Professor Sir Roy Goode: a lasting legacy for receivables finance

Professor Sir Roy Goode CBE KC FBA, one of the most influential commercial lawyers of his generation and a major figure in the development of the international legal framework for factoring and receivables finance, died in Oxford on 24 June 2026. He was 93.

Across a remarkable career spanning private practice, academia and international law reform, Sir Roy made contributions to commercial law whose influence extended far beyond any single field. For the factoring and receivables finance industry, however, his work has particular significance.

At its heart is one of the fundamental legal questions on which the industry depends: the assignment of receivables.

Sir Roy was a pre-eminent authority on assignment, secured transactions, credit and insolvency. Through both his scholarship and his international law reform work, he addressed the sometimes difficult relationship between commercial practice and the legal rules governing the transfer, priority and enforceability of rights.

His most direct contribution to the international factoring industry came through UNIDROIT and the development of the 1988 Convention on International Factoring.

The Convention was designed to provide uniform rules for international factoring and to address legal issues arising from the assignment of receivables in cross-border transactions. Sir Roy chaired all three sessions of the UNIDROIT Committee of Governmental Experts which considered and revised the proposed rules between 1985 and 1987. He also chaired the drafting committee at each session.

This brought Sir Roy’s work into close contact with FCI and its Legal Committee as the new framework was developed.

The UNIDROIT Committee’s work resulted in the draft Convention subsequently submitted to the diplomatic conference in Ottawa, where the UNIDROIT Convention on International Factoring was adopted on 28 May 1988.

The Convention itself has achieved only limited adoption internationally, but the work was an important early attempt to deal at an international level with the legal requirements of a rapidly developing factoring market. It also demonstrated an approach that characterised much of Sir Roy’s career: examining established legal principles in the light of how modern commercial transactions actually operated.

Remarkably, his engagement with the subject continued for another 35 years.

When UNIDROIT returned to the field to develop its Model Law on Factoring, Sir Roy participated in the process as an individual observer. The Model Law, adopted in May 2023, is intended to help countries establish or strengthen legal frameworks supporting factoring, assignment of receivables and trade finance.

Sir Roy submitted detailed comments during its preparation. Even the title attracted his attention. He observed that the instrument’s scope might be described more accurately by the name “Model Law on Receivables Financing”, while acknowledging the importance placed by the industry on retaining the factoring label.

It was a characteristically perceptive observation. Modern receivables finance encompasses a much wider range of structures and techniques than traditional factoring, while many of the underlying legal questions remain the same.

Those questions have become increasingly important as the industry has developed.

The effectiveness of an assignment, its enforceability against the debtor, questions of priority between competing interests, the effect of insolvency and the law applicable to cross-border assignments can all have direct consequences for a receivables financier. Sir Roy’s work on credit, security, property rights and insolvency provided practitioners and academics with a framework for analysing precisely these kinds of problems.

His direct connection with BCR came in the latter years of his life.

In April 2024, ahead of BCR’s Receivables Finance International Convention, RFIx24, Michael Bickers interviewed Sir Roy, who was the convention’s keynote speaker. That an academic lawyer then in his 90s should remain directly engaged with an industry conference concerned with the evolving challenges of receivables finance says much about both the longevity of his contribution and the continuing relevance of the issues to which he had devoted so much attention.

Michael Bickers, Managing Director of BCR Publishing, said:

“I first came across Sir Roy nearly 40 years ago, when reading Freddy Salinger’s definitive book, Factoring Law and Practice, published by Tolley in the 1980s. Sir Roy had written the foreword, and I recall being struck by the authority of his writing and the respect that Freddy must have had for Sir Roy in choosing him to write it.

“More than 30 years later, I was fortunate enough to meet Sir Roy in 2024, following an introduction by Professor Sarah Green. He agreed to speak at our 2024 Receivables Finance International Convention, held at the offices of Clifford Chance in London, where, after a thoroughly engaging presentation on conflicts within international receivables finance law, he challenged the senior executive audience to ask him any question on receivables finance law they wished.

“He then answered every one of the several questions that were put to him, without hesitation and, of course, with the utmost authority. He was the star of the show.”

His influence on commercial law was, of course, considerably broader.

After qualifying as a solicitor in 1955, Sir Roy spent 17 years in private practice before establishing an outstanding academic career. He joined Queen Mary University of London in 1971 and held the Crowther Professorship of Credit and Commercial Law. In 1980 he founded Queen Mary’s Centre for Commercial Law Studies, creating an institution which sought to bring academic commercial law into close engagement with legal and business practice.

In 1990 he moved to Oxford as Norton Rose Professor of English Law and a Fellow of St John’s College. Following his retirement in 1998, he remained an Emeritus Professor and continued his involvement with the Faculty for many years, teaching graduate seminars in Transnational Commercial Law as recently as 2024.

His books became leading works in their fields. They included Commercial Law, Principles of Corporate Insolvency Law and Legal Problems of Credit and Security. His scholarship covered subjects ranging from secured transactions and proprietary rights to insolvency and international commercial law.

Alongside his academic work, Sir Roy played an important role in domestic law reform. He served on the Crowther Committee on Consumer Credit and later chaired the Pension Law Review Committee established following the Maxwell pension scandal. The latter’s work directly informed the Pensions Act 1995.

Internationally, his work with UNIDROIT extended well beyond factoring. He played a major role in the development of the Cape Town Convention on International Interests in Mobile Equipment and its protocols and wrote the Convention’s Official Commentaries. He also contributed to UNIDROIT’s work in areas including international financial leasing, international commercial contracts and, most recently, digital assets.

His contribution was recognised with numerous honours. He was elected a Fellow of the British Academy, appointed Queen’s Counsel – later King’s Counsel – and a CBE, and was knighted in 2000 for services to academic law.

For the receivables finance industry, however, Sir Roy Goode’s particular legacy lies in his sustained attention to the legal infrastructure behind the transaction.

Factoring is ultimately dependent upon rights: the creditor’s right to payment, the ability to transfer that right to a financier and the ability of the financier to establish and enforce its interest. When transactions cross borders, or when a supplier becomes insolvent, questions that can appear theoretical quickly become commercially decisive.

Sir Roy spent much of his career making those difficult questions clearer.

From his leadership of the work that produced the 1988 International Factoring Convention to his contribution to the 2023 Model Law on Factoring, his involvement with the development of receivables finance law spanned almost four decades.

Few lawyers can claim such a long or substantial association with the legal development of the industry.

Professor Sir Roy Goode, 1933–2026.