{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.2-401.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.2-401.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.2-401.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.2-401.html"}],"law_id":64663,"edition_id":1,"section_id":64663,"structure_id":14825,"section_number":"8.2-401","catch_line":"Passing of title; reservation for security; limited application of this section","history":"1964, c. 219; 2004, c. 200.","full_text":"Each provision of this title 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 title and matters concerning title become material the following rules apply:\n\n1\n\nTitle to goods cannot pass under a contract for sale prior to their identification to the contract (§ 8.2-501), 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 title on secured transactions (Title 8.9A), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.2\n\nUnless 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\n\nif 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; butb\n\nif the contract requires delivery at destination, title passes on tender there.3\n\nUnless other explicitly agreed where delivery is to be made without moving the goods,a\n\nif 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; orb\n\nif 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\n\nA 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.”","order_by":null,"text":{"0":{"id":235345,"text":"Each provision of this title 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 title and matters concerning title become material the following rules apply:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":235346,"text":"Title to goods cannot pass under a contract for sale prior to their identification to the contract (§ 8.2-501), 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 title on secured transactions (Title 8.9A), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":235347,"text":"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:","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"2a"},"3":{"id":235348,"text":"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","type":"section","prefixes":["2","a"],"prefix":"a","entire_prefix":"2a","prefix_anchor":"2a","level":2,"prior_prefix":"2","next_prefix":"2b"},"4":{"id":235349,"text":"if the contract requires delivery at destination, title passes on tender there.","type":"section","prefixes":["2","b"],"prefix":"b","entire_prefix":"2b","prefix_anchor":"2b","level":2,"prior_prefix":"2a","next_prefix":"3"},"5":{"id":235350,"text":"Unless other explicitly agreed where delivery is to be made without moving the goods,","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2b","next_prefix":"3a"},"6":{"id":235351,"text":"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","type":"section","prefixes":["3","a"],"prefix":"a","entire_prefix":"3a","prefix_anchor":"3a","level":2,"prior_prefix":"3","next_prefix":"3b"},"7":{"id":235352,"text":"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.","type":"section","prefixes":["3","b"],"prefix":"b","entire_prefix":"3b","prefix_anchor":"3b","level":2,"prior_prefix":"3a","next_prefix":"4"},"8":{"id":235353,"text":"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.”","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3b"}},"ancestry":[{"id":14825,"edition_id":1,"name":"Title, Creditors and Good Faith Purchasers","identifier":"4","label":"part","depth":2,"order_by":1,"parent_id":13346,"metadata":{},"date_created":"2026-06-26 03:50:09","date_modified":"2026-06-26 03:50:09","permalink":{"id":282123,"object_type":"structure","relational_id":14825,"identifier":"4","token":"8.2\/4","url":"\/8.2\/4\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13346,"edition_id":1,"name":"Commercial Code - Sales","identifier":"8.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:41","date_modified":"2026-06-26 03:44:41","permalink":{"id":281931,"object_type":"structure","relational_id":13346,"identifier":"8.2","token":"8.2","url":"\/8.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":64663,"structure_id":14825,"section_number":"8.2-401","catch_line":"Passing of title; reservation for security; limited application of this section","url":"\/8.2-401\/","token":"8.2\/4\/8.2-401","metadata":false},{"id":56678,"structure_id":14825,"section_number":"8.2-402","catch_line":"Rights of seller's creditors against sold goods","url":"\/8.2-402\/","token":"8.2\/4\/8.2-402","metadata":false},{"id":72662,"structure_id":14825,"section_number":"8.2-403","catch_line":"Power to transfer; good faith purchase of goods; \"entrusting.\"","url":"\/8.2-403\/","token":"8.2\/4\/8.2-403","metadata":false}],"next_section":{"id":56678,"structure_id":14825,"section_number":"8.2-402","catch_line":"Rights of seller's creditors against sold goods","url":"\/8.2-402\/","token":"8.2\/4\/8.2-402","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.2-401\/","history_text":"

This law was first created in 1964. The record of its establishment is cataloged in chapter 219 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1964 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2004, chapter 200<\/a>.<\/p>","references":[{"id":72201,"section_number":"29.1-733.15","catch_line":"Perfection of security interest","order_by":null,"url":"\/29.1-733.15\/"},{"id":76938,"section_number":"29.1-733.2","catch_line":"Definitions","order_by":null,"url":"\/29.1-733.2\/"},{"id":78062,"section_number":"8.1A-201","catch_line":"General definitions","order_by":null,"url":"\/8.1A-201\/"},{"id":81888,"section_number":"8.2-106","catch_line":"Definitions: \"Contract\"; \"agreement\"; \"contract for sale\"; \"sale\"; \"present sale\"; \"conforming\" to contract; \"termination\"; \"cancellation\"; \"hybrid transaction.\"","order_by":null,"url":"\/8.2-106\/"},{"id":58431,"section_number":"8.9A-102","catch_line":"Definitions and index of definitions","order_by":null,"url":"\/8.9A-102\/"},{"id":59732,"section_number":"8.9A-109","catch_line":"Scope","order_by":null,"url":"\/8.9A-109\/"},{"id":83703,"section_number":"8.9A-110","catch_line":"Security interests arising under Title 8.2 or Title 8.2A","order_by":null,"url":"\/8.9A-110\/"},{"id":71502,"section_number":"8.9A-309","catch_line":"Security interest perfected upon attachment","order_by":null,"url":"\/8.9A-309\/"}],"refers_to":[{"id":87157,"section_number":"8.2-501","catch_line":"Insurable interest in goods; manner of identification of goods","order_by":null,"url":"\/8.2-501\/"}],"permalink":{"id":282125,"object_type":"law","relational_id":64663,"identifier":"8.2-401","token":"8.2\/4\/8.2-401","url":"\/8.2-401\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.2-401\/","token":"8.2\/4\/8.2-401","dublin_core":{"Title":"Passing of title; reservation for security; limited application of this section","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.2-401","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Each provision of this title 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 title and matters concerning title become material<\/span> the following rules apply:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Title to goods cannot pass under a contract<\/span> for sale prior to their identification to the contract<\/span> (§ 8.2-501<\/a>), 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 title on secured transactions (Title 8.9A), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> 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: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> if the contract<\/span> 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 <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> if the contract<\/span> requires delivery at destination, title passes on tender there. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Unless other explicitly agreed where delivery is to be made without moving the goods, <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> 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 <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> 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. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation<\/span> of acceptance, revests title to the goods in the seller. Such revesting occurs by operation of law<\/span> and is not a “sale.” <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPASSING OF TITLE; RESERVATION FOR SECURITY; LIMITED APPLICATION OF THIS SECTION\n(\u00a7 8.2-401)\n\nEach provision of this title with regard to the rights, obligations and remedies\nof the seller, the buyer, purchasers or other third parties applies irrespective\nof title to the goods except where the provision refers to such title. Insofar\nas situations are not covered by the other provisions of this title and matters\nconcerning title become material the following rules apply:\n\n1. Title to goods cannot pass under a contract for sale prior to their\nidentification to the contract (§ 8.2-501), and unless otherwise explicitly\nagreed the buyer acquires by their identification a special property as limited\nby this act. Any retention or reservation by the seller of the title (property)\nin goods shipped or delivered to the buyer is limited in effect to a reservation\nof a security interest. Subject to these provisions and to the provisions of the\ntitle on secured transactions (Title 8.9A), title to goods passes from the\nseller to the buyer in any manner and on any conditions explicitly agreed on by\nthe parties.\n\n2. Unless otherwise explicitly agreed title passes to the buyer at the time and\nplace at which the seller completes his performance with reference to the\nphysical delivery of the goods, despite any reservation of a security interest\nand even though a document of title is to be delivered at a different time or\nplace; and in particular and despite any reservation of a security interest by\nthe bill of lading:\n\n a. if the contract requires or authorizes the seller to send the goods to the\n buyer but does not require him to deliver them at destination, title passes to\n the buyer at the time and place of shipment; but\n\n b. if the contract requires delivery at destination, title passes on tender\n there.\n\n3. Unless other explicitly agreed where delivery is to be made without moving\nthe goods,\n\n a. if the seller is to deliver a tangible document of title, title passes at\n the time when and the place where he delivers such documents and if the seller\n is to deliver an electronic document of title, title passes when the seller\n delivers the document; or\n\n b. if the goods are at the time of contracting already identified and no\n documents of title are to be delivered, title passes at the time and place of\n contracting.\n\n4. A rejection or other refusal by the buyer to receive or retain the goods,\nwhether or not justified, or a justified revocation of acceptance, revests title\nto the goods in the seller. Such revesting occurs by operation of law and is not\na “sale.”\n\nHISTORY: 1964, c. 219; 2004, c. 200.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}