Wayne Electricals Limited (Wayne) is a manufacturer of Integrated Circuit (IC) Chips. It has a distributorship contract with Tyrell Distributors Limited (Tyrell). The distributorship was on party-to-party basis and delivery on FOB (Free on Board) basis. That is, Tyrell got the delivery of the goods when Wayne gave the goods to the ship appointed by Tyrell. The contract had the following clause:

Notwithstanding delivery and the passing of risk in the products, title shall not pass to buyer until seller has received payment in full for the products and all other goods. Until such time as title passes, buyer shall hold the products as seller’s agent and shall keep them separate from buyer's other goods. Prior to title passing buyer shall be entitled to resell or use the products in the ordinary course of business and shall account to the seller for the proceeds of sale. If the buyer fails to comply with a demand from the seller to return products to which title has not passed, seller may forthwith enter any premises where the products are stored and repossess them …

Tyrell received a consignment of IC Chips on September 1. It had not paid for it to Wayne. It sold the entire consignment to Omni Holmes Limited (Omni) on September 20. Within the sale contract, Omni was to pay Tyrell within seven days of raising of the invoice. Omni has delayed paying by 50 days. Omni is in financial difficulties and the amount may not get paid.

Tyrell has not paid for the consignment to Wayne. Wayne is demanding the payment of invoice by Tyrell. The Tyrell has paid all the invoices other than this one. Tyrell contends that it will pay Wayne as and when it gets paid by Omni. Wayne claims that the contract has an ownership retention clause and Tyrell is in breach of the contract in reselling the goods without paying for them and becoming owner of the goods? Is Tyrell in breach of the contract?