHMENT.Printed as Section 2.401, 2.505, 2.711(c), or 2A.508(e)
Parks and Wildlife Code
- Tex. Parks & Wild. Code § 31.003DEFINITIONS.Printed as Section 2.401, 2.505, 2.711(c), or 2A.508(e), Business & Commerce Code
- Tex. Parks & Wild. Code § 31.0445DEFINITIONS.Printed as Section 2.401, 2.505, 2.711(c), or 2A.508(e), Business & Commerce Code
- Tex. Parks & Wild. Code § 31.0569PERFECTION OF SECURITY INTEREST.Printed as Section 2.401, 2.505, 2.711(c), or 2A.508(e), Business & Commerce Code
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.