Prior Uniform Statutory Provision: Section 20(2), (3), and (4), Uniform Sales Act.
Changes: Completely rephrased, the "powers" of the parties in cases of reservation being emphasized primarily rather than the "rightfulness" of reservation.
Purposes of Changes:
To continue in general the policy of the prior uniform statutory provision with certain modifications of emphasis and language, so that:
1. The security interest reserved to the seller under subsection (1) is restricted to securing payment or performance by the buyer and the seller is strictly limited in his or her disposition and control of the goods as against the buyer and third parties. Under this article, the provision as to the passing of interest expressly applies "despite any reservation of security title" and also provides that the "rights, obligations and remedies" of the parties are not altered by the incidence of title generally. The security interest, therefor, must be regarded as a means given to the seller to enforce his or her rights against the buyer which is unaffected by and in turn does not affect the location of title generally. The rules set forth in subsection (1) are not to be altered by any apparent "contrary intent" of the parties as to passing of title, since the rights and remedies of the parties to the contract of sale, as defined in this article, rest on the contract and its performance or breach and not on stereotyped presumptions as to the location of title.
This article does not attempt to regulate local procedure in regard to the effective maintenance of the seller's security interest when the action is in replevin by the buyer against the carrier.
2. Every shipment of identified goods under a negotiable bill of lading reserves a security interest in the seller under subsection (1) paragraph (a).
It is frequently convenient for the seller to make the bill of lading to the order of a nominee such as his or her agent at destination, the financing agency to which he or she expects to negotiate the document, or the bank issuing a credit to him or her. In many instances, also, the buyer is made the order party. This article does not deal directly with the question as to whether a bill of lading made out by the seller to the order of a nominee gives the carrier notice of any rights which the nominee may have so as to limit its freedom or obligation to honor the bill of lading in the hands of the seller as the original shipper if the expected negotiation fails. This is dealt with in the Article on Documents of Title (Article 7).
3. A nonnegotiable bill of lading taken to a party other than the buyer under subsection (1) paragraph (b) reserves possession of the goods as security in the seller but if he or she seeks to withhold the goods improperly the buyer can tender payment and recover them.
4. In the case of a shipment by nonnegotiable bill of lading taken to a buyer, the seller, under subsection (1) retains no security interest or possession as against the buyer and by the shipment he or she de facto loses control as against the carrier except where he or she rightfully and effectively stops delivery in transit. In cases in which the contract gives the seller the right to payment against delivery, the seller, by making an immediate demand for payment, can show that his or her delivery is conditional, but this does not prevent the buyer's power to transfer full title to a sub-buyer in ordinary course or other purchaser under section 2-403.
5. Under subsection (2) an improper reservation by the seller which would constitute a breach in no way impairs such of the buyer's rights as result from identification of the goods. The security title reserved by the seller under subsection (1) does not protect his or her retaining possession or control of the document or the goods for the purpose of exacting more than is due him or her under the contract.
Point 1: Section 1-201.
Point 2: Article 7.
Point 3: Sections 2-501(2) and 2-504.
Point 4: Sections 2-403, 2-507(2), and 2-705.
Point 5: Sections 2-310, 2-319(4), 2-320(4), 2-501, and 2-502 and article 7.
Definitional Cross References:
"Bill of lading". Section 1-201.
"Buyer". Section 2-103.
"Consignee". Section 7-102.
"Contract". Section 1-201.
"Contract for sale". Section 2-106.
"Delivery". Section 1-201.
"Financing agency". Section 2-104.
"Goods". Section 2-105.
"Holder". Section 1-201.
"Person". Section 1-201.
"Security interest". Section 1-201.
"Seller". Section 2-103.