A more recent version of these Consolidation Rights Remedies Rot notes – written by Cambridge And Oxilp And College Of Law students – is available here.
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ICL Work Shop 2
Workshop Consolidation: Task 1: The first thing we did was to determine whether there had been a breach of the contract and therefore whether the S had not been paid and could bring actions against the B: The Seller has not been paid. Applying formula above: Step 1 Relevant Terms in the Contract Clause 5.2 of the contract states that payment is within 30 days Step 2 Are the terms incorporated?
Incorporation happened when the contract was signed and therefore the term has been properly incorporated in the contract. Step 3 Breach of Contract Clause 5.2 was breached as payment did not occur within 30 days of delivery and invoice in accordance with said clause. Step 4 Relevant remedy of the Seller or buyer
? The Sellers main remedy is an Action for the price under clause 5.2 of the contract; and
? Under s.49 of the SGA (the most important remedy for the seller) the seller can bring an action for the price.
? It may not be worth pursuing the buyer as he is insolvent Step 5 Is there a ROT CLAUSE? If none then s.18 will apply (see default provisions p.58 & p.59)Yes, clause 6 in the contract is ROT clause. The effect of a ROT clause is that, in the last resort, the S can recover its own goods and prevent a liquidator/administrator or trustee in b'ruptcy disposing of the goods. Then, we applied the ROT clause to all the questions about the products that the B still had in its possession. We applied the ROT clause because the seller is not in possession of the goods. It makes sense, if the S was in possession of the goods then it would not need the ROT clause and could use any of the remedies to the unpaid seller (p.52): a. an action for the price, b. seller's lien, c. a right of resale, or d. even stopping the goods in transit Thus, we only need to use the ROT clause when the Seller is NOT in possession of the goods. In such case, Step 5 is there a ROT CLAUSE?
kicks in and you will need to answer the questions by analysing the ROT clause and applying it to the facts in order to determine whether the S can recover its goods (i.e. apply the elements of step 5). That is the whole purpose of that clause. You will need to go to chapter 6 and determine which elements of the clause will be available for the S to recover its goods.
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