Hales Sand & Gravel, Inc. v. Utah Tax Comm'n

In Hales Sand & Gravel, Inc. v. Utah Tax Comm'n, 842 P.2d 887 (Utah 1992), the Court was faced with the question of whether title passed at the point of shipment or at the point of delivery where there was no explicit provision in the sales agreement. Id. at 891-94. Applying the UUCC, this court held that "unless otherwise explicitly agreed 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." Id. at 892 (quoting Utah Code Ann. 70A-2-401(2) (1997)). This section describes the point at which title transfers; it does not refer to whether title has passed and is therefore inapposite to the issue at hand. Further, the parties in the case at bar "otherwise explicitly agreed" in the Agreement that title passed at closing. Id.