Law Applicable to the Retention-of-Title Clause:  A Study of UAE’s Private International Law

Prof. Noor Al-Hajjaya
Professor of Private International Law
College of Law – Al Ain University of Science and Technology – UAE


The issue of the retention-of-title clause (Romalpa Clause), which is often included in the international sales contract in instalments until the buyer has paid full price, raises the problem of determining the law that governs it in terms of private international law. Since the UAE legislator has not provided a rule of attribution on this subject, it is felt necessary that light be shed on the relevant law under this important issue.
Indeed, I have come to realize that this the retention-of-title cannot be governed by a single law as it relates to more than one law that must be implemented in a distributed manner. Its source is a convention that requires the application of the contract law to the terms of its validity and its effects between the contractors. Whereas the Money Location Act governs its effects on third parties, particularly the creditors of the non-bankrupt buyer, those effects on the bankrupt buyer’s creditors are governed by Bankruptcy Law.

Keywords: Retention Clause, Contract Law, Location Law, Bankruptcy Law, Attribution Rules.

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