Parties had entered into a bunker supply contract which contained a retention of title clause in favour of the supplier. It purported to allow the buyer to use the goods before title came to be passed.
Held: The owner’s appeal failed. It did not fall within the scope of the 1979 Act, and therefore the buyer could not rely on section 49 to withhold payment in the event that valid title was not passed.
Held: The owner’s appeal failed. The Court was being asked three questions:
Was the contract a contract of sale within section 2 of the 1979 Act. If not, then was OWB obliged via an implied term to perform is obligations by paying timeously, and third, was Wilson to be overruled.
Held: ‘ on the assumed facts:
(i) the contract between OWBM and the Owners was not one of sale, but sui generis;
(ii) that it was not subject to any such implied term or terms, regarding performance by OWBM (or OWBAS) of any supply contract higher up the chain, as the Owners have alleged – though it was no doubt subject to an implied promise by OWBM that OWBM was entitled (in consequence of whatever were the arrangements under which the bunkers had been obtained directly or indirectly from whoever was interested in them) to supply them to the Owners on terms permitting their use for the propulsion of the vessel before payment; and
(iii) that the Owners have no defence to OWBM’s claim to the agreed price.’
Lord Neuberger, President, Lord Mance, Lord Clarke, Lord Hughes, Lord Toulson
[2016] UKSC 23, [2016] AC 1034, [2016] 2 WLR 1193, [2016] 3 All ER 879, [2017] 1 All ER (Comm) 1, [2016] WLR(D) 257, [2016] BPIR 973, [2016] 1 Lloyd’s Rep 589
Bailii, Bailii Summary
Sale of Goods Act 1979 49
England and Wales
Citing:
At ComC – PST Energy 7 Shipping Llc and Another v OW Bunker Malta Ltd and Another (Res Cogitans) ComC 14-Jul-2015
The OW Bunker Group had gone into insolvency. Purchasers from them were no concerned at the possibility, under the industry standard tersm, of having to pay twice.
Held: The owners’ appeal from the arbitration award failed.
The court . .
At CA – PST Energy 7 Shipping Llc Product Shipping and Trading SA v OW Bunker Malta Ltd and Others CA 22-Oct-2015
The oil owners had contracted for its transport with OWBM aboard Res Cogitans under standard terms which would allow the captain to use the oil for navigation before transfer of the title in the oil. The court was now asked whether the agreement . .
Cited – Borden (UK) Ltd v Scottish Timber Products Ltd CA 1979
The plaintiff sold a quantity of resin to the defendant for use in the manufacture of chipboard. The contract contained a reservation of title clause, but both parties contemplated that the resin would be used in the process of production before it . .
Cited – Harry and Garry Ltd v Jariwalla CA 1988
English buyers, Harry and Garry, had under contracts of sale received a quantity of sarees which they found defective and in respect of which they had not yet accepted the relevant bills of exchange, by reference to which, it appeared, the Indian . .
Cited – Armour v Thyssen Edelstahlwerke AG HL 1990
The defendant supplied steel to a manufacturing company under a contract which contained a retention of title clause. The contract was governed by German law. The plaintiffs, who had been appointed as receivers, brought proceedings against the . .
Cited – Forsythe International (UK) Limited v Silver Shipping Co Limited and Others 1993
Delivery under section 24 requires a voluntary act by the person in possession because by section 61(1) of the 1979 Act, unless the context or subject matter otherwise requires, `delivery’ means `voluntary transfer from one person to another’. . .
Cited – Chaigley Farms Ltd v Crawford, Kaye and Grayshire Ltd 1996
The Court was asked as to the title to livestock delivered by the plaintiff farmers to an abattoir under a contract containing a retention of title clause and title to the carcasses following slaughter. One question which arose was whether the . .
Cited – Otis Vehicle Rentals Ltd v Cicely Commercials Ltd CA 30-Jan-2002
Leave to appeal . .
Cited – Caterpillar (NI) Ltd v John Holt and Company (Liverpool) Ltd CA 17-Oct-2013
The defendant (Holt) appealed against the grant of summary judgement given against it in a claim for non-payment of sums due under a distributorship agreement with the claimants. Goods had been agreed to be sold and were delivered by F G Wilson to . .
Cited – Angara Maritime Ltd v Oceanconnect UK Ltd and Another QBD 29-Mar-2010
The court was asked as to the application of Section 25(1) of the Sale of Goods Act 1979 when an unpaid supplier of bunkers to a time charterer claims against the owner of the vessel.
Held: The issue was whether as a matter of fact there was a . .
Cited – Stoneleigh Finance Ltd v Phillips CA 1965
The court was asked whether what purported to be a contract for the hire purchase of certain trucks was in truth an unregistered bill of sale over the trucks thereby disentitling the finance company from taking possession of the vehicles upon the . .
Cited – Otis Vehicle Rentals Ltd v Ciceley Commercials Ltd CA 12-Jul-2002
. .
Cited – Atkinson And Others, Assignees Of Sleddon, v Bell And Others 1828
A. having a patent for certain spinning machinery, received an order
from B. to have some spinning frames made for him. A. employed C. to make
the machines for B., and informed the fatter that he had so done. After the
machines had been . .
Cited – Laird v Pim and Another 18-Jan-1841
Where a party has been let into possession of lands under a contract of purchase, but does not complete the purchase, and refuses to pay the purchase-money, and no conveyance is executed, the vendors cannot recover from him the whole amount of the . .
Cited – Dunlop And Others v Grote And Booker 23-Aug-1845
The plaintiffs declared on a contract by the defendants to purchase certain iron of the plaintiff alleging a promise by the defendants, ‘that, if the delivery of the said iron should riot be required by the defendants on or before the 30th day of . .
Cited – Martineau v Kitching QBD 3-May-1872
Sugar was agreed to be sold, with the price payable ‘Prompt at one month; goods at seller’s risk for two months’, to be kept at the seller’s premises and drawn down by the buyers as wanted. After two months and after only some of the sugar had been . .
Cited – Castle v Playford Cexc 1872
The contract for the sale of ice was for cash on delivery at the rate of 20s a ton as weighed on arrival and delivery in the United Kingdom, but it was agreed that the buyer should ‘take upon himself all risks and dangers of the seas’. The vessel . .
Cited – Stein Forbes and Co v County Tailoring Co 1916
Atkin J said: ‘I doubt whether goods are appropriated unconditionally if the seller does not mean the buyer to have them unless he pays for them.’ The overriding question is whether the intention of the parties appears in the course of the making . .
Cited – Colley v Overseas Exporters 1921
Sellers brought an action for the price of goods sold on terms fob Liverpool. The buyers made five successive nominations of vessels to take delivery of the cargo but in each case the vessel was eventually unable to take the goods. No effective . .
Cited – Muller, Maclean and Co v Leslie and Anderson 1921
. .
Cited – Sempra Metals Ltd v Inland Revenue Commissioners and Another HL 18-Jul-2007
The parties agreed that damages were payable in an action for restitution, but the sum depended upon to a calculation of interest. They disputed whether such interest should be calculated on a simple or compound basis. The company sought compound . .
Cited – Plaimar Ltd v Waters Trading Co Ltd 23-Nov-1945
(High Court of Australia) it was wrong for judgment to be given for the price because ‘[t]he contract did not provide for payment for the goods on a day certain.’ . .
Cited – Minister for Supply and Development v Servicemen’s Co-operative Joinery Manufacturers Ltd 26-Apr-1951
High Court of Australia – Sale of Goods – Passing of property – Specific goods in deliverable condition – Purchaser in possession of goods as bailee – Contract of sale requiring ‘net cash before delivery’ – Seller’s right of action for price though . .
Lists of cited by and citing cases may be incomplete.
Transport, Insolvency, Contract
Updated: 01 November 2021; Ref: scu.563295