C.R.S. Section 4-2-401
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 4-2-501), 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.

(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 the seller 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”.

(5)

Notwithstanding any other provision of this section, when livestock have been delivered under a contract of sale, if on the accompanying brand inspection certificate or memorandum of brand inspection certificate the seller has conspicuously noted that payment of the consideration for the sale has not been received, title does not pass until payment is made.

Source: Section 4-2-401 — Passing of title - reservation for security - limited application of this section, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-04.­pdf (accessed Oct. 20, 2023).

4‑2‑101
Short title 4‑2‑102
Scope - certain security and other transactions excluded from this article 4‑2‑103
Definitions and index of definitions 4‑2‑104
Definitions: “merchant” - “between merchants” - “financing agency” 4‑2‑105
Definitions: transferability - “goods” - “future” goods - “lot” - “commercial unit” 4‑2‑106
Definitions: “contract” - “agreement” - “contract for sale” - “sale” - “present sale” - “conforming” - “termination” - “cancellation” - “hybrid transaction” 4‑2‑107
Goods to be severed from realty - recording 4‑2‑201
Formal requirements - statute of frauds 4‑2‑202
Final expression - parol or extrinsic evidence 4‑2‑203
Seals inoperative 4‑2‑204
Formation in general 4‑2‑205
Firm offers 4‑2‑206
Offer and acceptance in formation of contract 4‑2‑207
Additional terms in acceptance or confirmation 4‑2‑208
Course of performance or practical construction 4‑2‑209
Modification, rescission, and waiver 4‑2‑210
Delegation of performance - assignment of rights 4‑2‑301
General obligations of parties 4‑2‑302
Unconscionable contract or clause 4‑2‑303
Allocation or division of risks 4‑2‑304
Price payable in money, goods, realty, or otherwise 4‑2‑305
Open price term 4‑2‑306
Output, requirements, and exclusive dealings 4‑2‑307
Delivery in single lot or several lots 4‑2‑308
Absence of specified place for delivery 4‑2‑309
Absence of specific time provisions - notice of termination 4‑2‑310
Open time for payment or running of credit - authority to ship under reservation 4‑2‑311
Options and cooperation respecting performance 4‑2‑312
Warranty of title and against infringement - buyer’s obligation against infringement 4‑2‑313
Express warranties by affirmation, promise, description, sample 4‑2‑314
Implied warranty - merchantability - usage of trade 4‑2‑315
Implied warranty - fitness for particular purpose 4‑2‑316
Exclusion or modification of warranties 4‑2‑317
Cumulation and conflict of warranties express or implied 4‑2‑318
Third party beneficiaries of warranties express or implied 4‑2‑319
terms 4‑2‑320
terms 4‑2‑321
- “net landed weights” - “payment on arrival” - warranty of condition on arrival 4‑2‑322
Delivery “ex-ship” 4‑2‑323
Form of bill of lading required in overseas shipment - “overseas” 4‑2‑324
“No arrival, no sale” term 4‑2‑325
“Letter of credit” - “confirmed credit” 4‑2‑326
Sale on approval and sale or return - rights of creditors 4‑2‑327
Special incidents of sale on approval and sale or return 4‑2‑328
Sale by auction 4‑2‑401
Passing of title - reservation for security - limited application of this section 4‑2‑402
Rights of seller’s creditors against sold goods 4‑2‑403
Power to transfer - good faith purchase of goods - “entrusting” 4‑2‑501
Insurable interest in goods - manner of identification of goods 4‑2‑502
Buyer’s right to goods on seller’s insolvency - repudiation - failure to deliver 4‑2‑503
Manner of seller’s tender of delivery 4‑2‑504
Shipment by seller 4‑2‑505
Seller’s shipment under reservation 4‑2‑506
Rights of financing agency 4‑2‑507
Effect of seller’s tender - delivery on condition 4‑2‑508
Cure by seller of improper tender or delivery - replacement 4‑2‑509
Risk of loss in the absence of breach 4‑2‑510
Effect of breach on risk of loss 4‑2‑511
Tender of payment by buyer 4‑2‑512
Payment by buyer before inspection 4‑2‑513
Buyer’s right to inspection of goods 4‑2‑514
When documents deliverable on acceptance - when on payment 4‑2‑515
Preserving evidence of goods in dispute 4‑2‑601
Buyer’s rights on improper delivery 4‑2‑602
Manner and effect of rightful rejection 4‑2‑603
Merchant buyer’s duties as to rightfully rejected goods 4‑2‑604
Buyer’s options as to salvage of rightfully rejected goods 4‑2‑605
Waiver of buyer’s objections by failure to particularize 4‑2‑606
What constitutes acceptance of goods 4‑2‑607
Effect of acceptance - notice of breach - burden of establishing breach after acceptance - notice of claim or litigation to person answerable over 4‑2‑608
Revocation of acceptance in whole or in part 4‑2‑609
Right to adequate assurance of performance 4‑2‑610
Anticipatory repudiation 4‑2‑611
Retraction of anticipatory repudiation 4‑2‑612
“Installment contract” - breach 4‑2‑613
Casualty to identified goods 4‑2‑614
Substituted performance 4‑2‑615
Excuse by failure of presupposed conditions 4‑2‑616
Procedure on notice claiming excuse 4‑2‑701
Remedies for breach of collateral contracts not impaired 4‑2‑702
Seller’s remedies on discovery of buyer’s insolvency 4‑2‑703
Seller’s remedies in general 4‑2‑704
Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods 4‑2‑705
Seller’s stoppage of delivery in transit or otherwise 4‑2‑706
Seller’s resale including contract for resale 4‑2‑707
“Person in the position of a seller” 4‑2‑708
Seller’s damages for nonacceptance or repudiation 4‑2‑709
Action for the price 4‑2‑710
Seller’s incidental damages 4‑2‑711
Buyer’s remedies in general - buyer’s security interest in rejected goods 4‑2‑712
“Cover” - buyer’s procurement of substitute goods 4‑2‑713
Buyer’s damages for nondelivery or repudiation 4‑2‑714
Buyer’s damages for breach in regard to accepted goods 4‑2‑715
Buyer’s incidental and consequential damages 4‑2‑716
Buyer’s right to specific performance or replevin 4‑2‑717
Deduction of damages from the price 4‑2‑718
Liquidation or limitation of damages - deposits 4‑2‑719
Contractual modification or limitation of remedy 4‑2‑720
Effect of “cancellation” or “rescission” on claims for antecedent breach 4‑2‑721
Remedies for fraud 4‑2‑722
Who can sue third parties for injury to goods 4‑2‑723
Proof of market price - time and place 4‑2‑724
Admissibility of market quotations 4‑2‑725
Statute of limitations in contracts for sale
Green check means up to date. Up to date

Current through Fall 2024

§ 4-2-401’s source at colorado​.gov