Wincanton Group Ltd v Garbe Logistics UK 1 SARL & Anor

Under a contractual provision transferring title to works only once full payment has been made, the buyer must have funded the relevant works in full. It is insufficient that no debt is presently due, or that the supplier’s title has already passed. Whether an item is a separate relevant part of the works depends on the agreement’s construction. A delivery stage which merely triggers an instalment is not necessarily a separate part of the works. Where a composite contract includes goods, installation and services, title may not pass under the Sale of Goods Act 1979 merely because goods reach the site.

Wincanton agreed to fund Jenks’s fit-out works for a proposed distribution facility. Jenks contracted with Link 51 for racking, installation and related services. Wincanton paid Jenks amounts corresponding to the first two staged invoices but withheld payment of the final invoice after concerns arose about Jenks’s solvency.

Wincanton relied on the Fit-Out Agreement’s title-transfer clause and sought a declaration that it had owned the racking before its subsequent sale. Jenks disputed that Wincanton had made full payment for any relevant part of the works. The central issues were the construction of the title-transfer clause and, provisionally, whether title had passed from Link 51 to Jenks on delivery or installation.

1. Claim dismissed. Wincanton did not acquire title to the racking under clause 11 of the Fit-Out Agreement.
2. The clause transferred title only to the extent that Jenks could pass it and provided that full payment for the relevant part of the Wincanton Works had been made. The proviso required Wincanton to have funded the works in full. It did not merely require that Wincanton had no presently outstanding liability to Jenks. The forklift-truck example illustrated why a buyer could not have made full payment while paying nothing for the goods.
3. Delivery of the racking was not a relevant part of the Wincanton Works. The reference to delivery in the request for quotation concerned staged payment and marked a stage in contractual performance, rather than a distinct component of the works. Even if the works could be subdivided, Wincanton had not funded the product price for the racking in full.
4. Provisionally, and without deciding the issue as necessary to the result, Jenks was unlikely to have acquired title before installation. Sale of Goods Act 1979, section 18 Rule 5(2), was concerned with delivery to the buyer or the buyer’s agent, and delivery to the site did not establish delivery to Jenks while Link 51 retained possession for installation. Further, the contract was for work and materials, not solely a sale of goods.
5. Where a work-and-materials contract involves attaching goods to the employer’s property, title will commonly pass on attachment. The court cited Tripp v Armitage as an example.