29.1  Title to goods cannot pass under a contract for sale prior to their identification to the contract, and unless otherwise explicitly agreed, the buyer acquires by their identification a special  property interest as limited by These Regulations.  Any reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited to a reservation of a security interest. Subject to the foregoing, title to goods passes from the seller to the buyer in any manner explicitly agreed on by the parties. 

29.2  Unless otherwise explicitly agreed, title passes to the buyer when the seller completes physical delivery of the goods, even though the seller may have reserved a security interest or a document of title is to be delivered at a different time or place.  In particular- 

a.  if the contract requires or authorizes the seller to send the goods to the buyer but does not require him to deliver them at destination, title passes to the buyer at the time and place of shipment ; but 

b.  if the contract requires delivery at destination, title passes when the seller tenders the goods at the destination. 

29.3  Unless otherwise explicitly agreed, where delivery is to be made without moving the goods- 

a.  if the seller is to deliver a document of title, title passes when he delivers such documents : or 

b.  if the goods are, at the time of contracting already identified and no documents are to be delivered, title passes at the time and place of contracting. 

29.4  A refusal by the buyer to receive the goods, whether or not justified , or a revocation of acceptance, if justified, revests title to the goods in the seller.  Such revesting occurs by operation of law and is not a “sale” 

Power to Transfer; Good Faith Purchase of Goods; “Entrusting” 

30.1  A purchaser of goods acquires all title which his transferor had power to transfer, but a purchaser of a limited interest acquires rights only to the extent of the interest purchased.  A person with voidable  title has power to transfer good title to a good faith purchaser for value.  When goods have been delivered under a transaction of purchase the purchaser acquires such power to transfer good title even though- 

a.  the transferor was deceived as to the identity of the purchaser, or 

b.  the delivery was in exchange for a cheque which is later dishonoured , or 

c.  the delivery was procured through fraud. 

30.2  Any entrusting of goods to a merchant who deals in goods of that kind gives the merchant the power to transfer all rights held by the entrusted to one who buys the goods in the ordinary  course of business. 

Note: “Entrusting” means any acquiescence in retaining possession of the goods, regardless of any condition specified by parties and regardless of whether the entrusting or the possessor’s disposition of the goods are deemed to be larcenous  under the criminal Law. 

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