Retention of Title Clauses

Written by Richard O'Shea, Solicitor TEP · Mary Molloy Solicitors, established 1981 · Last reviewed 21 August 2026

What it does

A retention of title (ROT) clause — often called a Romalpa clause — provides that ownership of goods stays with the seller until they are paid for, even though the buyer has possession. Its moment of truth is buyer insolvency: goods you still own are not the insolvent company's assets, so you take them back instead of proving as an unsecured creditor for cents in the euro.

Simple and extended forms

A simple ROT retains title to specific goods until those goods are paid for. An "all monies" ROT retains title until the buyer has paid everything it owes you on any account — far more useful for running accounts, since matching particular goods to particular invoices defeats many simple clauses. Clauses that try to reach further — into proceeds of sale or products manufactured from your materials — are where Irish law pushes back: such extensions risk being characterised as charges which, unregistered, are void against a liquidator. The reliable core is the goods themselves, identifiable, in the buyer's hands.

Making the clause work in practice

• Incorporate it properly — in your terms of sale, presented before contract formation, not on the invoice after
• Identifiability — labelled goods, batch numbers, serial records: you can only repossess what you can point to
• A contractual right of entry — to enter the buyer's premises and recover the goods
• Permission to resell in the ordinary course — so trade can continue — ending automatically on insolvency events
• Risk and insurance passing on delivery — you keep ownership, they carry the insurance obligation
• Move fast on insolvency — assert the claim to the insolvency practitioner in writing immediately, with your paper trail ready