{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.2-402.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.2-402.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.2-402.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.2-402.html"}],"law_id":56678,"edition_id":1,"section_id":56678,"structure_id":14825,"section_number":"8.2-402","catch_line":"Rights of seller’s creditors against sold goods","history":"1964, c. 219.","full_text":"1\n\nExcept 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 title (§§ 8.2-502 and 8.2-716).2\n\nA creditor of the seller may 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\n\nNothing in this title shall be deemed to impair the rights of creditors of the sellera\n\nunder the provisions of the title on secured transactions (Title 8.9A); orb\n\nwhere identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting 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 title constitute the transaction a fraudulent transfer or voidable preference.","order_by":null,"text":{"0":{"id":207382,"text":"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 title (§§ 8.2-502 and 8.2-716).","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"next_prefix":"2"},"1":{"id":207383,"text":"A creditor of the seller may 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.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"2":{"id":207384,"text":"Nothing in this title shall be deemed to impair the rights of creditors of the seller","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"3a"},"3":{"id":207385,"text":"under the provisions of the title on secured transactions (Title 8.9A); or","type":"section","prefixes":["3","a"],"prefix":"a","entire_prefix":"3a","prefix_anchor":"3a","level":2,"prior_prefix":"3","next_prefix":"3b"},"4":{"id":207386,"text":"where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting 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 title constitute the transaction a fraudulent transfer or voidable preference.","type":"section","prefixes":["3","b"],"prefix":"b","entire_prefix":"3b","prefix_anchor":"3b","level":2,"prior_prefix":"3a"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.2-402\/","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.<\/p>","references":[{"id":69745,"section_number":"11-1","catch_line":"Certain contracts void as to creditors and purchasers unless in writing; law governing validity of contracts creating security interests","order_by":null,"url":"\/11-1\/"},{"id":59972,"section_number":"55.1-406","catch_line":"Certain recorded contracts as valid as deeds","order_by":null,"url":"\/55.1-406\/"},{"id":76968,"section_number":"55.1-407","catch_line":"Contracts, etc., void as to creditors and purchasers until recorded; priority of credit line deed of trust","order_by":null,"url":"\/55.1-407\/"},{"id":58892,"section_number":"8.1A-301","catch_line":"Territorial applicability; parties' power to choose applicable law","order_by":null,"url":"\/8.1A-301\/"},{"id":83770,"section_number":"8.7-504","catch_line":"Rights acquired in the absence of due negotiation; effect of diversion; seller's stoppage of delivery","order_by":null,"url":"\/8.7-504\/"}],"refers_to":[{"id":73361,"section_number":"8.2-502","catch_line":"Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency","order_by":null,"url":"\/8.2-502\/"},{"id":83382,"section_number":"8.2-716","catch_line":"Buyer's right to specific performance or detinue","order_by":null,"url":"\/8.2-716\/"}],"permalink":{"id":282129,"object_type":"law","relational_id":56678,"identifier":"8.2-402","token":"8.2\/4\/8.2-402","url":"\/8.2-402\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.2-402\/","token":"8.2\/4\/8.2-402","dublin_core":{"Title":"Rights of seller’s creditors against sold goods","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.2-402","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

1.<\/span> Except as provided in subsections (2) and (3), rights of unsecured creditors<\/span> of the seller with respect to goods which have been identified to a contract<\/span> for sale are subject to the buyer’s rights to recover the goods under this title (§§ 8.2-502<\/a> and 8.2-716<\/a>). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A creditor<\/span> of the seller may treat a sale or an identification of goods to a contract<\/span> for sale as void if as against him a retention of possession<\/span> by the seller is fraudulent under any rule of law<\/span> of the state where the goods are situated, except that retention of possession<\/span> 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. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Nothing in this title shall be deemed to impair the rights of creditors<\/span> of the seller <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> under the provisions of the title on secured transactions (Title 8.9A); or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> where identification to the contract<\/span> or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security or the like and is made under circumstances which under any rule of law<\/span> of the state where the goods are situated would apart from this title constitute the transaction a fraudulent transfer<\/span> or voidable preference. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRIGHTS OF SELLER’S CREDITORS AGAINST SOLD GOODS (\u00a7 8.2-402)\n\n1. Except as provided in subsections (2) and (3), rights of unsecured creditors\nof the seller with respect to goods which have been identified to a contract for\nsale are subject to the buyer’s rights to recover the goods under this\ntitle (§§ 8.2-502 and 8.2-716).\n\n2. A creditor of the seller may treat a sale or an identification of goods to a\ncontract for sale as void if as against him a retention of possession by the\nseller is fraudulent under any rule of law of the state where the goods are\nsituated, except that retention of possession in good faith and current course\nof trade by a merchant-seller for a commercially reasonable time after a sale or\nidentification is not fraudulent.\n\n3. Nothing in this title shall be deemed to impair the rights of creditors of\nthe seller\n\n a. under the provisions of the title on secured transactions (Title 8.9A); or\n\n b. where identification to the contract or delivery is made not in current\n course of trade but in satisfaction of or as security for a preexisting claim\n for money, security or the like and is made under circumstances which under\n any rule of law of the state where the goods are situated would apart from\n this title constitute the transaction a fraudulent transfer or voidable\n preference.\n\nHISTORY: 1964, c. 219.","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}}