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Delivery of furniture and retention of title clause
The delivery of furniture is governed by article L. 624-16 of the Commercial Code and article 1606 of the Civil Code. According to these provisions, if the buyer already had the furniture in his possession in another capacity, delivery is deemed to have taken place with the sole consent of the parties. In this case, for the retention of title clause to be enforceable against third parties, it must be agreed in writing in the sales contract.
Fulfill the opposability condition
In one specific case, the purchaser held the equipment subject to a retention of title clause under a previous sale that expired due to the non-fulfilment of a condition precedent . The question then arises of how to fulfill the condition of opposability which requires that the clause be agreed in writing at the latest upon delivery.
The trial judges ruled that the seller should regain possession of the equipment voluntarily left with the purchaser before concluding a new sale with retention of title clause on September 20, 2007. This decision, however, disregarded article 1606 of the civil code, which stipulates that the delivery takes place with the sole consent of the parties if the buyer already had the equipment in his possession in another capacity. In this case, the buyer had the machine covered by the first sale clause lapsed. Thus, the condition of prior establishment of the writing before delivery was deemed unnecessary.
In addition, the Court of Cassation relaxed the formal conditions for the opposability of the clause, recognizing that acceptance can be deduced from the existence of business relations between the parties.
This solution is appropriate because it aligns with the legal provisions and the court’s interpretation. It acknowledges that Buyer’s possession of the Equipment in a prior sale negates the need for a written agreement prior to delivery. In addition, the flexibility available to the Court of Cassation to consider business relationships as proof of acceptance helps in practical situations where strict compliance with formalities may not be possible.
