Bob says to Rob: "I offer you $1,000 for this thing".

Rob replies: "I accept your offer".

From this very moment, is Bob the legal owner of the thing? Or does he need to wait for the occurrence of payment, payment clearance or delivery before he becomes the owner?

Bob and Rob are both private individuals who do not know each other other than for this transaction. Rob is not a store, he is just a one-off seller of the only thing (which he owns). There is no written agreement.

1 Answer 1


In the , the parties are generally free to agree to a different rule, but by default, the rule under UCC Article 2-401 is that:

title passes to the buyer at the time and place at which the seller completes his performance with reference to the physical delivery of the goods.

It is therefore not clear whether Bob is the legal owner of the thing yet. If this transaction unfolds at Rob's garage sale, and Bob is already holding the goods, it seems unlikely Rob as any futher delivery obligations, so the title has likely transferred.

But if Bob is replying to Rob's listing of This Thing on Facebook Marketplace for $1,000 with an offer to deliver it to the buyer, then title would not transfer until Rob makes delivery.

  • 3
    This is the same rule at common law and in Canada. And if it were otherwise (if the buyer became the owner as soon as the contract was made), then the buyer would have an action in replevin rather than breach of contract, and special performance would effectively become an automatic remedy for the buyer rather than an exceptional remedy.
    – Jen
    Commented May 25 at 14:35
  • 3
    Also the rule in australia; title passes when possession passes unless the contract provides otherwise or formalities need to be complied with (e.g. motor vehicles, real estate)
    – Dale M
    Commented May 26 at 0:02
  • @jen what about contracts that specify otherwise then?
    – Tak
    Commented May 26 at 4:08
  • 1
    @Tak: Unless the provision is specifically prohibited by statute, it will govern the transfer of title (i.e. whatever the contract says happens, happens, unless the law says that such a contract is illegal).
    – Kevin
    Commented May 26 at 7:51
  • @user149408 couldn't you say (in a contract) "the buyer will be the owner, but the seller keeps to use it for X time"? Commented May 27 at 0:05

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