Retention of title clause

In 1976 the English Court of Appeal decided the Romalpa case: a Dutch supplier of aluminum foil, unpaid by an English buyer that had gone into receivership, recovered the metal still in stock and the proceeds of resales already made, because its terms of sale kept it owner until full payment. The name stuck. In London it is a Romalpa clause, elsewhere retention of title. In France the clause defers the passing of title until the price is paid in full (articles 2367 and following of the Civil Code), and the Dubanchet law of May 12, 1980 made it enforceable against creditors in the buyer's insolvency. The rest is in the Commercial Code. The clause must have been agreed in writing no later than delivery, the goods must still be found in kind at the debtor's premises, and the seller must file its claim within three months of the publication of the opening judgment in the BODACC, first with the administrator or the debtor, then before the supervising judge. Out of time, its ownership can no longer be asserted against the proceedings. If the buyer has resold, the claim shifts to the price still owed by the sub-purchaser; if the goods burned, to the insurance proceeds. The limit is well known: steel welded into a frame or flour baked into bread cannot be taken back. For the credit insurer the clause weighs on recoveries. Policies generally require the insured to exercise its reclaiming rights, and what the seller takes back is deducted from the indemnifiable loss or shared according to the insured percentage, depending on the policy wording.