15. Meaning of Unpaid Transferor

(1) For this Part, the Transferor of Property under a Contract of Sale is an Unpaid Transferor if:

• (a) the whole of the price has not been paid or tendered; or
• (b) the Transferor has received a bill of exchange or another negotiable instrument as conditional payment, but the condition on which it was received has not been fulfilled because of the dishonour of the instrument or otherwise.

(2) In subsection (1): Transferor includes any Person who is in the position of a Transferor, including, for example, an agent of the Transferor to whom a bill of lading has been Endorsed or a consignor or agent who has personally paid (or is directly responsible for) the price.

16. Unpaid Transferor’s rights

(1) Subject to these Regulations, any other AIFC Regulations and any AIFC Rules, if the Transferor of Property is an Unpaid Transferor, then, even though title to the Property may have passed to the Transferee, the Transferor has, as an Unpaid Transferor, by implication of law:

• (a) a lien on the Property or right to retain it for the price while the Transferor is in possession of it; and
• (b) if the Transferee is or becomes insolvent—a right to stop the Property in transit after parting with possession of it; and
• (c) a right of resale, subject to any limits or conditions prescribed by the Rules.

(2) If title to the Property has not passed to the Transferee, the Transferor has, an Unpaid Transferor and in addition to any other rights or remedies, a right to withhold Delivery similar to, and coextensive with, the Transferor’s rights of lien or retention and stoppage in transit if title had passed to the Transferee.

17. Specific performance

(1) In any Action for a Failure to perform any legal obligation to Deliver Property, the Court may, on the Claimant’s application, by its judgement or decree direct that the contract must be performed specifically, without giving the defendant the option of retaining the Property on payment of damages.

(2) The Claimant’s application may be made at any time before judgement or decree.

(3) The judgement or decree may be unconditional, or on the terms and conditions about damages, payment of the price and otherwise as the Court considers just.