New Jersey § 12a:2-401
Full text of New Jersey New Jersey Statutes § 12a:2-401, with citation guidance and answers to common questions.
§ 12a:2-401.
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: (1) Title to goods cannot pass under a contract for sale prior to their identification
to the contract (12A: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 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. (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
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”.
Frequently Asked Questions About New Jersey § 12a:2-401
What does New Jersey Statutes § 12a:2-401 cover?
Section 12a:2-401 is part of the New Jersey Statutes, the codified statutory law of New Jersey. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite New Jersey § 12a:2-401?
A common citation format is "New Jersey Statutes § 12a:2-401" (New Jersey). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of New Jersey law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the New Jersey official source linked on this page or consult a licensed New Jersey attorney.
How does New Jersey § 12a:2-401 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in New Jersey can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in New Jersey.