What priority does an unpaid seller have if they retained title to goods sold to a corporation?

An unpaid seller who sells goods to a corporation under a retention-of-title arrangement — keeping legal title until the price is paid in full — isn't treated under Ontario's Personal Property Security Act as simply an owner immune from the Act's rules. Instead, this kind of arrangement is generally treated as a security interest, specifically a purchase-money security interest, because it exists to secure the corporation's obligation to pay for goods it's acquiring.

This matters a great deal in practice: a seller who assumes that keeping title automatically protects them doesn't get that protection for free. To preserve priority against other creditors of the corporation, the seller generally still needs to register its interest under the PPSA, and for goods like inventory, may also need to give notice to other secured parties already registered against the same type of collateral, just like any other purchase-money security interest holder. A seller who skips registration, believing retained title alone is enough, risks having its claim treated as unperfected and losing out to another secured creditor, or being left as an unsecured creditor if the corporation becomes insolvent.