D.C. Code § 28:2-401
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:
(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
(3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods,
“Send”. Section 1-201.
“Seller”. Section 2-103.
“Security interest”. Section 1-201.
“Sale”. Section 2-106.
“Rights”. Section 1-201.
“Remedy”. Section 1-201.
“Receipt” of goods. Section 2-103.
“Purchaser”. Section 1-201.
“Party”. Section 1-201.
“Goods”. Section 2-105.
“Good faith”. Section 2-103.
“Document of title”. Section 1-201.
“Delivery”. Section 1-201.
“Contract for sale”. Section 2-106.
“Contract”. Section 1-201.
“Buyer”. Section 2-103.
“Bill of lading”. Section 1-201.
Definitional Cross References: “Agreement”. Section 1-201.
Point 3: Sections 1-201, 2-402, 2-403, 2-502 and 2-716.
Cross References: Point 2: Sections 2-102, 2-501 and 2-502.
4. The factual situations in subsections (2) and (3) upon which passage of title turn actually base the test upon the time when the seller has finally committed himself in regard to specific goods. Thus in a “shipment” contract he commits himself by the act of making the shipment. If shipment is not contemplated subsection (3) turns on the seller’s final commitment, i.e. the delivery of documents or the making of the contract.
3. The “special property” of the buyer in goods identified to the contract is excluded from the definition of “security interest“; its incidents are defined in provisions of this Article such as those on the rights of the seller’s creditors, on good faith purchase, on the buyer’s right to goods on the seller’s insolvency, and on the buyer’s right to specific performance or replevin.
2. “Future” goods cannot be the subject of a present sale. Before title can pass the goods must be identified in the manner set forth in Section 2-501. The parties, however, have full liberty to arrange by specific terms for the passing of title to goods which are existing.
1. This Article deals with the issues between seller and buyer in terms of step by step performance or non-performance under the contract for sale and not in terms of whether or not “title” to the goods has passed. That the rules of this section in no way alter the rights of either the buyer, seller or third parties declared elsewhere in the Article is made clear by the preamble of this section. This section, however, in no way intends to indicate which line of interpretation should be followed in cases where the applicability of “public” regulation depends upon a “sale” or upon location of “title” without further definition. The basic policy of this Article that known purpose and reason should govern interpretation cannot extend beyond the scope of its own provisions. It is therefore necessary to state what a “sale” is and when title passes under this Article in case the courts deem any public regulation to incorporate the defined term of the “private” law.
Purposes: To make it clear that:
Prior Uniform Statutory Provision: See generally, Sections 17, 18, 19 and 20, Uniform Sales Act.
Dec. 30, 1963, 77 Stat. 653, Pub. L. 88-243, § 1
Apr. 27, 2013, D.C. Law 19-299, § 3(g), 60 DCR 2634
The 2013 amendment by D.C. Law 19-299 rewrote (3).
1973 Ed., § 28:2-401.
1981 Ed., § 28:2-401.
This section is referenced in § 28:1-201, § 28:2-106, § 28:9-102, § 28:9-109, § 28:9-110, and § 28:9-309.