• Korea Trade Review
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• v.42 no.2
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• pp.391-410
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• 2017

This study examines Romalpa clause as an extended or enlarged retention of title clause under SGA. Under a simple retention of title clause, the seller retains title to goods supplied until the goods have been paid. A simple retention of title gives the seller super-priority interest in other creditors of the buyer without registering a charge. Aluminium Industrie Vaassen BV v. Romalpa Aluminium Ltd introduced the concept of 'extended reservation of title(so called 'Romalpa clause') in English law. It is because the Court of Appeal held that under an extended reservation about title clause the seller can trace his title into money which constitutes the proceed of sale by the buyer of goods supplied by the seller. However, since Romalpa case, the courts are reluctant to uphold the seller's extended title. Under Romalpa clause, the seller attempts to extend his protection by laying claims to new products manufactured from his goods or to proceeds of sale by the buyer. Where the seller's goods are lawfully used by the buyer to create new goods, the property in the new goods will generally vest in the buyer. It is because there has been discomfort if the seller gains the windfall profit of the new goods. Moreover, regarding tracing proceeds of sale by the buyer, the courts held that the seller must establish fiduciary relationship with the buyer. If the fiduciary requirement cannot be established, the extended retention of title clause is seen as a charge over the proceeds, and void if not registered. For these reasons, it is difficult that the claims based on the extended retention of title clause would be upheld.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.75
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• pp.29-48
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• 2017

This study describes the retention of title under UCC. UCC ${\S}$ 2-401 prescribes that any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. It means that the retention of title generates a security interest in the same way like a charge. To be effective, a security interest must be attached or perfected. Once attachment occurs, a security interest is enforceable against the buyer. Once a security interest is perfected, a security interest is enforceable against third parties. Under UCC, a simple retention of title clause is valid as long as it is incorporated into the contract of sale. If the seller acquires a perfected security interest, he as a secured party can enjoy a priority against other creditors. But if a security interest is not perfected but PMSI is afforded, the seller has a special priority. Secondly, under UCC ${\S}$ 9-335 and 9-336, if a security interest under an enlarged retention of title clause is perfected, the seller as the secured party has a valid security interest in the product or mass into which his goods have been mixed or commingled. But in terms of assession of goods, as the seller has a security interest only in his goods, if the seller wants to enlarge his security interest in the whole, a security agreement should cover its intention. Thirdly, under UCC ${\S}$ 9-315, a security interest in proceeds of subsale of goods supplied by the seller is a perfected security interest if the security interest in the original collateral was perfected. But if the proceeds are cash proceeds, it should be identifiable from other funds of the buyer.

• The Magazine for Energy Service Companies
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• s.32
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• pp.38-51
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• 2005

ESCO는 매우 특수한 제도이므로 팩토링 및 회계처리의 근거자료를 확보해 놓을 필요가 있다. 특히 관공서와 ESCO사업을 실시할 경우, 계약서에 에너지절약시설의 소유권 이전을 대금상환 완료시까지 회사에 유보하는 것을 명시하여 관공서 ESCO사업은 ''장기할부거래''로, 일반 ESCO사업은 ''일반원칙거래''로 개념을 정리, 회계에 적용해야 한다. 또한 ESCO사업을 ''용역거래''가 아닌 ''건설공사''로 인식하고 있는 세무공무원이 있다는 점을 감안, 회사매출액을 ''용역매출'' 또는 ''엔지니어링매출''로 표현하여 건설공사로 볼 소지를 차단해야 한다.

• The Korean Journal of Air & Space Law and Policy
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• v.22 no.1
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• pp.125-162
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• 2007

The Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment were adopted on 16 November 2001 at a diplomatic conference held in Cape Town under the joint auspices of UNIDROIT and ICAO. The entry into force of the Cape Town Convention and Protocol have occurred on 1 March 2006. The Cape Town Convention and Protocol provides an international legal regime for the creation, perfection and priority of security, title retention and leasing interests in aircraft equipment, which will be underpinned by an international registry. The purpose of this paper is to explain the objectives and principles of the Cape Town Convention and Protocol, to review the provisions relating to the international interests in aircraft equipment and international registry for their protection under the Cape Town Convention and Protocol, and to discuss the Issues on Korea's accession to the Cape Town Convention and Protocol. As the anticipated results of this paper, it will contribute to facilitate the financing of the acquisition and use of aircraft equipment of high value or particular economic significance in an efficient manner, and to save very large sums of money annually in financing charges, also the international interests in aircraft equipment will be recognized and protected universally.

• The Korean Journal of Air & Space Law and Policy
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• no.spc
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• pp.105-135
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• 2007

The Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment were adopted on 16 November 2001 at a diplomatic conference held in Cape Town under the joint auspices of UNIDROIT and ICAO. The entry into force of the Cape Town Convention and Protocol have occurred on 1 March 2006. The Cape Town Convention and Protocol provides an international legal regime for the creation, perfection and priority of security, title retention and leasing interests in aircraft equipment, which will be underpinned by an international registry. The purpose of this paper is to explain the objectives and principles of the Cape Town Convention and Protocol, to review the provisions relating to the international interests in aircraft equipment and international registry for their protection under the Cape Town Convention and Protocol, and to discuss the Issues on Korea's accession to the Cape Town Convention and Protocol. As the anticipated results of this paper, it will contribute to facilitate the financing of the acquisition and use of aircraft equipment of high value or particular economic significance in an efficient manner, and to save very large sums of money annually in financing charges, also the international interests in aircraft equipment will be recognized and protected universally.