What is a retention of title (ROT) clause?

In commercial transactions involving the sale of goods, including intellectual property (IP), a seller should consider protecting themselves against the risk that a buyer may default on payment.  In Queensland, one such protection method is provided by section 22 of the Sale of Goods Act 1896 (Qld) (SGA), which states that a seller may reserve the right to transfer title to the property.  At common law, such a clause is known as a Romalpa clause after the case of Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd [1976] 2 All ER 552 (Romalpa case). [Read more…]

Priority issues and the Personal Property Securities Register

The introduction of the Personal Properties Securities Act 2009 (Cth) (PPSA) changed the landscape for secured creditors (Secured Parties) upon a debtor’s (Grantor) insolvency or bankruptcy.  In short, the PPSA allows Secured Parties to register their interests in a Grantor’s assets on the Personal Property Securities Register (PPSR).  Under the PPSA, it is registration of a security interest on the PPSR that (generally) determines the priority of Secured Parties in the event that the Grantor becomes insolvent or bankrupt. [Read more…]

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