Retention of title
Retention of title is a contract clause under which the seller keeps legal ownership of goods until the buyer has paid for them, even though the goods have already been delivered. It is also called a Romalpa clause, after the 1976 case that established it in English law.
In practice for trades
Retention of title cuts both ways, and most trades meet it from both sides on the same job. Your merchant's terms almost certainly contain one, so the materials on your van may still legally belong to them. Your own terms can contain one too, so materials you have supplied and not been paid for still belong to you.
It matters most when a customer or a main contractor becomes insolvent. Without the clause you are an unsecured creditor queuing for pennies. With it, unpaid goods that are still identifiable are yours to recover rather than part of the pot.
The limit is the thing to understand. Retention of title protects goods that remain identifiable and separate. Once materials are fixed into a building, a boiler plumbed in or cable buried in a wall, they usually become part of the land and the clause stops helping. It protects your stock on site, not your finished work.
Keep delivery notes and invoices matched so you can prove which goods are which. A clause you cannot evidence is a clause you cannot enforce.
Worked example
You deliver £4,000 of boilers and materials to a site and the contractor goes into administration before paying. Two boilers are still crated in the store, unfitted, and identifiable against your delivery note. Those you can claim under retention of title. The three already installed have become part of the building, and for those you join the creditors.
Related terms
- Delivery note: the record that proves which goods were delivered and when
- Purchase order (PO): where your supplier's own title clause usually sits
- Retention in construction: the unrelated withholding of money that shares the word
Put it in your terms in FieldHive
Build trade terms that include a retention of title clause alongside payment and deposit terms using the Terms & Conditions Builder. It is a starting point, not legal advice, so have a solicitor review it.
Terms & Conditions Builder→
