Retention of Title and “Romalpa”
Although widely known as simply “ Romalpa” the full title of the case is Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd  1 WLR 676. The retention of title issue is a UK insolvency case concerning security and interest in a company’s assets and priority of creditors in a company winding up. The facts are relatively straightforward but the surrounding law and lawyer’s ways and attempts around the decision are interesting
It is no surprise that the law surrounding the Romalpa retention of title is still widely debated as lawyers try to overcome the various problems in retaining client’s title in the event the goods are not paid for.
However, it is likely that it is not the Courts which have misunderstood Romalpa retention of title but the lawyers. Lawyers have taken a clause that worked in the Romalpa circumstances and applied it to Contracts of Sale for a wide range of goods from steel to handbags. The result is that every new retention of title case before the Courts presents yet another set of circumstances. Consequently, with every new decision, lawyers have modified their clauses in readiness for the next case to come to Court.
The following quote exemplifies why the “clause for all seasons” approach adopted by many commercial enterprises and lawyers has added to the chaos, although in this case, it was not a lawyer at fault.
“I once reviewed the terms and conditions of a bathroom-fitting supplier who had cobbled them together from various sets that he collected throughout his career. I was somewhat surprised to come across a clause containing numerous acronyms that I had not seen before and discovered that there was a United Nations Arbitration Provision!”
It has been said that,
“For every step forward in creating some semblance of certainty in this area of law, the Courts have taken two steps back”
and the law relating to Romalpa retention of title clauses is,
“… a maze, if not a minefield and one has to proceed with caution every step of the way”.
Perhaps the Courts took their steps back while the lawyers went through the minefield!
A buyer’s insolvency caused problems for the seller if the seller had not been paid and/or granted a period of credit. The seller lost his goods and the money due in respect of them, the liquidator having first call on any assets. If that buyer had subsequently sold the goods and had been paid for them, then title to the goods passed to that new “Bona Fide Purchaser for Value” unless of course the buyer had notice of the seller’s interest.
Although it was, and still is possible to create a charge over a buyer’s Limited Company and assets, the practicality of doing this meant that few sellers ever protected themselves in this way. Any seller trading with a sole proprietor or a partnership could not even create a charge in that way. It is true that a charge could be registered against such a person’s personal assets, typically their home, but once again, few sellers did this. The result was that in the event of a buyer’s insolvency the seller usually lost his money and retention of title to his goods.
The Courts would not (and still will not) imply any Reservation of Title into a Contract, it must be expressed. In the Romalpa retention of title case, the seller expressed their Reservation of Title into the contract. It may seem quite simple; “A “sells goods to “B” who doesn’t pay, “A” wants them back. The basic “Romalpa” clause says, “Those goods remain mine if you haven’t paid for them”.
What happened in “Romalpa”?
Aluminium Industries Vaassen BV (A.I.V.), a Dutch Company, sold aluminium foil to Romalpa Aluminium Ltd. The contract provided , interalia, for return of aluminium foil in the event of non-payment of any monies due and the right to any goods made from the foil. Romalpa went into liquidation owing money to A.I.V. The relevant clauses of the contract (paraphrased) are shown below.
Clause 13 :
- Romalpa would only own the goods when all monies had been paid.
- Until paid for, Romalpa were to store the goods so that they clearly belonged to A.I.V
- If Romalpa made anything else from the goods, A.I.V. were to be given ownership of the new goods until all monies had been paid
- Until all monies were paid, Romalpa were to store the newly created goods in a capacity of fiduciary owner and in such a way that they could be recognised as such
- Romalpa could sell the good to their own customers provided they handed over their rights (book debts) against their sub-buyers until the goods had been paid for
Clause 22 : Romalpa got only 14 days credit even if they had a complaint
Clause 25 : If Romalpa doesn’t pay in time, A.I.V. could take their goods back
In Romalpa, A.I.V. sought:
- to trace the proceeds of sale of raw, manufactured and mixed materials, (although strangely enough, the contract did not provide for proceeds of sale of raw materials) and..
- to recover identifiable raw material still in the buyers possession in preference to the claim of the liquidator or any other unsecured creditor.
Romalpa, argued that the clauses of the contract were not incorporated and that the claim should fail. The basis of the argument was that the “previous course of dealings” which were subject to the same terms of the contract, and on which A.I.V. relied, were at an earlier time, when the now Directors of Romalpa were trading as a partnership (a different entity). The argument failed. The Courts both at first instance and on appeal rejected the argument, the Judges all being of the opinion that the Directors had knowledge of the clause from their dealings as a partnership. They concluded that the Limited Company dealt with the claimant with that imputed knowledge of the Terms and Conditions and that the clause (and other clauses) was therefore incorporated into the contract.
The defendants also argued that the clauses created a charge over the assets (materials supplied), which was void for lack of registration. This creation of a charge was explored in the later case of Clough Mill Ltd v Martin (post) where it was held that as the seller had retention of title, there could be no charge as it is not possible to charge something that is owned by someone else.
Various monies had been paid to Romalpa by it’s own customers for foil which they had bought. Those monies were paid after the Receiver had been appointed and fortuitously, they had been placed in a separate bank account and not mixed with any other monies. It may have been possible to trace the proceeds of sale even if the proceeds had been mixed with other monies provided that a fiduciary relationship existed. The Court found in favour of A.I.V in respect of those monies and in respect of the return of raw foil held in Romalpa’s stock. Roskill J said, “…those goods … were the plaintiffs goods which they were selling as agent for the plaintiff to whom they remained fully accountable. If an agent sells his principal’s goods he stands in a fiduciary relationship with his principals to whom he fully accountable.” Megaw J added “It is not a power to sell for the defendants own account, but it is a power to sell for the account of the plaintiff”, (as in Clause 13 (5) above).
A.I.V succeeded in their claim for return of goods in stock and monies received from sub-sales and held in a separate account by the receiver. The Lawyers then jumped on the decision. The chaos had started.
Lawyers addressing the Retention of Title Problem
The standard Retention of Title phrase, “Title to goods does not pass to the buyer until paid for in full” often features in seller’s standard terms and conditions and whilst it is better than nothing it, is less than ideal. Armed with the Romalpa decision lawyers set about using the “Romalpa “ cause to protect their seller’s interest in every scenario. It appears that they failed to consider just what happens to a seller’s good.
If “A” sells goods to “B” and “B” sells to “C”, then “B” does not always act as agent for “A” as a fiduciary. Indeed the English Courts have not found a fiduciary relationship in respect of any subsequent reported decisions. Not every agent or bailee occupies a fiduciary position and even an express intention may not lead to the Courts finding one. In using the Romalpa clause, lawyers have unwisely relied on the Courts finding or agreeing that a fiduciary relationship exists between buyer and seller and when it came Court, their Lordships failed to find one.
What happens to goods after sale? The problem.
If “A” sells goods to “B”, and “B” sells them to “C”, several things can happen to those goods in short and long term (depending on “B’s” business). It is the multiplicity of ways in which goods can be dealt with after sale and misunderstanding by lawyers that has led to apparent chaos in the law. The following list of eventualities perhaps explains why the lawyers have so often failed to understand Romalpa and retention of title.
After sale by “A”, goods initially can:
1) Stay in “B’s” stock (raw)
2) Be made into something else without any material addition and stay in the “B’s” stock ( Pongakawa, Thyssen, ICI, Modelboard post) (processed)
3) Be made into something else (mixed) and kept in the “B’s” stock…
- a) with some material addition but original material completely loses identity. Example: “B” makes chipboard from wood and resin (Borden v Scottish Timber Products) (specificatio).
- b) with some material addition but original material keeps identity. Example: “B” puts engines into generator sets, but engines can be removed without damage (Hendy Lennox v Grahame Puttick ) (accessio).
- c) Be made into something else with some material addition, original material keeps identity but cannot be separated without destroying goods. Example: Leather cut up and incorporated into handbags with various other fittings (Re: Peachdart Ltd , Indian Oil Corporation v Greenstone Shipping,) ( confusio)
4)..and finally goods can be consumed completely in the course of the manufacture of another product and lose identity completely or be destroyed. Example: Fuel used in a process. (consumptio)
“B” may have paid or not paid “A” and similarly “C” may or may not have paid “B” at any stage. Any conversion process may be reversible or irreversible and may involve considerable labour or little. Hence conversion can add considerable value or little to the goods.
The 3 categories of goods: raw, processed and mixed, can:
5) remain in “B’s” stock or
6) be sold on to “C”.
7) “C” can sell them to “D” or stock them, process or mix them and may pay for them or have them on credit and so on, ad infinitum.
When the “B” receives any payment from “C” he may retain the proceeds of sale until payment is due to “A” or may pay monies immediately.
Only the circumstances in paras 5) and 6) above apply to Romalpa and retention of title, yet lawyers applied the clause to virtually every contract that subsequently emerged.
There is an implied term in SGA and SGSA that the seller has retention of title to the goods and/or has permission to sell/use them in the course of his business. So, at what stage does title actually pass? In Romalpa, the Claimant had inserted a clause into the contract attempting to define the term and protect their position in the event of the buyer’s insolvency. Since Romalpa however, statute has answered that particular question in s17 of The Sale of Goods Act which states that title passes at the time the parties intend it to pass and that intention is ascertained from the terms of the contract, conduct of parties and circumstances. The Act15 also specifically allows Reservation of Title until specified (in the contract) conditions are fulfilled. As previously mentioned, if there is no Reservation of Title expressed, the Courts will not imply one and title to goods passes on delivery.
S(1) of The Sale of Goods Act (1979) allows a seller to reserve the right over disposal of goods. This, together with s20 confirms acceptance of Retention of title clauses in general.
Who recovers mixed or processed goods?
The A.I.V. clause 13 stated that if Romalpa and retention of title made anything else from the goods, A.I.V. were to be given ownership of the new goods until all monies had been paid. In the event, the Court didn’t even consider this point. Even so, subsequent lawyers relied on such a clause in their contracts to try to recover mixed good. These clauses usually failed. Consider the following paragraphs which look at mixed and processed goods.
The New Zealand Court decided that processed goods (polyethylene granules) which were the subject of a Retention clause and which were made into “other” goods (plastic milk bottles) had lost their identity, (even though they could be returned to their original state). Thus they were not recoverable as the clause was attempting to create a charge. This is in direct contrast with an earlier New Zealand case where timber was sawn up by the buyer but the Court held that it was still identifiable and hence recoverable.
At first glance it is difficult to reconcile these two cases. However, looking at another couple of case may help explain the apparent lack of consistency.
A supplier of cardboard lost retention to title when his sheet material was made into boxes. In a Scottish case, where steel was cut up by a buyer, the retention to title clause was held not to create a charge. The logic behind the decisions appears to be that if the raw material loses it’s value as raw material then the Retention of title clause is an attempt to create a charge and that mere cutting does not create new goods but simply changes the form of the original goods and that they are still identifiable.
Another consideration seems to be the amount of effort that has been expended in the “conversion” process. Mere cutting adds little value and takes little effort whereas manufacture requires considerable expenditure. The fact that the process through which goods may go is irreversible does not seem to be relevant in the Court’s eyes. Considerable work would have been needed to convert the milk bottles back into granules and there would have been degradation of the material, hence the decision that the identity was lost. They were no longer polyethylene granules, they were bottles, whereas the wood was still wood in the former case.
In Romalpa, Mocatta J pointed out that whilst clause 13 makes express provisions imposing a duty on the buyer to:
- store virgin material so that it is identifiable,
- store mixed objects so that they are identifiable,
- hand over the claim he has against his buyer (of mixed materials).
..no mention is made in any of the contract clauses of what happens to the proceeds of the sale of virgin material. The Court implied into the contract the term that proceeds of sales of virgin material were to be treated the same as those of mixed good and hence the defendants were accountable for the proceeds that were held in a separate bank account by the receiver. We will never know if the Court would have come to the same decision had the proceeds been mixed with other monies.
Ten years later, in the similar circumstances of Hendy Lennox, the Court held that the lack of express provision regarding proceeds of sub-sales negated the seller’s claim for such proceeds. Industrial engines were fitted into machinery and as these engines could be removed without damage and still had their identity, the seller’s claim for their return would succeed, but, as mentioned, claims for proceeds of sub-sales would fail for lack of express provision.
After Hendy Lennox, in the case of Tatung, there was express provision in the contract allowing for the proceeds of sub-sales to be traced. In complete contrast to Romalpa this was then held to be a charge, which was void for want of registration. So it seemed that if a reservation was implied (Romalpa), the Court held that this created a fiduciary relationship, but if the term was expressed, then that created a charge.
The various English Court’s decisions mean that as a buyer doesn’t acquire title (under a Retention clause) until the goods are paid for, the buyer cannot charge goods to a seller as he cannot charge something which he does not own. This also means that it is not possible to bring an action “for the price” as title remains with the seller. The seller therefore must rely on the express provisions in the contract.
It is clear that any attempt to reserve title to mixed goods or components of mixed goods will fail unless expressed as the seller loses title when his goods cease to exist or are no longer identifiable. The engines were identifiable and easily removable in Hendy Lennox (ante) and the seller succeeded in the claim for their return.
A credit period in the contract has been held to imply that the buyer could use proceeds of sub-sales for his own business purposes and therefore the Courts have been unwilling to imply that a constructive trust is created.
In Peachdart (post), the title to leather was deemed to have passed to the buyer. The Retention clause was in respect of the finished product. The Court held this to create a charge that was void (for lack of registration) against the receiver’s claim. In all cases sited, the relevant clauses regarding new goods have never taken into account the fact that the buyer may have used goods of his own or goods belonging to someone else in the process which maybe subject to a Retention clause themselves and that the buyer has also contributed labour. It is hardly surprising therefore that Courts have been reluctant to transfer ownership of new goods to a seller. Such a transfer would clearly give a seller an unjust enrichment if the seller did not return any surplus.
A hypothetical case explains; “A” sells paint to “B” (a car manufacturer). The paint is subject to a Romalpa clause. The paint is not paid for. The clause states that ownership of the new goods (car) passes to A if B defaults. If effect was given to the clause, title to the car would transfer to A, yet it has lots of materials belonging to other suppliers and labour provided by B, a grossly unfair result would be achieved: a new car for the price of a few litres of paint.
A further problem that faced claimants was that it was only possible to claim monies in respect of goods that hadn’t been paid for. Thus it was necessary for a claimant to identify the actual items supplied and which had not been paid for even though they may be physically identical to other goods supplied and had been paid for. The “All monies” clause allowed for just this scenario purporting to allow “A” to recover any monies owed by “B”in respect of any goods. Courts were reluctant to accept this but agreed that a seller could recover in the case of Thyssen.
Reserve Title in all Contracts then?
Although generally desirable, perishable goods are probably better sold not subject to a Retention of title clause. Would a seller really want boxes of unpaid for rotten oranges back? No authority could be found covering Retention of Title regarding perishable goods.
The recent Australian Court of Appeal decision in Associated Alloys v Metropolitan Engineering, may now have decided the fate of Romalpa type clauses at last, although it remains to be seen if English Courts are persuaded to follow the decision.
Associated Alloys sold steel to Metropolitan Engineering on a regular basis from 1981 to 1996. Both parties accepted that the Romalpa Clause was incorporated into the contract from the course of dealings (It appeared on the reverse of most of the seller’s invoices). Metropolitan used the steel supplied to make various items that were sold on to their own customers and in particular one large Korean customer. Metropolitan failed to pay all they owed to Associated and subsequently went into voluntary liquidation. None of Metropolitan’s customers were aware that the items they purchased were made from materials (steel) that were subject to a Romalpa cause. Associated had not registered a charge in respect of the steel. The liquidator diligently pursued Metropolitan’s creditors and recovered substantial sums owed to the Company. Associated sought to recover monies held by the liquidator (proceeds of sales) which they maintained was held in trust for them.
The liquidator argued that no trust was created but that the clause created a charge, which was void for lack of registration, the same argument which failed in the original Romalpa retention of title case but succeeded in Peachdart and also in Borden (ante). The argument once again failed
The Associated Alloys clause is as follows:
Title of the goods shall not pass … until payment in full …. The buyer shall … retain them as the fiduciary agent and bailee of the seller.
The buyer may resell … as a fiduciary agent of the seller… and pending resale or utilisation in any manufacturing or construction process, is to be kept separate from its own, properly stored, protected and insured.
The buyer will receive all proceeds … in trust… and will keep such proceeds in a separate account until the liability to the seller is paid
The seller is to have power to appropriate payments … notwithstanding any appropriation by the buyer to the contrary.
If the goods are used in some … process of its own or a third party …, then the buyer shall hold such part of the proceeds … of such process … in trust for the seller. Such part shall be … equal … to the amount owing … to the seller … “.
The proceeds were in fact never held in a separate account as required by paragraph 3 and had been used by the sellers in the course of their business. This contrasts with Royal Brunei Airlines v Tan where the Court held that there was a breach of trust as monies should have been held in a separate account as per the contract but were in fact used for the seller’s business. In Associated Alloys, the Court was not troubled by that failure particularly.
The lack of a separate account however was to prove fatal to Associated Alloys claim. The evidential burden fell on them to prove that monies received by Metropolitan from the Korean company were in respect of steel supplied by them. Metropolitan, besides failing to keep monies in a separate account also failed to identify monies received from the Korean Company as being in respect of goods supplied by them and made from Associated Alloys steel. Associated failed in to prove this to the satisfaction of the Court and hence it was held against them on that point. They did not get their money (or their steel) back. The findings of the Court however in respect of the case in general are noteworthy.
The Australian Court of Appeal found that;
- The proceeds clause was an intention to create a trust and did not create a charge and Associated were therefore permitted to trace the proceeds. It was the physical trace on which they failed as explained in the previous paragraph.
- The monies paid to Metropolitan were held on trust and could be traced.
- The proceeds clause took effect when the steel lost its identity in the manufacturing process.
Before concluding that the Associated Alloys decision is now the panacea to everything that lawyers have been looking for with regard Retention of title clauses, remember that Romalpa was presumed to be a similar panacea back in 1975. That was before a host of later decisions distinguished it.
What came out of Associated Alloys is a decision which, like many English decisions before it, turned the Law around on its head. From a supplier’s point of view, it has laid down guidelines which, interpreted correctly by the English Legal Profession, and by English Courts, may give rise to an effective “Romalpa” Retention of Title clause .
Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd  1WLR676. Via Westlaw
Associated Alloys v *ACN001 452 106 Pty Ltd(in liquidation) [The Associated Alloys Case] HCA 25 (11 May 2000) *formerly Metropolitan Engineering & Fabrications. Via High Court of Australia website.
Re: Diplock’s Estate. Court of Appeal  2 All ER 429. Via Westlaw
Re Hallet’s Estate. [1878 H . 147.] [Court of Appeal]. Via Westlaw
“A handy little friend to know”. Fenwick Elliott, Solicitors, newsletter. 2002 www.fenwick-elliott.co.uk
“Retention of Title.(A Fresh Perspective)”. Jones King Lawyers. Newsletter. 2000
“Retention of Title Clauses”. Brethertons Solicitors, newsletter. Feb 2003. www.brethertons.co.uk
“Retention of Title Factsheet”. Worrells, Solvency and Forensic Accountants.
“Romalpa Clauses and the Issues Concerning”. S. K Ong. www.bond.edu.au
“Romalpa Update”. Watkins Tappell Newsletter 1999. www.wattap.com
Australian Developments in the Law of Retention of Title. Kristina Stock. Insolvency Intelligence Journal. 2002 15 (1), 1-3
“Reservation of Title. Past, Present and Future. Gerard Mc Cormack. Conveyancer & Property Lawyer. Mar/April 1994 129/139
“Retention of Title Clauses . Charge or Trust.” Hayley Neilson. Journal of International Banking Law. 2000 15(7) 170-173
“Retention of Title in English Law”. Michael J E Herrington. International Company and Commercial Law Review. 1994 5(10),335-340
“Title and Transformation: Who owns manufactured goods”. Duncan Webb. Journal of Business Law. 2000 Nov 513-540
“Law of Contract. Cheshire Fifoot and Furmston. 14th Edn. Butterworths.
“Sale of Goods. Part 1”. LLB Open Learning. SPR. London. www.spr-law.com
“The Law of Trusts and Equitable Obligations”. Pearce and Stevens. 3rd Edn. Butterworths.
Table of cases
Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd  1WLR676
Armour v Thyssen Edlstahiwerk  2 AC 339
Associated Alloys v *ACN001 452 106 Pty Ltd(in liquidation) [The Associated Alloys Case] HCA 25 (11 May 2000) *formerly Metropolitan Engineering & Fabrications
Borden v Scottish Timber Products  1 Ch 41
Clough Mill Limited v Martin  1 WLR 111 at 116
Four Point Garage Ltd v Carter  3 All ER 12,
Re: Hallets Estate Knatchbull v Hallett (1880) 13 Ch D 696 (CA)
Hendy Lennox Ltd v. Grahame Puttick Ltd  1 W. L. R. 485
ICI New Zealand v Agnew  2 NZLR 129
Indian Oil Corp v Greenstone Shipping (1988) 1 QB 345
Modelboard Ltd v Outer Box Ltd  BCC 945
National Employers Mutual General Assurance Association v Jones  2 WLR 952 HL
Re: Peachdart Ltd  Ch 130
Pongakawa Sawmill Ltd v. New Zealand Forest Products Ltd  3 NZLR 304
Royal Brunei Airlines Sdn. Bhd. v Tan  2 A.C. 378
Tatung (UK) Ltd v Galex Telesure & ors (1989) BCC 425
 Armour v Thyssen (post)
 Peachdart (post)
 Brethertons, Solicitors. Newsletter Feb 2003. //www.brethertons.co.uk/commConFactTitle.htm
 “Rot of Title and Proceeds of Sub-Sales-A new area of uncertainty” by Robert Ribeiro of SPR, Sale of Goods. Part1 p57 (2002)
 Hendy Lennox Ltd v. Grahame Puttick Ltd  1 W. L. R. 485 at 493, per Staughton J.
 Four Point Garage Ltd v Carter  3 All ER 12,
and also National Employers Mutual General Assurance Association v Jones  2 WLR 952 HL
 Re: Interview Ltd  IR 382
 s.396 (1) The Companies Act 1985.
 The liquidator for the Company rather than the Company itself
 In all other cases sited, apart from Associated Alloys (post), defendants raised “non-incorporation” of the Retention clause but the argument has consistently failed.
 s.395 The Companies Act 1985
 Re: Hallets Estate. Knatchbull v Hallett (1880) 13 Ch D 696 (CA)
 (1976) 1WLR 676, at 689
 (1976) 1WLR 676, at 694
 “Retention of Title (A fresh perspective)” Jones King Lawyers Newsletter. P4 paragraph 6
 Clough Mill Limited v Martin  1 WLR 111 Goff LJ at p987
 Part of the claim in Romalpa.
 The AIV clauses covered this but was not part of the claim
 Borden v Scottish Timber Products  1 Ch 41
 “Manufactured”. Latin. Roman Law doctrine
 Hendy Lennox Ltd v. Grahame Puttick Ltd  1 W. L. R. 485
 “Attached”. Latin. Roman Law doctrine
Re: Peachdart Ltd  Ch 130
 Indian Oil Corp v Greenstone Shipping (1988) 1 QB 345
 “Mixed”. Latin. Roman Law doctrine
 “Consumed”. Latin. Roman Law doctrine
 Part of the claim in Romalpa
 s.12 (1) Sale of Goods Act (1979)
 s.2 (1) Supply of Goods & Services Act (1979)
 The Sale of Goods Act (1979)
 s. 17 (1) The Sale of Goods Act (1979)
 s.17 (2) The Sale of Goods Act (1979)
 s.19 The Sale of Goods Act (1979)
 Although we are primarily concerned with the English Courts, some Colonial decisions are worth of note by virtue of the fact that they have featured in English proceedings
 ICI New Zealand v Agnew  2 NZLR 129
 Pongakawa Sawmill Ltd v. New Zealand Forest Products Ltd  3 NZLR 304
 Modelboard Ltd v Outer Box Ltd  BCC 945
 Armour v Thyssen Edlstahiwerk  2 AC 339
 Pongakawa and Thyssen (ante)
 ICI (ante) and Associated Alloys (post)
 Hendy Lennox (Industrial Engines) Ltd v Grahame Puttick Ltd (1984)1 WLR 485
 Tatung (UK) Ltd v Galex Telesure & ors (1989) BCC 425
 Clough Mill Limited v Martin  1 WLR 111 at 116
 Borden v Scottish Timber Products  1 Ch 41
 Re: Andrabell and also Hendy Lennox
 Re: Peachdart Ltd  Ch 130
 Armour v Thyssen Edlstahiwerk  2 AC 339
 Associated Alloys v *ACN001 452 106 Pty Ltd(in liquidation) [The Associated Alloys Case] HCA 25 (11 May 2000) *formerly Metropolitan Engineering & Fabrications
 s262 Companies Act (this is the Australian statute, but the effect is the same as English statute; s396 Companies Act 1985)
 Royal Brunei Airlines Sdn. Bhd. v Tan  2 A.C. 378
 Romalpa has been quoted as being “distinguished to death”