CONTRACTUAL TRANSFERS OF TITLE

ABSTRACT It is well known that, under a contract of sale, title to goods passes when the parties intend, but it is considered unclear whether the same is true of non-sale contracts. This article argues that there is a long line of cases dealing with “vesting clauses” that establishes that title passes when the parties intend under any contract, not just contracts of sale. This has significant implications for how judges should reason through cases dealing with transfers under contracts and how lawyers generally explain various areas of commercial law.