GA Code § 11-2-401 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 4 - Title, Creditors, and Good Faith Purchasers|§ 11-2-401. Passing of Title; Reservation for Security; Limited Application of This Code 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:    Title to goods cannot pass under a contract for sale prior to their identification to the contract (Code Section 11-2-501), 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 article on secured transactions (Article 9 of this title), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.   Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his or her 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:     If the contract requires or authorizes the seller to send the goods to the buyer but does not require him or her to deliver them at destination, title passes to the buyer at the time and place of shipment; but   If the contract requires delivery at destination, title passes on tender there.    Unless otherwise explicitly agreed where delivery is to be made without moving the goods:   If the seller is to deliver a tangible document of title, title passes at the time when and the place where he or she delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or   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.   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."   (Code 1933, § 109A-2 - 401, enacted by Ga. L. 1962, p. 156, § 1; Ga. L. 2010, p. 481, § 2-6/HB 451.)    The 2010 amendment,  effective May 27, 2010, inserted "or her" in subsection (2) and in paragraph (2)(a); inserted "the" in the introductory paragraph of subsection (3); in paragraph (3)(a), inserted "tangible", inserted "or she", and added "and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document" at the end; and inserted "of title" in paragraph (3)(b). See the Editor's notes for applicability.   Editor's notes.   - Ga. L. 2010, p. 481, § 3-1, not codified by the General Assembly, provides that: "This Act applies to a document of title that is issued or a bailment that arises on or after the effective date of this Act. This Act does not apply to a document of title that is issued or a bailment that arises before the effective date of this Act even if the document of title or bailment would be subject to this Act if the document of title had been issued or bailment had arisen on or after the effective date of this Act. This Act does not apply to a right of action that has accrued before the effective date of this Act." This Act became effective May 27, 2010.   Ga. L. 2010, p. 481, § 3-2, not codified by the General Assembly, provides that: "A document of title issued or a bailment that arises before the effective date of this Act and the rights, documents, and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by this Act as if such amendment or repeal had not occurred and may be terminated, completed, consummated, or enforced under that statute or other rule." This Act became effective May 27, 2010.   Law reviews.   - For article discussing the resolution of conflicting claims to goods between an unsecured seller of goods and a creditor of a buyer claiming under an after-acquired property clause, see 28 Mercer L. Rev. 625 (1977). For article surveying insurance law in 1984-1985, see 37 Mercer L. Rev. 275 (1985). For comment on Cook Motor Co. v. Richardson, 103 Ga. App. 129, 118 S.E.2d 502 (1961), see 24 Ga. B.J. 266 (1961). For comment on Fender v. Colonial Stores, Inc., 138 Ga. App. 31, 225 S.E.2d 691 (1976), see 28 Mercer L. Rev. 751 (1977).   JUDICIAL DECISIONS   ANALYSIS    General Consideration   Rejection or Revocation of Acceptance    RESEARCH REFERENCES   Am. Jur. 2d.   - 67 Am. Jur. 2d, Sales, §§ 390-398. 68A Am. Jur. 2d, Secured Transactions, § 13.   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:346.   C.J.S.   - 77A C.J.S., Sales, § 214 et seq.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-401.   ALR.    - Forfeiture by innocent vendor of article sold conditionally and used by vendee in violation of law, 2 A.L.R. 1596.    Taking note for price as waiver of reservation of title under conditional sale, 13 A.L.R. 1044; 55 A.L.R. 1160.    Bankruptcy: rights of trustee in bankruptcy and contract purchaser of chattel remaining in the possession of the bankrupt, 22 A.L.R. 1328.    Validity and effect of provision in contract of sale with reservation of title, for collection of unpaid purchase money after retaking the property, 25 A.L.R. 1490; 43 A.L.R. 1243.    Provision in land contract against removal of buildings as affecting rights of third person under chattel mortgage or conditional sale, 30 A.L.R. 542.    Rule that title passes on delivery to carrier as applicable to shipment in "pool" car for several purchasers, 36 A.L.R. 410.    Who bears loss incident to destruction of goods sold conditionally, 38 A.L.R. 1319.    Passing of title to goods by acceptance of draft for purchase price, with warehouse receipt attached, or by transfer of draft with receipt, 55 A.L.R. 1116.    Time and place of passage of title to goods shipped under bill of lading, with draft attached, consigning them to shipper's order, 60 A.L.R. 677.    Rights and remedies as between parties to a conditional sale after the seller has repossessed himself of the property, 83 A.L.R. 959; 99 A.L.R. 1288; 49 A.L.R.2d 15.    Validity as against third person of sale or pledge of goods, or receipts issued for goods, retained in warehouse on premises of seller or pledgor (field warehousing), 133 A.L.R. 209.   Rights and duties of parties to conditional sales contract as to resale of repossessed property, 49 A.L.R.2d 15.   Punitive damages for wrongful seizure of chattel by one claiming security interest, 35 A.L.R.3d 1016.