When you have sold goods but the buyer won't pay, the law gives a seller a useful set of remedies in England and Wales, both against the buyer personally and, in some cases, against the goods themselves. The main rules are in the Sale of Goods Act 1979. Here is a plain-English guide.
Remedies against the buyer (personal remedies)
1. Action for the price (s 49). Where the buyer wrongfully fails to pay and either ownership (property) has passed to the buyer, or the price is payable on a fixed date regardless of delivery, the seller can sue for the price itself, the full amount owed.
2. Damages for non-acceptance (s 50). Where the buyer wrongfully refuses to accept and pay for the goods (and you can't simply sue for the price), the seller can claim damages for the loss caused, usually the difference between the contract price and the market price (if there is an available market), plus other losses flowing from the breach. The seller must mitigate (e.g. resell at the best reasonable price).
Remedies against the goods (the "unpaid seller's" rights)
If you are an unpaid seller and still have some control over the goods, you may have real remedies over the goods themselves:
3. Lien (s 41). The right to retain possession of the goods until you are paid (where you still hold them).
4. Stoppage in transit (s 44). If the goods are in transit to the buyer and the buyer becomes insolvent, you can stop the goods and resume possession before delivery.
5. Right of resale (s 48). In certain circumstances (e.g. perishable goods, or after notice), you can resell the goods to someone else and claim any shortfall from the original buyer as damages.
Retention of title, a powerful protection
If your contract included a valid retention of title (ROT) clause (keeping ownership of the goods until you are paid in full) you may be able to recover the goods if the buyer fails to pay or becomes insolvent. Well-drafted ROT clauses are a key tool, especially against an insolvent buyer.
Interest and recovery
- For business-to-business debts, you can claim statutory interest and compensation for late payment under the Late Payment of Commercial Debts (Interest) Act 1998.
- To recover the debt, follow the usual route: a letter before claim (using the Pre-Action Protocol for Debt Claims if the buyer is an individual/sole trader), then a county court claim (e.g. Money Claim Online), and enforcement of any judgment. For an undisputed debt owed by a solvent company, a statutory demand/winding-up route may be available (but not for disputed debts).
Practical tips
- Check whether property has passed, it determines whether you can sue for the price or only damages.
- Use retention of title and clear payment terms in your contracts.
- Mitigate by reselling where you can, and keep records of losses.
- Act promptly and take advice for larger debts.
Key takeaways
- Against the buyer: the action for the price (s 49) (where property passed or price due on a set date) or damages for non-acceptance (s 50) (difference between contract and market price), subject to mitigation.
- Against the goods (unpaid seller): a lien (s 41), stoppage in transit on insolvency (s 44), and a right of resale (s 48).
- A valid retention of title clause can let you recover the goods, invaluable if the buyer is insolvent.
- Add statutory late-payment interest (B2B) and pursue recovery via letter before claim → county court → enforcement.
Sources
- Sale of Goods Act 1979: s 49 (action for the price), s 50 (damages for non-acceptance), ss 41–48 (unpaid seller's lien, stoppage in transit and resale)
- Retention of title clauses (effect on ownership; recovery on insolvency)
- Late Payment of Commercial Debts (Interest) Act 1998; Pre-Action Protocol for Debt Claims and county court enforcement
--- This article is general information about the law of England & Wales as at 2026, not legal advice. For advice on your circumstances, consult a qualified solicitor.