Polymer Systems (1999) Ltd v Montgomerie - [2002] 3 NZLR 383

Contract — Sale of goods — Rights of unpaid seller — Romalpa clause — Contract of sale entitled buyer to sell goods — Proceeds of sale to be held by buyer on trust as fiduciary for seller — Buyer using goods in contract for work and materials — Whether seller entitled to trace proceeds of sale.

Company law — Charge — Romalpa clause requiring company buyer to hold proceeds of sale in trust for seller — Buyer using goods in contract for work and materials — Whether charge on book debts of company — Whether void for non-registration — Companies Act 1955, ss 102(2)(f) and 103.