This is a difficult and typically incisive and perceptive question ...

At one level, a kind of commercial reality level, I am surprised at how easily the majority concludes that Hallmark did not take a credit risk. If you look at cases like Goldcorp, we say rather easily of consumers, "whether or not you realised it, because you do not know any law, you took a credit risk." It seems incongruous to me that when a commercial auto dealer parts with a car, "subject to finance," we say it did not take a credit risk.

So then how to translate that to the more technical level on which the question is put? How about this: there was an obligation to pay for the truck, or at least for the depreciation incurred, arising from the law of unjust enrichment even if no contract was effected. It is a benefit transferred in anticipation of a contract which never arose. Ownership was retained to secure that obligation.

Lionel