Confused on Passage of Title?

Question

Crowley, a building contractor, ordered 500 bags of cement from Litvak Building Supply. It was agreed taht Litvak would deliver to a building site and title would pass when delivery was made. Before the bags of cement could be loaded on a delivery truck, a train derailment destroyed much of the supply company's inventory.

My question yes or no.

1. Must Crowley bear the loss and recover damages from the railroad?

2. Is the requirement of delivery to a building site a condition precedent?

3. Did title to the bags of cement pass at the time the order was placed?

Answer 1

No. Crowley did not own the goods and therefore would not bear the loss.
Yes. Title would not pass until such time as they were delivered and accepted at the building site.
No. Title will not pass until all the conditions of the sale are met. Crowley must replace the goods. If they have already been paid for, Crowley must refund the money if they cannot deliver replacement goods.

Business Law I presume?

Answer 2

1. Crowley had no control over the delivery of the goods. Further, according to your fact pattern, title would only pass after deliver to the building site was effectuated. Thus, Crowley should not bear the loss of the load, and be forced to seek recovery from the RR.

2. As you are aware, Litvak's delivery of the goods to the building site preceded Crowley's duty to accept the goods, per the terms of the contract. Thus, Litvak's duty to deliver the goods to the building site was a condition precedent for Crowley's acceptance of the goods.

3. As stated above, delivery was a condition precedent to acceptance of the goods in the contract. Thus, title did not pass at the time of order. Litvak must either deliver new goods, or refund the order.