Does the PPSA treat goods left with a business on consignment as a security interest needing registration?
It can, depending on the nature of the consignment. In ordinary commercial language, a consignment usually means goods delivered to a business to sell on behalf of the owner, who keeps title until a sale to a customer happens. Ontario's Personal Property Security Act, however, specifically extends to certain commercial consignments, treating them as creating a security interest in substance, particularly where the consignment is really functioning as a way of financing the consignee's business rather than a simple agency-style sales arrangement.
Where a consignment falls within the PPSA's scope this way, the consignor is generally treated similarly to a purchase-money security interest holder and needs to register a financing statement, and in some cases give notice to other secured parties already registered against the same type of collateral, to protect its ownership interest against the consignee's other creditors. A consignor who assumes that retaining title alone protects the goods can be in for an unpleasant surprise if the consignee becomes insolvent and another creditor has a registered interest in the consignee's inventory. Because whether a specific consignment arrangement is captured by the Act depends on its particular terms and how it actually operates, get legal advice before assuming a consignment arrangement is automatically outside the PPSA's reach.
Key takeaways
- Certain commercial consignments are treated as security interests under the PPSA
- This applies especially where the consignment functions as financing, not simple agency
- A captured consignor generally needs to register to protect its interest, like a PMSI holder
- Don't assume retaining title alone protects consigned goods from the consignee's creditors