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until the purchaser pays for the goods in cash. Even here, if the transferor delivers the goods before receiving cash payment, the purchaser acquires voidable title. The transferor’s attempted reservation of title despite nonpayment gives her nothing more than a security interest. Thus, the purchaser may then transfer good title to a good- faith purchaser for value. [ See U.C.C. § 2-403(1)(c) (1951); 2 Hawkland UCC Series § 2- 403:3, Westlaw (database updated June 2021).] Goods Procured through Criminal Fraud If one obtains goods through criminal fraud, as opposed to outright theft, then she obtains voidable title. Here, then, it is crucial to grasp the distinction between criminal fraud and outright theft. What differentiates the two is whether the owner voluntarily transferred the goods. If someone deceives the owner into voluntarily transferring the goods, then at most, she has obtained the goods through criminal fraud, giving her voidable title. If someone simply steals the goods, then she has obtained the goods through theft and, hence, has no title at all to transfer. [ See U.C.C. § 2-403(1)(d) (1951); 2 Hawkland UCC Series §§ 2-403:2, 2-403:3, Westlaw (database updated June 2021).] Example : An impostor, falsely representing himself to be a local restauranteur, purchased a car from a man using a check on which the restauranteur’s signature was forged. The impostor then sold the car to a dealership, a good-faith purchaser for value. The impostor acquired the car through deception as to his identity, which was punishable in the state as criminal fraud. Even so, the man did voluntarily transfer the car to the impostor. The impostor did not outright steal the car. Thus, the impostor acquired voidable title to the car and, therefore, could transfer good title to the dealership. By contrast, if the impostor had outright stolen the car, he would have no title to transfer to the dealership. The dealership, then, would have no title to the car. [ See Charles Evans BMW, Inc. v. Williams , 395 S.E.2d 650 (Ga. Ct. App. 1990).] b. Transaction of Purchase In the UCC, the term purchase refers to “taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property.” [U.C.C. § 1-201(b)(29) (2001).] The key word here is voluntary . That is, a transaction of purchase arises if a seller delivers possession of goods to a buyer, intending that the buyer become the goods’ owner. A voluntary transfer, then, requires that the owner assent to the transfer. Accordingly, once again, a thief acquires and can transfer no title. In any case, a purchaser is one who takes by purchase. [U.C.C. § 1-201(b)(30) (2001); see Ryan v. Patterson & Son Motors , 726 So.2d 667 (Ala. Ct. Civ. App. 1998).]
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