Materials on site: who actually owns them
When a contractor goes into administration, the unfixed materials on site look like a straightforward asset for the employer. Whether they are depends on what was certified, what was paid, and what the contractor was ever entitled to pass on.
QScope Team · 25 June 2026 · 6 min read
A contractor goes into administration and leaves a site full of materials. Cladding stacked in the compound, mechanical plant not yet installed, blockwork on pallets. The employer wants to press on with another contractor and use what is already there. The question is simple to ask and awkward to answer: whose materials are those?
The default rule under JCT
The JCT forms give a clear starting point. Title to site materials passes to the employer once their value has been included in a certificate and that certificate has been paid. Certify the materials, pay the certificate, and ownership moves. Until then, the materials are not the employer's, even if they are sitting on the employer's land.
So the first question is always a documentary one. Were these materials valued in a certificate, and was that certificate paid? If the answer to both is yes, the employer has a strong claim. If the materials were delivered last week and never certified, the employer has paid nothing for them and owns nothing.
The limit the rule cannot cross
Here is where the straightforward answer stops being straightforward. A contractor can pass only the title it actually holds. If the contractor never owned the materials outright, it cannot transfer full ownership to the employer, however clearly the contract says title passes on payment. You cannot give away more than you have.
That principle collides with a common feature of supply contracts. Many suppliers sell on terms that keep ownership with the supplier until the supplier itself has been paid. This is the retention of title clause, often called a Romalpa clause. Under it, the goods remain the supplier's property even after delivery, right up until the supplier's invoice is settled.
How the clash plays out
Put the two together and the employer's certain asset becomes contestable. The employer certifies the materials and pays the contractor. On the face of the contract, title has passed. But the contractor has not paid its supplier, and the supplier's terms say the goods are still the supplier's until it is paid. The supplier can assert its retention of title and defeat the employer's claim, even though the employer has paid for the very same goods.
The employer ends up having paid once, to the contractor, and facing a supplier that still owns the materials and wants them back or wants paying again. The contract between employer and contractor cannot cure this, because it can only pass what the contractor had, and the contractor had possession, not title.
| Fact | Effect on the employer's claim |
|---|---|
| Materials certified and certificate paid | Title passes, if the contractor held title to pass |
| Contractor bought outright, supplier paid | Employer's claim is sound |
| Supplier retains title until it is paid | Supplier can defeat the employer despite payment |
What administration adds
Administration puts a further layer over all of this. The administrator may decide to complete the works or may not, and while the company is in administration a moratorium holds off steps against it. That is a matter of general principle rather than a licence to help oneself to whatever is on site.
The employer that reaches for the materials without settling the title question can find itself dealing with both the administrator and an aggrieved supplier. The disciplined move is to establish ownership before use, not after.
The facts that decide it
Every dispute of this kind turns on the same short list of facts, and the employer that has them to hand is in a far stronger position than the one reconstructing them after the event.
- Which materials on site were included in a certificate
- Whether that certificate was paid
- What the supply terms behind those materials say about title
- Whether the supplier has actually been paid
The first two are within the employer's own records. The certificate ties a value to a bill line, and the payment record shows whether that value was met. Establishing that a given pallet of materials was certified and paid is the foundation everything else is argued on.
The check before you use what is on site
- Can you point to the certificate that valued these materials, and the payment that met it?
- Do you know whether the contractor bought them outright or on retention of title?
- Has the supplier been paid, or is it still owed for these goods?
- Are you clear whether the administrator is completing the works, and what the moratorium restrains?
If the materials were certified and paid, and the contractor held clean title to pass, the employer's position is strong. If a supplier's retention of title sits behind them and that supplier is unpaid, paying the contractor was not enough, and the materials may still belong to someone else.
QScope ties materials on site to a bill line and a certificate, so you can see what has been paid for, and that is the first fact any dispute over title turns on.