Reserved title clauses mean bill of lading delivery alone does not transfer ownership where payment remains outstanding.

Where a contract for sale reserves ownership in the seller until full payment, title does not pass merely on delivery of the bill of lading. The document explains that a bill of lading is a document of title, but its effect depends on the parties' intention and the payment condition in the purchase orders and invoices. Because the balance price remained unpaid, the transaction was treated as an agreement to sell, and the seller retained title and the rights of an unpaid seller. Goods not owned by the corporate debtor cannot be treated as its assets in resolution, so the equipment had to be returned to the seller, while the separate claim for usage charges was rejected.

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Issues: (i) Whether delivery of the bill of lading to the buyer transferred title to the goods; (ii) whether the appellant continued to own the equipment because the balance sale price was unpaid under the purchase orders and invoices; (iii) whether the equipment could be treated as the corporate debtor's assets and retained in the resolution process.

Issue (i): Whether delivery of the bill of lading to the buyer transferred title to the goods.

Analysis: A bill of lading is a document of title, but its effect depends on the contract and the intention of the parties. Where the transaction is structured so that property passes only on fulfilment of the agreed payment condition, delivery of the document does not by itself conclude transfer of ownership. The contractual terms in the purchase orders and invoices reserved ownership until full payment and therefore negatived an immediate transfer of title on delivery of the bill of lading.

Conclusion: Delivery of the bill of lading, by itself, did not transfer title to the goods in the facts of the case.

Issue (ii): Whether the appellant continued to own the equipment because the balance sale price was unpaid under the purchase orders and invoices.

Analysis: The transaction was treated as an agreement to sell rather than an outright sale until the stipulated consideration was paid in full. Since only part of the price was paid and the balance remained outstanding, the seller's reserved title clause continued to operate. On that footing, the appellant remained an unpaid seller with the rights attached to that status, including the right to retain the goods while in possession and to resist treatment of the goods as fully transferred assets of the buyer.

Conclusion: The appellant continued to be the owner of the equipment because the full consideration had not been paid.

Issue (iii): Whether the equipment could be treated as the corporate debtor's assets and retained in the resolution process.

Analysis: Assets owned by a third party do not become the corporate debtor's assets merely because they are listed in its records or used by it. Since ownership had not passed to the corporate debtor, the equipment could not validly be included as its own assets for resolution purposes. The resolution applicant and the monitoring mechanism were therefore required to facilitate return of the equipment, while no separate claim for usage charges was accepted.

Conclusion: The equipment could not be treated as the corporate debtor's assets and was directed to be handed over to the appellant.

Final Conclusion: The appeal succeeded only to the extent of recognition of the appellant's title and return of the equipment, while the claim for usage charges was rejected and the resolution order was otherwise maintained.

Ratio Decidendi: Where a contract for sale expressly reserves ownership in the seller until full payment, title does not pass on mere delivery of the bill of lading, and an unpaid seller retains ownership and corresponding rights against inclusion of the goods in the buyer's insolvency estate.

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