Bills of Sale

by Practical Law Commercial Transactions

A Practice Note discussing the role of a bill of sale in commercial transactions for the sale of goods. This Practice Note explains how a bill of sale evidences the transfer of title to personal property and outlines its key elements. It details the distinction between a warranty bill of sale, which includes seller representations and warranties, and a quitclaim bill of sale, which disclaims them, exploring the specific circumstances where each type is used. The guidance also addresses the importance of a bill of sale as a transaction document, highlighting its function as evidence of title even though it may not be required to effect a title transfer. Further, this Practice Note clarifies the concept of a conditional bill of sale, explaining that current law (UCC § 2-401) treats a seller's attempt to retain title in delivered goods as the reservation of a security interest.