654
PUBLIC LAW 88-243-DEC. 30, 1963
[77 STAT.
delivered at a dirt'erent 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 oods to the buyer but does not require him to deliver them at estination, title passes to the buyer at the time and place of shipment; but (b) if the contract requires deliver}- at destination, title passes on tender there. (3) Unless otherwise explicitly agreed where delivery is to l3e made without moving the goods, (a) if the seller is to deliver a document of title, title passes at the time when and the place where he delivers such documents;* or (b) if the goods are at the time of contracting already identified and no documents are to he 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". § 28:2—402. Rights of seller's creditors against sold goods (1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this article (sections 28:2—502 and 28:2— 716). (2) A creditor of the seller nuiy 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. (3) Nothing in this article shall be deemed to impair the rights of creditors of the seller (a) under the provisions of the article on secured transactions (article 9); or (b) 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 article constitute the transaction a fraudulent transfer or voidable preference. §28:2—403. Power to transfer; good faith purchase of goods; "entrusting" (1) 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 (a) the transferor was deceived as to the identity of the purchaser, or (b) the delivery was in exchange for a check which is later dishonored, or (c) it was agreed that the transaction Avas to be a "cash sale", or (d) the delivery was procured through fraud punishable as larcenous under the criminal law.
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