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The Encyclopaedia of Forms and Precedents (Vol 4(3)) provides the following description of a simple retention of title clause:
‘Under a retention of title clause, a seller of goods seeks to retain ownership of the goods, even after they have been delivered to the buyer, until he has received payment for them. A retention of title clause usually varies the general rule found in the Sale of Goods Act 1979 Section 18, Rule 1. Under this rule, ownership of the goods passes to the buyer when the contract is made, irrespective of whether the goods have been paid for or delivered, provided that the goods are in a deliverable state.’ (Retention of Title: Encyclopaedia of Forms and Precedents [58.1])
As noted in our Practice Note: Retention of title, a valid retention of title clause gives a seller priority over secured and unsecured creditors of the buyer if the buyer fails to pay for the goods where it is insolvent or for other reasons specified in the clause. The clause should give the seller the right to recover the goods from the buyer. As title will not have passed,
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Broadly, the doctrine of overreaching enables purchasers (which includes tenants and mortgagees) in good faith for money or money’s worth to rely solely on the legal title. In the case of registered land, this means the entries entered on the register of title, as it records ownership of the legal
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