Commentary

68.3 Substance not form

BAILMENT vol 3(1)
| Commentary

68.3 Substance not form

| Commentary

68.3 Substance not form

Secondly, the supposed fiduciary relationship would require the buyer to account for the whole proceeds of the sub-sale, including any sub-sale profit. Taken to its logical extreme, therefore, the fiduciary analysis could entitle the seller to more than his outstanding debt. But if the seller tries to limit the buyer’s duty to account to that portion of the sub-sale proceeds which merely amounts to the unpaid debt, the seller’s interest begins to bear a very close resemblance to a registrable charge. A term asserting title to sub-sale proceeds will be judged by its substance rather than

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