Title retention and 'all-liabilities' clauses
Clauses that attempt to reserve ownership of the goods supplied in the seller until all obligations owed to the seller by the buyer have been discharged, and not just those flowing from the contract of sale, are slightly more problematic. The argument is that withholding ownership until a long overdue debt has been paid is creating something over and above what was in existence when the clause was first incorporated, unless it simply replaces another security right already provided for. Thus it is more difficult to disguise as something other than the creation of a security interest. The reason for the use of 'all-liabilities' clauses is to circumvent problems of identification that arise if a buyer company has gone into liquidation receivership. Goods originally supplied by the seller are now in the buyer's warehouse. Some consignments have been paid for; others have not. The seller has a difficult task in identifying the goods actually unpaid for. Its task