Glossary
Retention of title
retention of titleRetention of title keeps ownership of goods with the seller until they are paid, even after delivery. Sale of Goods Act 1979 s.19 lets the seller reserve a right of disposal. Aluminium Industrie Vaassen BV v Romalpa Aluminium [1976] 1 WLR 676 is the leading case. It works on goods; it does not hold back copyright in a design.More in the glossary keeps ownership of goods with the seller until they are paid, even after delivery. Sale of Goods Act 1979 s.19 lets the seller reserve a right of disposal. Aluminium Industrie Vaassen BV v Romalpa Aluminium [1976] 1 WLR 676 is the leading case. It works on goods; it does not hold back copyright in a design.
Last updated 28 October 2026
A printer, a merch run, a hardware drop: ROT is the clause that says the goods stay ours until the invoice is cleared. Simple ROT (“title stays with the seller until paid”) is the form that usually stands. All-monies clauses and claims over mixed or resold goods are where the clause fails, especially once a buyer is insolvent and other creditors are in the queue.
For freelance IP, the cousin is “copyright assigns on full payment”, not ROT. See IP assignment and licence. Lex will put a payment-trigger on the assignmentAssignment is the transfer of rights under a contract to someone else, such as the right to be paid. In England and Wales a legal assignment of a debt must be in writing, absolute, and notified, under the Law of Property Act 1925 s.136. Duties do not pass by assignment; moving duties takes a novation.More in the glossary and, if you are selling physical prints, a one-line ROT on those goods. Do not paste a Romalpa clause onto a brand film.
Does retention of title work for services and IP?
Not as a title clause. There are no “goods” in a strategy deck. Hold back the IP assignment until payment, and keep a licence that ends if the invoice is unpaid. Calling that “retention of title” confuses a later insolvency practitioner and does not help you.
What did Romalpa decide?
The seller kept title in the foil and, on those facts, a duty to account for proceeds. Later cases narrowed the proceeds and mixed-goods parts. A simple “title does not pass until paid” clause on identifiable goods is the part that still earns its place. Registering a charge is a different, heavier step.
How does it sit with a deposit?
A deposit is money on account. ROT is about title in goods. You can take both: a depositA deposit is money paid up front, before the main work or the final invoice.More in the glossary before you print, and title retained until the balance lands. Do not treat the deposit as passing title early unless you mean to.
What happens on the buyer’s insolvency?
You may reclaim identifiable goods that still belong to you. Once they are mixed, sold or paid for, ROT usually dies. An all-monies clause is often recharacterised as a charge that should have been registered. Insolvency practitioners will ask for the clause, the invoices and proof the goods are yours.
A worked example
A studio sells 500 printed lookbooks. The contract says title in the printed copies stays with the studio until the invoice is paid in full, and that copyright in the design assigns only on that payment. The client takes delivery, then stalls. The studio can demand the unsold boxes back under s.19 / Romalpa, and can stop the client using the design files under the unpaid assignment. Two different levers, written as two different sentences.
How it shows up in a contract
Sample wording · our own drafting
Title to any Goods remains with the Supplier until the Client has paid the Fees for those Goods in full. Until title passes, the Client will store the Goods separately and will not pledge them. This clause does not apply to intellectual property, which is dealt with in the IP clause.
In Plain English
The physical items stay ours until you pay for them. Keep them separate and do not borrow against them. This is not about copyright — that is in the IP clause.
Common mistakes
- Pasting a Romalpa clause onto a services or software job where there are no goods.
- Relying on an all-monies or proceeds clause that a later court will treat as an unregistered charge.
- Forgetting to say the goods must stay identifiable and separate.
- Thinking ROT assigns or withholds copyright. Use IP assignment for that.
What the legislation says
Where there is a contract for the sale of specific goods, or where goods are subsequently appropriated to the contract, the seller may, by the terms of the contract or appropriation, reserve the right of disposal until certain conditions are fulfilled; in that case, notwithstanding delivery, the property in the goods does not pass to the buyer until the conditions imposed by the seller are fulfilled.
Source: Sale of Goods Act 1979, s.19Checked 3 November 2026Pending lawyer review
Sources
- Sale of Goods Act 1979, s.19Checked 3 November 2026Pending lawyer review
Frequently asked questions
What is retention of title?
A clause that keeps ownership of goods with the seller until they are paid, even after delivery. Sale of Goods Act 1979 s.19 is the statute; Romalpa [1976] 1 WLR 676 is the case.
Does retention of title work for services or IP?
No. Hold back the IP assignmentAn IP assignment is a transfer of ownership in the work, so the client owns it instead of the person who made it.More in the glossary until payment instead. See /glossary/ip-assignment.
What did Romalpa decide?
The seller kept title in identifiable goods and, on those facts, a duty to account for proceeds. Later cases narrowed the proceeds part. Keep the clause simple.
How does it sit with a deposit?
A deposit is money on account. ROT is title in goods. You can take both. See /glossary/deposit.
Related
The legal wording governsLast reviewed 28 October 2026Pending lawyer review