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smaller lots or commercial units were routinely stopped. [U.C.C. § 2-705(1), cmt. 1 (1951); 2 Hawkland UCC Series § 2-705:1, Westlaw (database updated June 2021).]
a. Seller with a Right to Stop Delivery v. Transferee Generally, the seller’s right to stop delivery will prevail over the rights of anyone to whom the buyer would transfer the goods. The rationale here is that the buyer can transfer only whatever rights it has to the goods, and the buyer’s rights in the goods are subject to the seller’s right to stop delivery. Thus, the buyer’s transferee’s rights in the goods are also subject to the seller’s right to stop delivery. [ See 2 Hawkland UCC Series § 2-705:1, Westlaw (database updated June 2021).] b. Duration of Seller’s Right to Stop Delivery The seller may typically stop delivery until the goods reach the place of final delivery. More particularly, the right to stop delivery continues until: the buyer receives the goods; a bailee, other than a carrier, acknowledges to the buyer that the bailee is holding the goods for the buyer; a carrier acknowledges to the buyer that the carrier holds the goods for the buyer either by acting as a warehouseman or by reshipping the goods; or a negotiable document of title covering the goods is negotiated to the buyer. [U.C.C. § 2-705(2) (1951); 2 Hawkland UCC Series § 2-705:2, Westlaw (database updated June 2021); Determining the Place for Delivery, Seller’s Tender of Delivery and Shipment of Goods, supra .] A Carrier Acknowledging Goods by Acting as a Warehouseman or by Reshipping the Goods As mentioned, the seller’s right to stop delivery ends when a carrier acknowledges, to the buyer, that the carrier holds the goods for the buyer. The carrier must do so by either acting as a warehouseman or by reshipping the goods. The carrier does not act as a warehouseman merely by doing things incidental to the original shipping contract, for instance, storing the goods for a short time so that the buyer can retrieve them. Rather, acting as a warehouseman requires a separate contract genuinely different in character from the initial shipment. Similarly, reshipping the goods does not include merely diverting the shipment as an incident to the original transport contract. [U.C.C. § 2-705(2)(c), cmt. 3 (1951); 2 Hawkland UCC Series § 2-705:2, Westlaw (database updated June 2021).]
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