ROT Clause. Understanding contracts. Daniela Zabala

1. Understanding
Contracts II
Daniela Zabala-
Seminario de Ingles Jurídico 2020 Universidad Católica de Cuyo sede
San Luis.

2. Retention of title
clauses
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3. Retention of Title Clause
In a contract for the sale of goods, there is
question about when title in the goods
passes from one party to the other.
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4. Retention of Title Clause
▧ To have title to or in goods means to be the
legal owner of those goods.
▧ Lawyers also refer to having title in goods as
having ‘property in’ goods.
▧ This means to have legal ownership of those
goods.
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5. Retention of Title Clause
▧ Lawyers often include a retention of title
clause in contracts for the sale of goods.
▧ A lawyer must anticipate the pitfalls that his
or her client might experience in the future
and try to protect the client from such
problems when drafting the contract.
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6. Retention of Title Clause
▧ A retention of title clause (ROT) says
protects the seller from the pitfall of a buyer
who does not pay.
▧ The clause says that the seller retains title to
the goods until the seller receives full
payment.
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7. Retention of Title clause
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The following law-journal article provides a summary and
discussion of a case concerning a dispute between a
seller and a buyer of goods in which a ROT clause plays a
central role.
An important concept in the article is that of a trust,
which refers to the setting aside of the money or property
of one person for the benefit of one or more persons. A
trustee is a person who holds something in trust for
another.

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9. Retention of Title clause
Read the article then match these phrases with the paragraphs they
refer to.
a) The legal issue in question
b) The overall significance of the holding
c) A brief summary of the High Court holding
d) The reason for the failure of the seller’s appeal
e) The wording of the ROT clause
f) The reason why the High Court rejected the rulings of the first two
courts
g) The High Court’s definition of the legal relationship between the
parties
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10. 10
Listening Activity
A legal writing seminar on drafting clauses

11. Thanks!
Any questions?
You can find me at daniela.zabala26@gmail.com
Sources: Mason Catherine. “The Lawyers English Language Coursebook”, Second Edition, Global Legal English
LTD, 2014, England.
Krois-Lindner Amy y Firth Matt. “Introduction to International Legal English”, Cambrigde University Press, 2008,
UK.
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