Commercial Sales Law (B2B & B2C)

This comprehensive set of notes provides a rigorous analysis of English commercial law, specifically focusing on the transfer of title, implied statutory terms, and the hierarchy of remedies. These notes have been synthesized from high-level lectures to provide clarity on the complex interplay between the SGA 1979, the Factors Act 1889, and the CRA 2015.

Key Topics Covered

1. Implied Terms and Statutory Rights

• B2B Framework: Detailed breakdown of sections 12-15 of the SGA 1979, covering the right to sell, correspondence with description, satisfactory quality, and fitness for purpose.

• B2C Framework: Analysis of the CRA 2015 statutory terms (sections 9-17), including new protections for installation, digital content, and matching models seen on the shop floor.

• Strict vs. Fault Liability: Clear distinction between strict liability for goods and the fault-based "Bolam test" applied to services under the SGSA 1982.

2. Remedies for Breach

• The Unpaid Seller: Personal remedies (action for the price vs. damages for non-acceptance) and real remedies (lien, stoppage in transit, and the right of resale).

• Buyer Protections: Detailed look at rejection, damages for non-delivery, and the rare application of specific performance.

• Consumer Tiered Remedies: The 30-day short-term right to reject, the right to repair or replacement, and the final right to reject or price reduction after six months.

3. The Nemo Dat Principle and Its Exceptions

A critical area for exams, these notes map out the eight primary exceptions where a non-owner can pass valid legal title to a good-faith purchaser:

• Estoppel: Representation by conduct, words, or negligence.

• Mercantile Agency: The six-step test for valid disposition under section 2 of the Factors Act 1889.

• Seller/Buyer in Possession: Analysis of sections 24 and 25 of the SGA 1979.

• Voidable Title: The impact of misrepresentation and the rules for effective avoidance.

Why These Notes?

• Synthesis of Case Law: Includes essential authorities such as Stevenson v Rogers (course of business), Jewson v Boyhan (reliance), and Gamer’s Motor Centre (constructive delivery).

• Statutory Comparison: Clear mapping of how the CRA re-enacted and expanded upon SGA provisions for modern consumer protection.

• Exam-Focused Structure: Written with a focus on problem-question application, particularly in distinguishing when the right to reject is lost.