Comparative Analysis of the Impact of Buyer’s Insolvency on Contract of Sale Across Various Jurisdictions
Ujjwal Agrawal
4th Year B.A. L.L.B. (Business Law Hons.), National Law University, Jodhpur
Abstract
This article compares the rights and remedies that a supplier of goods has against an insolvent buyer in India with various jurisdictions and through this comparative research, the author focuses on analyzing the resemblances and incongruities in the avenues undertaken under the corresponding mercantile law of India and these other regimes to scrutinize the cavities in the Indian System and provide suggestions for the same. The analysis undertaken by the author results into the finding that even amidst the advent of modern statutes like the Insolvency and Bankruptcy Code, 2016, Indian regime is not comprehensive enough to deal with contemporary situations that such insolvency might pose as the principle statute that deals with contract for Sale of Goods is the archaic and much needing upgradation but still in usage – The Sale of Goods Act of India, 1930.
Keywords: Unpaid Seller, Insolvent Buyer, Sale of Goods, Insolvency, Remedies, Vendor, Vendee, Commodities.
Introduction
Insolvency is generally debilitating to the Corporate Debtor and all contractual arrangements a business entity enters into. In such circumstances, it is necessary to evaluate how those contractual relationships are treated under the established legal regime to make the whole process more streamlined and commercially feasible over time and one of the more typical examples of such a contractual relationship that parties enter into between each other is for supply of goods. The principal legislation in force in India that controls them is the Sale of Goods Act, 1930.[1] But since we now have the Insolvency and Bankruptcy Code, 2016 (“IBC”),[2] in force, it is crucial to observe how these two sets of legislations operate in tandem when the buyer of such goods becomes insolvent.
This paper’s comparative analysis displays the similarities and differences between India and several other jurisdictions. The methodology used here emphasizes these similarities and differences to understand why the different legal systems have embraced their respective approaches in favour of specific remedies. As a result, it investigates the underlying reasons behind various techniques, mainly how they influence the de facto outcomes for the seller and buyer. Pursuant to this purpose, countermeasures available to an unpaid seller,[3] under these commercial sale contracts have been thoroughly explored to present compelling reasons for each of these significant regimes, emphasizing their virtues and showing the potential possibility for development in India’s regime.
Important factors influencing the remedies at disposal of the vendor
It is common practice in both Sale and Agreement to Sell (“ATS”) contracts that the price may not be paid at the time of execution of the agreement even when it is for specific goods,[4] and in such circumstances, the purchaser of the goods may go insolvent before payment of the price of the goods. A typical specimen of this situation would be when a manufacturer or distributor supplies on credit to a purchaser and eventually learns of their client’s insolvency and therefore powerlessness to pay the invoice when it becomes due. Such an unpaid seller has multiple rights associated with the goods whose whole or even part payment is not made to him by the insolvent buyer.[5]
The availability of practical and legal remedies tends to be determined by who has the goods and, more importantly, in what capacity, which would entail the questions of possession and, even more so, the passing of property being of prime importance to determine the ability to exercise them. They often also vary with the jurisdiction one is situated in. The usual countermeasures at such a supplier’s disposal, as against the goods, are retention of title, right to implement a lien over them, right to stop them in transit, right to reclaim and right to resell. It would be prudent to analyze how these rights take shape in different jurisdictions compared to India, among any other remedy such a seller has.
Remedies that the Unpaid Seller has under Various Jurisdictions
United Kingdom
English Sale of Goods Act, 1979 defines an insolvent person under Section 61(4) as someone who has not paid his debts or is unable to pay them as they become due, whether he may or may not have done an act of bankruptcy or and he may or may not have become a notour bankrupt or not.[6] Further, the purchaser’s insolvency under English law allows the supplier to exercise his rights irrespective of when the amount is due.[7]
As stated, ownership is quite essential in determining what kind of remedies is available with both the purchaser and supplier. Consequently, the purchaser has no proprietary rights in the subject matter before ownership has passed, and hence, being insolvent he cannot obtain an order for specific performance as it would violate the pari passu principle.[8] However, specific remedies are available with the supplier even when ownership is transmitted to the purchaser. One specimen is the right to exercise lien over the goods, where the unpaid supplier has the authority to withhold delivery unless the amount is paid to him,[9] even if the property has passed.[10]
This can be solely exercised when he has possession of them. Additionally, suppose the goods or commodities are to be delivered in installments. In that case, it may be treated as an indivisible contract, allowing the supplier to implement his lien on any portion of the materials not provided yet in case some percentage of the entire amount remains to be paid unless the purchaser can show that the right to lien was waived.[11] This may be done, for instance, when every delivery is to be handled as a separate covenant to be paid individually.
Even if he has done away with their custody, he has the right to stop them so long as he can stop them in conveyance (“stoppage”), even though they may have been passed to the purchaser.[12]
If we consider reservation of the right of disposal, it is very transparent in English law that property passes only when intended.[13] This intention would determine whether there was an intention to retain the subject matter. For instance, it is presumed to be reserved until payment is received if the waybill is deliverable to the supplier’s order and is only endorsed to him following payment.[14]
A supplier’s claim regarding any unused goods,[15] via retention of title clause would be enforceable against any consecutively assigned receiver, provided the provision is inculcated in the covenant.[16]In cases where commodities subject to a provision are sold to another party, a satisfactory title may be transferred to it, either through virtue of law otherwise when the supplier grants a license or agency to sub-sell.[17]
Once the official receiver seizes things as the insolvent’s property and subsequently learns of existence of a probable claim, they should not be deposed of until the legality of that claim is determined.[18] He must be totally satisfied that the claim is invalid and if he sells items subject to a condition, he may be accountable to the supplier in damages.[19]
Australia
Under Australian mercantile law, a corporation would be obligated to finish the sales contract if it had purchased goods or services and then went into liquidation unless it determined that it was an onerous contract that should be disclaimed.[20] However, the counterparty may try to prove a claim of compensation against this.
The supplier, who has not been paid, has similar rights of lien,[21] stopping the commodities in transit,[22] and preserving of the right of disposal,[23] as in the UK.[24] The supplier should issue a stoppage notice to the buyer as it would serve the purpose of making it easier for him to establish his lien for the amount not received and moreover, a transporter’s lien for amount remaining (if any) for conveyance of, and other charges on the respective commodities would be prioritized.[25] This also means that remedies like the right of stoppage and exercising lien aren’t limited to a single jurisdiction, as International Private Law has long recognized contracting parties’ ability to suspend performance in case of an anticipatory breach. To illustrate, via Article 71 of the United Nations Convention on the International Sale of Goods, a side can cease fulfillment of its duties if, after the agreement’s execution, it becomes perceptible that there will be deficiency in completing a significant portion of their duties by the other party, owing to either a major shortcoming in that party’s capability to render performance or creditworthiness; or their comportment in laying the groundwork to perform or performing.[26]
Provided the unpaid seller gives notice to the purchaser, he can merchandize the commodities again subsequent to exercising his countermeasures of lien and stoppage, and subsequent purchaser of such goods would acquire a good title even when put against the first seller.[27]
Canada
Rights of lien[28], stoppage,[29] and reservation of disposal,[30] are similar to the prior two jurisdictions. However, coupled with this, the Canadian Bankruptcy and Insolvency Act ( R.S.C., 1985, c. B-3) provides certain special rights to an unpaid seller under Section 81.1. The purpose of it is to afford such a supplier with an ability, subject to certain conditions, to reacquire commodities which are sent within a thirty day period of a purchaser’s insolvency or, conversely, to acquire the remaining amount for them.[31]
Nonetheless, these conditions can prove to be quite onerous as they require that the debtor is bankrupt, and the goods provided are in the debtor’s possession, identifiable, and in the same condition as when delivered, and not yet been sold to an independent purchaser or are not yet subject to an agreement for sale such a purchaser.[32]
This thirty-day time interval per Section 81.1 commences when the goods arrive and not when they are delivered to the common carrier.[33] It is also requisite under Section 81.1 that a request in writing be given for repossession, to the consignee or official receiver in the appropriate form must be forwarded by the supplier, which must be completed in a generally satisfactory manner in terms of form compliance and with reasonably acceptable supporting documents included to allow the receiver to identify the commodities which are the subject of the claim.[34]
USA
On discovering the buyer’s insolvency, the seller may deny delivering goods unless he is paid in cash.[35]The demand for cash would not vitiate the agreement or rescind the contract since the insolvency of the buyer gives rise to constructive conditions in the original agreement providing the privilege to keep the commodities as security.[36] When the contract is entered with credit terms inculcated into it, often it is understood that the supplier has done away with his lien,[37] but only when his credit is unaffected, this happens, and insolvency may enable the exercising of lien.[38]
If the purchaser has acquired them while he was insolvent, on credit, then he may request them back within ten days of knowing this, but if there is misrepresentation of him being insolvent within three days of their delivery, then this limitation does not apply.[39] The provision then subjects the retaking right to the rights of a purchaser in the ordinary course of business or other bona fide purchaser.[40] Within thirty-seven states, the right is also subject to “lien creditors,” which are described as receivers in equity (appointments made under state law) and trustees in bankruptcy (appointments made under federal law).[41]
The above-mentioned remedies may seem to provide content to the right to “cancel” because they appear to allow a seller to replevy where he has explicitly agreed to a cash sale or when the buyer becomes suddenly insolvent. But, on the contrary, they are inaccurate gauges of the seller’s actual ability to exercise a “right to cancel” as everything may be fine for so long as the litigation is confined to the vendor and purchaser. However, once third parties, such as lien creditors or purchasers from the buyer, acquire standing to protest, the seller’s ability to replevy is seriously compromised.[42]
It also provides the right of stoppage,[43] but the transporter is not bound to honour a demand for stoppage against goods subject to a negotiable title document until that document is surrendered.[44] The rationale for this is that if the carrier has failed to deliver the goods to the bearer of the negotiable bill of lading, the carrier may be held accountable to him for the value of the commodities specified therein.[45]
Such a supplier who has exercised these rights has the option to rescind the title of the buyer, provided he has explicitly reserved the right to disposal, in situation where such buyer defaults or has been in default for an unreasonable period and may even recover damages from him but he has to relay his intention to rescind by giving notice or some other act which may need not to be an overt act that is required to be communicated.[46]
An unpaid seller with a lien, or who has made use of the right of stoppage, may sell them again where they are perishable, or he explicitly withholds such right in the extremity that the recipient defaults or wherein the he has been in arrears on the purchase for an unacceptable period of time.[47]
Analyzing the Law in Place in India by Comparing and Contrasting it with the above-discussed Jurisdictions
Before moving to the remedies available under Indian law first, if we peruse the meaning of an insolvent person under the Act, it says that heist one who ceases to clear his dues in the normal course or when he is not able to pay his debts when they fall due despite the fact that he may have done an act of insolvency or not.[48] What constitutes an act of insolvency is provided under Provincial Insolvency Act.[49] If we contrast this definition, especially the last part of it, with that under the English Sale of Goods Act, it would be clear that English law states “whether he has committed an act of bankruptcy or not” instead. The Indian position could lead to a significantly broader interpretation of who could be considered an insolvent person for the purposes of the Act. This is significant because the purchaser’s insolvency allows the seller to exercise several remedies even on passing of commodities to the buyer.
Under English law, a supplier must be confident of the buyer’s position before counting on insolvency to rationalize the countermeasure against the goods, meaning mere suspicion of impending insolvency is insufficient unless additional facts suggest insolvency, having a creditors’ meeting will not be enough to determine whether the remedies should be exercised, for instance. However, under Indian law, there is much scope for the contrary.
When we inspect remedies, under the SGA, 1930 (India),it would disclose that the unpaid seller alohas the right to implement lien,[50] notwithstanding the fact that they may be partly delivered,[51] along with stoppage even when they have been passed to the purchaser,[52] and right to resell with no requirement of giving notice to the first buyer if the goods are of perishable nature.[53] He can also do so when he expressly reserves the right to sell them again when his purchaser arrears.[54]
There is also the remedy of reserving their disposal available with the seller as ownership transfer only when intended,[55] which is something similar to English Law, and this is true for most of the SGA, 1930 as India was a British Colony at the time of passing of the Act.
However, one key thing that needs to be discussed here is how the English regime has evolved with the introduction of Consumer Protection Act, 2015 and mainly, the Corporate Insolvency and Governance Act, 2020, which proscribes suppliers from stopping supply while an entity is in the process of being rescued, but it also includes protections to guarantee the payments of continuous supply, and they can be released of this obligation if it causes adversity to their trade.[56] To improve a entity’s odds of recuperation, Section 14 of the CIGA 2020, which inculcates additional part 233B into the English Insolvency Act, 1986, stipulates that in a case where a sale agreement for commodities inculcates a clause enabling the vendor to abolish the covenant or “do anything else,” such a provision will no longer continue to operate when the entity is subject to a required insolvency process.[57]
This ban applies whether the cancellation or ipso facto clause in question works automatically or requires the other party to make an election or provide notice. Also, the SGA, 1930 (India) states that if the vendor was qualified by the agreement to abolish it or the supply before the entity underwent insolvency (due to an instance occurring prior to the insolvency process), the supplier then wouldn’t be able to utilize that abolition right when the entity is in insolvency.[58]
There are no express provisions dealing with such a situation either in the Act or Insolvency and Bankruptcy Code, 2016, which provide both buyers and sellers with additional protection against the other party’s actions. The fundamental goal of these new measures was to provide assistance in dealing through a restructuring process, maximizing the chances of company rescue or winding up of its business as a going concern.[59] The measures will supplement the policy for a new moratorium and restructuring program process, which are intended to improve the chances of financially troubled enterprises being rescued.[60] This is something that Indian Legislation is missing even though the intention of the IBC, 2016, aligns itself with a largely similar objective.
Continuing with the remedies under SGA, 1930 (India), the consignee may sometimes dispose of commodities concerned even when he has not obtained custody of them or paid their price. In such a circumstance, the issue pertains to whether the seller can use his power of lien or stoppage over the commodities. The general rule which is followed is that any sale or other disposal of the commodities by the consignee does not impact the merchant’s right of lien or stoppage in transit.[61]
However, two exceptions are that, First, when the vendor has agreed to the client’s sale or other disposition, which means that if he approves such a sale or other disposition by the client, the law of estoppels is applicable to him, and he is estopped from disputing the right of the client to get rid of the products and thus from utilising his lien or stoppage rights in such sub-sell by the client.[62] The proviso to section 53 (1) contains the second exemption to this rule, which is when a client lawfully acquires hold of the document of ownership to the merchandise and then transfers it to another person, and the transferee takes it in good faith and for consideration, the unpaid the vendor’s rights are impacted, and the extent to which this occurs is decided by the client’s disposition of the merchandise after acquiring the document.[63]
The SGA, 1930 (India) also does not have any provision for reclaiming the goods akin to Canada, which would become even more difficult in cases where no explicit retention of title provision is included in the covenant. Section 81.1 of the BIA was meant to address the all-too-common issue of an insincere debtor increasing its inventory holdings instantly prior to bankruptcy in a bid to increase realisation for its secured creditors (and thus decrease damage on any personal sureties) to the detrimental consequences for all unsecured suppliers, however, in reality, most merchants’ entitlement to reclaim the merchandize within the thirty day period in the case of insolvency is largely theoretical than actual.[64]
Further, even under the Uniform Sales Act of Unites States or its Uniform Commercial Code (“U.C.C.”), the unpaid sellers have remedies not accessible under SGA, 1930 (India) or its insolvency regime. If the purchaser goes insolvent within ten day period of acquiring the commodities, under U.C.C., the vendor is entitled to regain them automatically. The framers of the U.C.C. made it explicit that the acquisition of products by the client within ten days of apparent insolvency constituted a deliberate business deception of solvency at the time of acquisition and is thus unlawful against the specific vendor.[65] However, when fraud is claimed, the court has been persistent in requiring actual misrepresentation, therefore, the buyer or his agent must have made a fraudulent representation, and mere intent of not to reimburse or concealed insolvency did not render the transaction illegal.[66]
In India, it is necessary that unless the merchandise is perishable, notice to sell again have be delivered not beyond a reasonable period of time following the violation of the agreement, and the consignee should also be provided with an appropriate chance to either fulfil the contract or supervise the sale,[67] however, according to U.C.C., the vendor’s notice of intent to resell the products to the original buyer is not required for the resale to be legitimate. But the instance where such right is not based on the perishability of the merchandize or on an explicit clause of the contract or the sale, the giving of, neglect to give, such notice will be considered by the court in the event of trial in determining whether the consignee was in breach for an irrational period before the resale was made.[68] Notice of the time and place of a resale by the seller is not a necessary condition for the legitimacy of the resale itself. What constitutes reasonable time to fulfil is itself a question of fact which could oftentimes be problematic, especially if it is to be fulfilled by an insolvent entity. This could create economic hardships for the buyer despite taking adequate measures to allow him to complete his obligations. This is among many provisions under U.C.C., which are more comprehensive and better suited to cater for the needs of both the buyer and seller.
One significant thing India lacks regarding its international trade is its non-ratification of CISG, unlike countries like USA and Canada. India’s regime further becomes a problem when international sales are concerned as India has neither adopted CISG nor has it adopted UNCITRAL Model Law on Cross border Insolvency, which provides a skeleton for dealing with situations when assets or creditors of companies are located in more than one direction. Contracts of sale, as widely recognized, are a salient component of international trade, highlighting the critical need for consistent regulation of such contracts in the evolution of international trade and commerce, which is what the CISG is seeking to achieve and what the Indian mercantile law lacks. It is an international treaty that aims to regulate international sales contracts and provide parties with a contemporary, uniform, and impartial system well-suited to current trade needs.[69] The CISG considerably contributes to legal stability by regulating and resolving various concerns, such as interpretation issues, competing national systems, and the costs connected with contract drafting, among others.[70]
It stipulates that when the consignee fails to execute his own obligation, the seller may:
Take the remedies bestowed under Articles 62 to 65 of the CISG (demand for performance, termination of the agreement); and claim for compensation as allowed in Articles 74 to 77 of the CISG.[71] The client’s obligations under the CISG involve settling the price and accepting conveyance of the goods.[72] Furthermore, this part contains typical criteria for contract breach treatments, and the wronged party may require performance, seek damages, or terminate the arrangement in the event of a fundamental breach.[73] Adding to this, it predominantly makes use of legal phrases that may seem vague, wide, or even ambiguous (such as “reasonable excuse,” “reasonable time,” and so on). This turns out to be beneficial rather than being a drawback because these terms allow judges more leeway in interpreting the CISG’s requirements on a case-to-case basis.[74] Analogously these terminologies are purposefully vague to depict a middle course amidst the competing and incompatible goals of different legal systems.[75]
The fact that the CISG has been “the most successful international document so far” cannot be contested.[76] The crucial requirement of the present is for Indian traders to become acquainted with the legislation of several other international countries. It would allow them to adhere to a single uniform legislation, modified as they see fit.
Suggestions
The Act has become an archaic legislation and is not suited to deal with contemporary situations which require more comprehensive solutions for both the vendor and vendee, for example, providing a provision akin to Canadian law, which would allow the seller to reacquire the commodities if within days of acquiring them, the vendee is declared insolvent albeit with relatively reasonable and actually feasible requirements to exercise it.
This is just one of the many possible and sought-after changes but the main motive behind conveying this is to give a message that while India’s insolvency regime has evolved quite a lot owing to the advent of modern legislations like IBC, 2016, there are still few areas where it lacks clarity and thus requires up gradation.
Additionally, though there are some parallels, it is clear that documents like CISG and the Act are quite distinct and isolated, with vastly different fundamental ideas. Adopting CISG principles, which were primarily designed with a civil law bent in contemplation, by nations akin to India, which enshrine common law, will be difficult in various ways. However, subject to increased examination and a much more thorough investigation, it may simply be essential to transition to alternative, eventually uniform, standards in order to facilitate trade in an increasingly interconnected world.
Conclusion
In a nutshell, the scope and intricacy of the factors causing the disparity between India and these other jurisdictions do not lend themselves to a simple explanation. The approach in these jurisdictions, especially in English law and U.C.C., is pragmatic and focused on commercial efficiency and utilitarianism principles to release the contracting parties from their obligations and enable them to exercise their rights immediately. However, this is not the case under Indian law, where priority is given to the fulfilment and protection of the contract.
Aside from the stipulated contractual terms, which should usually be delved into as the beginning point for determining what treatment the vendor can make use of in any jurisdiction, particularly in India where the statute is not that comprehensive in terms of remedies at disposal to both vendor and vendee and thus would largely depend on court’s discretion in determining which party is at fault. The contract provisions in existence in such cases may change or override those remedies. Where accessible, they may enable a vendor to keep or regain the hold of the items and possibly resell them to a new solvent client. Finally, vendors who have not been paid should exercise ample caution prior to seeking for cessation of a contract to avoid a claim for wrongful termination or repudiation of the sale contract from their customer, which can be exercised even by an insolvent buyer.
References:
[1]The Sale of Goods Act, 1930, No. 03 of 1930 (India) [hereinafter SGA, 1930 (India)].
[2]The Insolvency and Bankruptcy Code, 2016, No. 31 of 2016, Acts of Parliament, 2016 (India) [hereinafter The IBC, 2016 (India)].
[3] According to SGA, 1930, §45 (India), an unpaid vendor is one who has not been paid for the supplied materials and has had a commercial paper dishonoured as a form of conditional payment.
[4]SGA, 1930, §5 (India); The Sale of Goods Act, 1979, c. 54 (Eng.) §18, https://www.legislation.gov.uk/ukpga/1979/54 [hereinafter SGA, 1979 (Eng.) ]
[5]See SGA, 1930, §46 (India).
[6]SGA, 1979, §61(4) (Eng.); A notour bankrupt is a person who has not succeeded in discharging his debts within the days of grace allowed by the court.
[7]See SGA, 1979, §41 (Eng.).
[8] Treatment of Contracts in Insolvency 7.36 (Dennis Faber et al. eds., Oxford University Press 2013)
[9] The Sale of Goods Act, 1979, §41(c) (Eng.); Sajid Ahmed et al, Sale and Storage of Goods in the UK (England and Wales): Overview, Thomson Reuters Practical Law, Aug. 1, 2021, https://uk.practicallaw.thomsonreuters.com/26186005?transitionType=Default&contextData=(sc.Default)&firstPage=true
[10] SGA, 1979, §41(2) (Eng.).
[11] SGA, 1979, §42 (Eng.).
[12] SGA, 1979, §39(1)(b) (Eng.).
[13] SGA, 1979, §17 (Eng.).
[14]See SGA, 1979, §19 (Eng.).
[15]L.S. Sealy, Retention of Title: The Quick and the Dead, 56 The Cambridge L. J. 28, 28-30 (Mar., 1997).
[16] https://www.gov.uk/guidance/technical-guidance-for-official-receivers/13-retention-of-title
[17] SGA, 1979, §25(1) (Eng.).
[18]supra note 15.
[19]Id.
[20]supra note 8, at 1.16; Corporations Act2001 (Cth) s 568 (Austl.).
[21]Sale of Goods Act 1954 (Cth.) s 44(1)(c) (Austl.). [hereinafter SGA 1954 (Austl.)]
[22]SGA 1954 s 47(Austl.).
[23]SGA 1954 s 24 (Austl.).
[24]SGA 1954 s 43 (Austl.).
[25]Gilgandra Marketing Co-Operative v Australian Merchandise Pty Ltd. [2011] NSWSC 16.
[26] Vienna Convention on International Sale of Goods, 10 Apr. 1980, 1489 U.N.T.S 3 (entered into force 1 Jan. 1988), art. 71 [hereinafter “CISG”].
[27]Sale of Goods Act 1954 (Cth.) s 51 (Austl.).
[28] Sale of Goods Act, R.S.B.C. 1996, c 410, s 44 (Can.). [hereinafter SGA, 1996 (Can.)]
[29]SGA, 1996, s 47 (Can.).
[30] SGA, 1996, s 24 (Can.).
[31] Bankruptcy and Insolvency Act, R.S.C. 1985, c B-3, s 81.1 (Can.). [hereinafter BIA, 1985 (Can.)]
[32]BIA, s 81.1(1)(c) (Can.).
[33] Re: Zachary’s Furniture Ltd. (1994), 24 C.B.R. 3d 238 (Can.)
[34] Royal Bank v. Stereo People of Canada Ltd. (Trustee of) (1996), 43 A.R. 3d 389 (Can. Alta. C.A.).
[35] U.C.C. § 2-702 (Am. Law lnst. &Unif. Law Comm’n 1977); Rock-Ola Mfg. Corp. v. Leopold, 98 F.2d 196 (C. C. A. 5th 1938); Havighurst, Clauses in Sales Contracts Protecting the Seller against Impairment of the Buyer’s Credit, 20 Minn. L. Rev. 367 (1936)
[36] John H. Uhl, Theeffect of Purchaser’s Insolvency on Seller’s Duty to Deliver Goods, 37 Mich. L. Rev. 979-981 (Apr., 1939).
[37] Uhl, supra note 36; Willis v. Glenwood Cotton Mills, 200 F. 301 (D. C. S. C. 1912).
[38]Uhl, supra note 36; Southwestern Freight & Cotton Press Co. v. E. O. Stanard, 44 Mo. 71 (1869).
[39]U.C.C. § 2-702(2) (Am. Law lnst. &Unif. Law Comm’n 1977).
[40] W. Hillman, The Unpaid Seller’s Rights in the US: A Parallel to the Germany’s Eigentumsvorbehalt, 1 Int’l Bus. L. Rev. 43 (1973).
[41]Id.
[42]Ellen A. Peters, Remedies for Breach of Contracts Relating to the Sale of Goods under the Uniform Commercial Code: A Roadmap for Article Two, 73 The Yale L. J. 199-287 (Dec., 1963).
[43]U.C.C. § 2-705 (Am. Law lnst. &Unif. Law Comm’n 1977).
[44] Uhl, supra note 36.
[45]supra note 40.
[46] William A. Logan, A Comparison of the Rights and Remedies of Buyers and Sellers Under the Uniform Commercial Code and the Uniform Sales Act Under the Uniform Commercial Code and the Uniform Sales Act, 49 Kentucky L. J. 270, 274 (1960)
[47]Id.
[48]The Sale of Goods Act, 1930, §2(8) (India).
[49] The Provincial Insolvency Act, 1920, No. 5 of 1920, §6 (India).
[50]SGA, 1930, §47(1)(c) (India).
[51]SGA, 1930, §48 (India).
[52]SGA, 1930, §50 (India).
[53]SGA, 1930, §54 (India).
[54]SGA, 1930, §54(4) (India).
[55]SGA, 1930, §19 (India).
[56]Shalchi A., The Corporate Insolvency & Governance Act, 2020 24 (6 Apr., 2022)
[57]Id.
[58] The Insolvency Act, 1986, c. 54 (UK), §233B (4), https://www.legislation.gov.uk/ukpga/1986/45/pdfs/ukpga_19860045_en.pdf
[59]The Department for Business, Energy and Industrial Strategy, Explanatory Notes on Corporate Insolvency and Governance Act, 2020 (20 May 2020), https://publications.parliament.uk/pa/bills/cbill/58-01/0128/en/20128en.pdf
[60]Id.
[61]SGA, 1930, §53(1) (India).
[62] Knight v Wiffen (1870) 5 QB 660.
[63]SGA, 1930, §53(1) Proviso (India).
[64] In Thomson Electronics Inc. v. Consumers Distributing Inc. (1996), 43 C.B.R. 3d 77 (Onta. Genr. Divn.) Farley J. commented that the operationality of Section 81.1 can make one conjecture if it provides a false hope to suppliers or not.
[65]Young J., A Seller’s Remedies on Discovery of the Buyer’s Insolvency Under the UCC, 58 Dick. L. Rev. 158 (1954).
[66]Id.; Smith v. Smith, 21 Pa. 367 (1853).
[67]The Sale of Goods Act, 1930, §63 (India).
[68]supra note 40.
[69]Pedro Mendoza,The Treaty Examiner, 3 Online J. Int’l L. 107-128 (June, 2020).
[70]Id.
[71]CISG, art. 61.
[72] United Nations Commission on International Trade Law, CISG (Vienna, 1980)
[73]Id.
[74]P Schlechtriem& Schwenzer, 1 ‘Introduction’ in E Muñoz, Schlechtriem& Schwenzer: A Commentary on the CISG 163 (Aranzadi 2011).
[75]Id.
[76]The United Nations Convention on Contracts for the International Sale of Goods:Theory and Practice 1 – 23 (Cambridge University Press 2016).
