Okla. Stat. tit. 12A § 2-402

Current through Laws 2024, c. 453.

Section 2-402 - Rights of Seller's Creditors Against Sold Goods

(1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this article (Sections 2-502 and 2-716).

(2) A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.

(3) Nothing this article shall be deemed to impair the rights of creditors of the seller.

(a) under the provisions of the article on Secured Transactions (Article 9); or

(b) where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a pre-existing claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this article constitute the transaction a fraudulent transfer or voidable preference.

Okla. Stat. tit. 12A, § 2-402

Laws 1961, p. 87, § 2-402.

Oklahoma Code Comment

(1) The rights of the seller's creditors to goods in the seller's possession are limited by Section 2-502 , which provides, generally, that if all or part of the purchase price is paid, the buyer is entitled to possession of the goods by keeping a tender of the purchase price open. The creditor's rights are also subject to Section 2-716 , which permits replevin or specific performance by the buyer in certain cases. These provisions are new, and there are no comparable previous Oklahoma statutes or decisions.

(2) and (3) These sections govern the "seller in possession" problem. It retains the rule in Oklahoma 24 O.S. § 6, which provides that a sale unaccompanied by actual and continued change of possession is void as-to subsequent creditors, incumbrancers and purchasers, except for the important modification thereof of: retention for a "commercially reasonable time." Previous Oklahoma decisions under 24 O.S. § 6 have held that retention of possession, for whatever reason, renders the sale void, even though delivery would be impossible. Walters v. Ratliff, 10 Okl. 262, 61 P. 1070 (19.00) [sale of growing crop]; Anderson v. Courtney, 203 Okl. 71, 218 P.2d 361. Note, also, that this; section deals only with the rights of creditors, and not with purchasers, while 24 O.S. § 6 protects both classes. Purchasers are protected by Section 2-403 .