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Relevance of Buyer’s Failure to Pay, Conformity, and Possession Generally, the buyer’s failure to pay has no bearing on the passage of title. Thus, even if the buyer does not pay, title still passes. However, the seller will have a cause of action for damages. Also, title passes without regard to whether the goods conform to the contract or whether the buyer ever takes possession of the goods. [2 Hawkland UCC Series § 2-401:3, Westlaw (database updated June 2021).] Passage of Title in a Shipment Contract In a shipment contract, title generally passes to the buyer “at the time and place of shipment.” [U.C.C. § 2-401(2)(a) (1951).] Put another way, here, title usually passes when and where the seller properly tenders the goods to the carrier for shipment. [ See 2 Hawkland UCC Series § 2-401:3, Westlaw (database updated June 2021); Seller’s Tender of Delivery and Shipment of Goods, infra .] Passage of Title in a Destination Contract In a destination contract, title generally passes to the buyer once the carrier tenders delivery at the destination. [ See U.C.C. § 2-401(2)(b) (1951); 2 Hawkland UCC Series § 2-401:3, Westlaw (database updated June 2021); Seller’s Tender of Delivery and Shipment of Goods, infra .] b. Passage of Title if Goods Are to Be Delivered without Being Moved Section 2-401 articulates specific rules that apply if the goods are to be delivered without being moved. Typically, the goods will be in a bailee’s possession, as when the goods are at a warehouse. Here, the rules depend on whether the seller is to deliver any documents of title. If so, then title passes when and where the seller delivers the documents. If the seller is not to deliver any documents, and the goods are identified at the time of contracting, then title passes to the buyer at the time and place of contracting. [U.C.C. § 2- 401(3) (1951); 2 Hawkland UCC Series § 2-401:4, Westlaw (database updated June 2021).] Delivery of Documents Generally Broadly speaking, a physical document is delivered when the seller voluntarily transfers physical possession of it. An electronic document is delivered when the seller voluntarily transfers control over it. [2 Hawkland UCC Series § 2-401:4, Westlaw (database updated June 2021).] c. Status of Title if the Buyer Rejects the Goods or Revokes Acceptance Even if title has passed under the rules discussed above, title revests in the seller if the
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