Retention of Title Dispute Lawyers
If goods are provided to customers on credit, you might expect that you would be entitled to recover them in the event that the customer doesn’t pay you. Unfortunately, that will not be the case unless your terms and conditions contain a retention of title clause.
A retention of title clause will state that ownership in the goods remains with you unless and until payment is received from the customer. It will also give you the right to recover the goods once payment is overdue.
In practice it can often be difficult to enforce retention of title clauses as there may be issues with such things as, identifying the goods, incorporation of your terms of business into the contract, transfer of the goods to a third party, or the customer becoming insolvent.
At Lupton Fawcett, we believe in solving commercial disputes as quickly and efficiently as possible to avoid disturbances to your business and unnecessary expense and worry. We can provide advice and assistance on both drafting retention of title clauses and enforcing them.
For more information on how we can help call us today or complete our online enquiry form for a quick response from a member of our team.
For more information on Retention of Title claims, call our team of expert Retention of Title Dispute Lawyers in Leeds, Sheffield or York today or fill in the enquiry form and we will get in touch with you.
Drafting a Retention of Title Clause
A Retention of Title clause creates an important remedy for a supplier who has supplied items for which they have not yet received payment, allowing the supplier the right to recover the goods at any time whilst payment is outstanding.
Importantly, if title to the goods does not pass to the buyer, the supplier cannot enforce its proprietary rights to the property in the event that the buyer enters an insolvency procedure.
The clause will ordinarily be contained in the supplier’s trading terms and conditions, however, it is still necessary to show that these terms and conditions are valid, and have been incorporated into the supply contract. This involves considering the way in which the contract between the parties was formed and the terms that applied to that contract.
Once the right of Retention Title has been established, the drafting of the clause needs to be considered. A common Retention of Title clause will be drafted to prevent legal ownership of goods from passing until “all monies” due to the supplier have been paid by the buyer. It is thus necessary to examine the supplier’s accounts to show whether there are any outstanding monies due from the buyer, which will prevent title from passing to the buyer.
Over the course of trading, there may be periods when all monies have been paid by the buyer, only for there to be future indebtedness. Depending on the drafting of the clause, title to the goods, supplied prior to the period of the zero indebtedness, may have passed to the buyer.
If the clause has been incorporated and is operative, it is necessary to consider whether it is enforceable. For example, it will be necessary to show that the items are identifiable by the supplier and, depending on the facts, it may also be necessary to show that the items have been supplied under a particular (unpaid) invoice.
Finally, a title retention claim can be lost by reason of the item supplied being used in a broader manufacture process (for example, where one ingredient is added to others in an industrial catering recipe, creating a wholly unique final product). In these circumstances, it will be necessary to consider the extent to which the item can be retrieved, i.e. the “degree of annexation”.
How We Can Help
Retention of Title clauses are common standard term of supply contracts, and we have a wealth of experience in drafting suitable Retention of Title clauses that protect your goods and your business, as well as advising both insolvency practitioners and suppliers on the validity of Retention of Title claims.
In addition, our experience in dealing with the enforcement of these clauses means we are ideally placed to achieve the recovery of goods for non-payment where necessary.
Contact Us for Help
Lupton Fawcett are a leading personal and commercial law firm in Yorkshire with well-established offices of highly experienced solicitors in Leeds, Sheffield and York.
We have spent over one hundred years using our legal skills to help you through difficult, complicated or emotional times. Within every area of law, we put your interests first.
We provide a personalised service, with sector specialists and extensive resources to ensure we are giving you the best solutions to your problems.
Lupton Fawcett have long been recognised for our expertise in all forms of Commercial Disputes and Litigation.
Our Commercial Litigation Solicitors act regularly for clients across the United Kingdom including Bradford, Birmingham, Hull, Liverpool, London, Manchester and Nottingham.
The team of experienced Retention of Title Dispute Solicitors can support your needs wherever you live in England, Wales & Northern Ireland.
Call today or complete the enquiry form and we will get back in touch with you quickly. We will always respond promptly, and we will be happy to help.