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Louise Gullifer

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Professor of Commercial Law

Louise Gullifer has been teaching at Oxford since 1991. Before that she practised at the Commercial Bar in chambers at 3 Gray's Inn Place (now 3 Verulam Buildings), under her maiden name (Louise Edwards). She remains an honorary member of those chambers. She teaches Roman law, Contract law, Commercial Law, Corporate Finance law and Corporate Insolvency law and is the senior law tutor at Harris Manchester College. From 1994-97 she was a Fellow of Brasenose College.   She is Chair of the University Student Disciplinary Panel and has been the Oxford Law Faculty Development Co-ordinator.    

Her research interests focus broadly on commercial law and corporate finance.   She has co-authored books on security and title financing and corporate finance, and is presently co-authoring books on personal property and set-off in arbitration.    She is particularly interested in financial collateral and intermediated securities, and recently delivered a Current Legal Problems lecture on financial collateral.    She is a member of the Executive Committee of the Secured Transaction Law Reform Project and is also the Oxford Law Faculty Academic Lead for the Cape Town Convention Academic Project.


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Journal Articles


L Gullifer, 'Should clauses prohibiting assignment be overridden by statute?' (2014) Penn State Journal of Law and International Affairs (forthcoming) [...]

Many contracts for the supply of goods or services include a clause prohibiting assignment by the supplier of its rights under the contract. The existence of such clauses, both in particular contracts and more generally, can have a chilling effect on the use of receivables as collateral to obtain financing. Thus, in many jurisdictions, there is a legislative override for such clauses, so that they are not enforceable against third parties. There is an ongoing debate as to whether English law should follow suit and, if so, what form the override should take, which has now led to . This paper examines the arguments for and against an override in English law, informed by two small scale surveys undertaken by the author and others over the last four years.

L Gullifer, 'The interpretation of retention of title clauses: Wilson v Holt generates some difficulties. ' (2014) Lloyds Maritime and Commercial Law Quarterly 564 [...]

In the recent Court of Appeal decision in Wilson v Holt the majority interpreted a retention of title clause in a sale of goods contract as creating an agency relationship between the buyer and seller, so that the buyer sub-sold the goods as agent of the seller. This meant that property in the goods never passed to the buyer, and the seller could not bring an action for the price. This paper argues that the agency construction is wrong as it gives rise to many uncommercial consequences, leads to uncertainty and potentially upsets the balance of interests between financiers of small and medium sized enterprises. It contends that the case of Aluminium Industrie Vaassen B.V. v. Romalpa Aluminium Ltd, used to support many uncommercial interpretations of retention of title clauses, is fundamentally flawed and should be put to rest. Finally, it is argued that the view of the Court of Appeal in Wilson v Holt that section 49 of the Sale of Goods Act 1979 includes the only two circumstances in which a seller can sue for the price is unsatisfactory, and that the section should be reinterpreted or, ideally, reformed.


L Gullifer and Sophia Hurst, 'Bills of Sale: Ripe for Reform?' (2013) 11 Butterworths Journal of International Banking and Financial Law 685


L Gullifer, 'PERSONAL PROPERTY SECURITY LAW: WHERE NEXT? PART 2 ' (2012) Butterworths Journal of International Banking and Financial Law 541

L Gullifer, 'Personal Property Security Law: Where Next? (Part 1)' (2012) Butterworths Journal of International Banking and Financial Law 465

L Gullifer, 'The reform of the English law of secured transactions' (2012) 213 Droit et patrimoine (Kluwer) 72

L Gullifer, 'What should we do about Financial Collateral?' (2012) Current Legal Problems


L Gullifer and V Barns-Graham, 'The Australian PPS reforms: what will the new system look like?' (2010) 4 Law and Financial Markets Review 394


L Gullifer, 'The reforms of the Enterprise Act 2002 and the Floating Charge as a security device' (2008) 46 Canadian Business Law Journal 399 [...]

Recently the UK Government passed the Companies Act 2006, which introduced many reforms to English Company Law as well as reproducing existing law in one (very long) statute. There have also been significant changes in the Corporate Insolvency area introduced by the Enterprise Act 2002, and by case law. This paper will focus on the current fate of the floating charge as a security device.

ISBN: 0319-3322


L Gullifer, 'The Law Commission’s Proposals: a critique' (2004) 15 European Business Law Review 811 [...]

Considers the proposals by the Law Commission for the reform of the law of personal property security interests

ISBN: 0959-6941


L Gullifer, 'Will the Law Commission Sink the Floating Charge?' (2003) Lloyds Maritime and Commercial Law Quarterly 125 [...]

Critique of Law Commission's proposals to reform the law on personal property security

ISBN: 0306-2945


L Gullifer, 'The Cosslett Saga: Implications for the law of security over personal property' (2002) 20 Companies and Securities Law Journal 177 [...]

Discussion of the Cosslett saga of cases with implications for the law of security over personal property

ISBN: 0729-2775


L Gullifer, 'Constructive possession after the Sale of Goods (Amendment) Act 1995 ' (1999) Lloyds Maritime and Commercial Law Quarterly 93



L Gullifer and J Payne, Corporate Finance Law : Principles and Policy (2nd edn, Hart Publishing 2015) (forthcoming)


P Pichonnaz and L Gullifer, set-off in arbitration and commercial transactions (Oxford University Press 2014)


L Gullifer and Professor Sir Roy Goode, Goode on Legal Problems of Credit and Security (5th edn, Sweet & Maxwell 2013)

M Bridge, L Gullifer, S Worthington and G McMeel, The Law of Personal Property (Sweet & Maxwell 2013)


H Beale, M Bridge, L Gullifer and E Lomnicka, The Law of Security and Title Finance (2nd edn, Oxford University Press 2012)


L Gullifer and J Payne, Corporate Finance Law: Principles and Policy (Hart Publishing 2011)


L Gullifer, H Beale, M Bridge and E Lomnicka, The Law of Personal Property Security (OUP 2007)



C Cook, H Anderson and L Gullifer, 'National Report for England' in N Vermunt, D Faber, J Kilbourn, T Richter, I Tirado (eds), Treatment of Contracts in Insolvency (Oxford University Press 2015) (forthcoming)

L Gullifer, 'Piecemeal reform: is it the answer?' in Frederique Dahan (ed), Secured Lending in Commercial Transactions (Elgar Publishing 2015) (forthcoming)


L Gullifer, 'Compulsory Central Clearing of OTC Derivatives: The Changing Face of the Provision of Collateral ' in Louise Gullifer and Stefan Vogenauer (eds), English and European Perspectives in Contract and Commercial Law (Hart Publishing 2014) [...]

The EU Regulation introducing compulsory central clearing in Europe (‘EMIR’), takes an ambivalent attitude towards collateral. On one hand, it makes the provision of collateral to central counterparties (‘CCPs’) compulsory, in order to protect CCPs from credit risk if their counterparties default. On the other hand, it mandates particular collateral holding models, in order to protect counterparties from the risk of CCP insolvency, and to protect clients from the risk of their clearing broker’s insolvency. This paper critically examines the EMIR rules for the provision of collateral,as well as some of the market solutions to the new regime, analyses the legal position of each under English law and the resulting mix of risks and protections offered by each technique.


L Gullifer, 'Exceptions to the Nemo Dat Rule in Relation to Goods and The Law Commission's Proposals' in J de Lacy (ed), Personal Property Security Law Reform in the UK (Routledge Cavendish 2009)

L Gullifer, 'Mixtures, Attornment and Reservation of title ' in Palmer (ed), Bailment ( 2009) [...]

Mixtures is part of a new chapter in the work. Attornment and Reservation of title involved very considerable updating, given that the last edition was in 1991

L Gullifer, 'Protection of Investors in Intermediated Securities' in J Armour and J Payne (eds), Rationality in Company Law ( 2009)


L Gullifer, 'Retention of title clauses: a question of balance' in Andrew Burrows and Edwin Peel (eds), Contract Terms (OUP 2007)

L Gullifer and J Payne, 'The Characterisation of Fixed and Floating Charges' in J. Payne, J. Getzler (eds), Company ChargesSpectrum and Beyond (OUP 2007)


L Gullifer, 'Quasi-security interests: functionalism and the incidents of security' in Iwan Davies (ed), Issues in International Commercial Law (Ashgate 2005)


L Gullifer, 'Agreed Remedies' in Andrew Burrows and Edwin Peel (eds), Commercial Remedies: Current Issues and Problems (Oxford University Press 2003) [...]

Book from the Norton Rose Oxford Law Colloquium held in September 2002

ISBN: 0-19-926465-1


L Gullifer, 'Risk. Frustration and Mistake' in E. McKendrick (ed), Sale of Goods ( 2000)

Edited books


O Akseli and L Gullifer (eds), Secured Transactions Law Reform: Principles, Policies and Practice (Hart Publishing 2015)


L Gullifer and Stefan Voganauer (eds), English and European Perspectives on Contract and Commercial law: Essays in honour of Hugh Beale (Hart Publishing 2014)


L Gullifer and J Payne (eds), Intermediated Securities: Legal Problems and Practical Issues (Hart Publishing 2010)


L Gullifer, Wolf-Georg Ringe and Philippe Thery (eds), Current Issues in European Financial and Insolvency Law ( 2009)

Case Notes


L Gullifer, 'One Cause After Another' (2001) 117 Law Quarterly Review 403 [...]

Case note on causation in tort

ISBN: 0023-933X



L Gullifer and Professor Sir Roy Goode, 'Goode on Legal Problems of Credit and Security (4th ed. edited by Louise Gullifer)' (2008) Sweet & Maxwell [...]

4th edition of this well-known key text by Sir Roy Goode



L Gullifer, 'Review of Australian Personal Property Securities Law, Antony Duggan and David Brown ' (2014) 29 Butterworths Journal of International Banking and Financial Law (forthcoming)

L Gullifer, 'Review of Pierre-Henri Conac, Ulrich Segna and Luc Thévenoz (Eds.), Intermediated Securities. The Impact of the Geneva Securities Convention and the Future European Legislation' (2014) 51 Common Market Law Review (forthcoming)


Current Issues in Corporate Insolvency Law

A highly successful one-day conference on current issues in insolvency law was held in the Cube on 16 January 2015, organised by Professors Louise Gullifer and Jennifer Payne and Dr Kristin Van Zwieten, under the joint auspices of the Law Faculty and the Commercial Law Centre at Harris Manchester College, and generously funded by Travers Smith […]


Teaching: Commercial Law; Contract; Corporate Finance; Roman Law; Corporate Insolvency Law; Law and Finance; Transnational Commercial Law

Research: Common Law, Commercial Law, Corporate Finance law

Other details

Correspondence address:

Harris-Manchester College
Mansfield Road
Oxford OX1 3TD

Link to personal web site

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