Re Interview Ltd

• Jurisdiction: Ireland
• Judgment Date: 07 March 1975
• Date: 07 March 1975
• Docket Number: [1973 No. 150 Sp.]
• Court: High Court

(H.C.)

In re Interview Ltd

Equitable assignment -Goods in company's possession - Goods sold to company under contract reserving property to seller - Whether goods captured by debenture -Assignment of company's chose in action not registered - Debenture registered - Factors Act, 1889 (52 53 Vict., c. 45), ss. 2, 9 - Sale of Goods Act, 1893 (56 57 Vict. c. 71), s. 25 -Companies Act, 1963 (No. 33), s. 99.

An Irish company, EII, agreed with a German company, AEG, to import AEG goods under a contract governed by German law; by that contract AEG reserved to itself the property in the goods until payment for them had been completed, and EII agreed to assign to AEG any claims that EII might acquire against persons to whom EII sold AEG goods. Subsequently, it was arranged that another Irish company, Interview Ltd., should acquire from EII its stock of AEG goods, and that Interview should be supplied directly by AEG with its goods upon the same conditions as applied to the supply of AEG goods to EII. Possession of the AEG goods was transferred by EII to Interview; portion of the price was entered as a debit in Interview's current account with EII and the balance of the price was to be paid by Interview by the issue of its promissory notes to AEG for the amount of the balance of the price of goods still payable by EII to AEG. Interview issued the promissory notes but they were dishonoured. On the 29th June, 1972, a bank appointed the applicant to be the receiver of the undertaking and assets of Interview pursuant to the powers conferred by a debenture which had been issued by Interview to the bank. At that date Interview was in possession of a quantity of AEG goods. The applicant applied to the High Court for directions in relation to the conflicting claims of the debenture holder and of AEG. Held by Kenny J. in giving directions, 1, that the contract between EII and AEG was governed by German law which recognised and gave effect to a contract of sale of goods by which the seller reserved to himself the property in goods which were to be delivered to a buyer outside Germany; and that by German law the validity of a sub-sale by the buyer and the assignment of the buyer's claim against a sub-buyer were governed by the lex loci rei sitae. 2. That there had been no sale by EII of the AEG goods transferred by EII into the possession of Interview as the ownership of those goods had remained in AEG and that, accordingly, the appointment of the receiver did not operate...