PENTALOGY: RECOMMENDATIONS FOR REFORM OF THE “SELLER IN POSSESSION” STATUTORY REGIMES - [Pure Main Title] - Part 5 - concluding five-part series focus on registration-based protection

Sep 17, 2026

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Pentalogy: Recommendations for Reform of the “Seller in Possession” Statutory Regimes addresses disputes where a buyer leaves goods with an unauthorized seller who resells them to a subsequent purchaser. The article argues that Alberta, British Columbia, Northwest Territories, Nunavut, and Saskatchewan best capture the risk borne by the buyer without possession, and offers targeted guidance on registration-based protection scope. It recommends maintaining limited eligibility for conditional out-of-possession buyers unless sale-of-goods law is modernized to reduce emphasis on title and nemo dat principles.

LanguageEnglish

CategoryResearch & Report

FormatPDF

Pages16

Reading Time40 min

AccessFree to download

I. INTRODUCTION

A. Concept of a “seller in possession” dispute

B. Overview of prior five-part research

II. SCOPE OF REGISTRATION-BASED PROTECTION

A. Commonality and proxy law

B. Goods subject to a negotiable document of title

C. Discussion

D. Recommendation

III. ELIGIBILITY FOR REGISTRATION-BASED PROTECTION

A. Restricted eligibility

B. Considering eligibility expansion for conditional buyers

C. Discussion: arguments for and against expansion

D. Recommendation

IV. SYNTHESIS

V. CONCLUSION

PENTALOGY: RECOMMENDATIONS FOR REFORM OF THE “SELLER IN POSSESSION” STATUTORY REGIMES OF ALBERTA, BRITISH COLUMBIA, NORTHWEST TERRITORIES, NUNAVUT, AND SASKATCHEWAN * CLAYTON BANGSUND This article concludes a five-part series of articles dedicated to the exposition of and improvement to “seller in possession” disputes in common law Canada. Alberta, British Columbia, Northwest Territories, Nunavut, and Saskatchewan most appropriately define the risk that a buyer is exposed to when they leave bought goods in theseller’s possession. These provinces and territories also offer the most suitable registrationfacilitiesfor the protection of the buyer’s non-possessory interest in the goods. Therefore, this article focuses on the scope of registration-based protection and the eligibility in these provinces and territories for registration-based protection with respect to buyers who leave bought goods in the seller’s possession. Legislators in these provinces and territories should not expand eligibility for registration-based protection to conditional buyers out of possession. Additionally, registration-basedprotection should only be extended to a conditional buyer out of possession if the Sale of Goods Act in these jurisdictions is modernized in a manner that places less emphasis on title and the nemo dat principle. TABLE OF CONTENTS I. INTRODUCTION ............................................. 114 II. SCOPE OF REGISTRATION-BASED PROTECTION ..................... 115 A. COMMONALITY AND PROXY LAW .......................... 115 B. POINT OF DIFFERENCE: GOODS SUBJECT TO A NEGOTIABLE DOCUMENT OF TITLE ......................... 118 C. DISCUSSION ........................................... 119 D. RECOMMENDATION ..................................... 119 III. ELIGIBILITY FOR REGISTRATION-BASED PROTECTION ............... 120 A. RESTRICTED ELIGIBILITY ................................. 120 B. CONTEMPLATING ELIGIBILITY-EXPANSION FOR CONDITIONAL BUYERS .................................. 122 C. DISCUSSION: CANVASSING ARGUMENTS FOR AND AGAINST ELIGIBILITY-EXPANSION .......................... 122 D. RECOMMENDATION ..................................... 127 IV. SYNTHESIS ................................................ 127 V. CONCLUSION .............................................. 128 * Associate Professor, College of Law, University of Saskatchewan; Founder & Editor, [JuliusErwin.com](JuliusErwin.com). I am grateful for the constructive feedback furnished by those who participated in the Fifth Annual Commercial Law Symposium, hosted virtually by the Law Faculties of the University of Manitoba and University of Alberta in October 2021. Special thanks to Alfonso Nocilla and Anna Lund for written comments and helpful suggestions for improvement, and to Ann DeVito for assistance with Latin translations. THE GREAT FIGURE by William Carlos Williams Among the rain and lights I saw the figure 5 in gold on a red firetruck moving tense unheeded to gong clangs siren howlsand wheels rumbling through the dark city. I. INTRODUCTION A pentalogy is a compound literary or narrative work explicitly divided into five parts. The parts are connected, so a pentalogy may be regarded either as a single work or as five independent pieces. This is the final instalment of a pentalogy focused on the resolution of“seller in possession” disputes in common law Canada. A “seller in possession” dispute arises when a buyer (B) leaves bought goods with a seller (A) who, without authorization, resells1 them to a subsequent buyer (C) . Both B and C have contractual recourse against A, but only one can succeed in the title dispute. The other must bear loss of the goods. In my four previous articles—published in the Saskatchewan Law Review,2 Dalhousie Law Journal,3 Supreme Court Law Review,4 and the University of New Brunswick Law Journal,5 respectively — I surveyed and critiqued various aspects of the “seller in possession” statutory regime

FAQs

What triggers a “seller in possession” dispute described in the article?

A buyer leaves goods with a seller who, without authorization, resells them to a subsequent buyer. Both have contractual recourse against the seller, but only one can prevail in the title dispute, making the other bear the loss.

Why does the article focus on Alberta, British Columbia, Northwest Territories, Nunavut, and Saskatchewan?

These jurisdictions are said to most appropriately define the risk to a buyer who leaves bought goods in the seller’s possession and to provide suitable registration facilities to protect the buyer’s non-possessory interest.

What does the article recommend regarding conditional buyers who are out of possession?

Legislators should not expand eligibility for registration-based protection to conditional buyers out of possession unless the Sale of Goods Act is modernized to place less emphasis on title and the nemo dat principle.

Sep 17, 2026

Uploaded by Riley