Law Notes Commercial Law Notes
A collection of the best Commercial Law notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LLB samples from outstanding law students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor". Although this set of notes did not earn its author a 1st in exams, the notes are at a high standard and it seems the author just got unlucky.
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What does the Sale of Goods act apply to? s.2(1), SOA 2003
Transfer of property
In goods
Does software count? Green & Saidou (2007) Yes because you can delete it off your computer and licensing restrictions doesn’t mean you don’t own it.
For a price in money
CLASSIFYING GOODS
Specific v Unascertained goods, per s.61(1) SGA 1979
Specific goods
Goods identified and agreed on at the time of sale
Kursell v Timber Operators & Contractors (1927) sold all trees which conformed to certain measures on a particular date. They were identifiable, but not identified, so not specific. (Merrett doubts this)
This INCLUDES an undivided share specified as a fraction or percentage of goods identified
50% of th3 100 bottles of wine specific goods
50 of 100 bottles of wine unascertained goods
Unascertained goods
Goods not identified
Includes
Generic goods sold by description
Goods not yet in existence
Goods which are in existence but are not identified
PASSING OF PROPERTY
Why is this important?
Risk passes with property
Seller can’t sue for the price until property has passed (if before, the seller’s remedy is a damage for non-acceptance)
Specific Goods
They are transferred when the parties intend it to be transferred s.17, SGA 1969
If there is no expressed intention it is transferred when the parties intend it to be transferred s.18, SGA 1969
Although in practice very little is needed to give rise to the inference that property in specific goods is to pass only on delivery or payment Ward v Bignall (1967) per Diplock LJ
The unconditional sale of specific goods
S.18, Rule 1 – an unconditional contract for the sale of specific goods, in a deliverable state
Effect – property passes when the contract is made
And it is immaterial whether the time of payment or delivery or both be postponed, although that may indicate a contrary intention
Requirements
An unconditional contract (most important condition is as to payment
Specific good
Deliverable state
S.61(5) SGA 1969 if they are in such a state that the buyer would under the contract be bound to take delivery – but does not say goods are NOT deliverable if buyer not bound to take delivery
Underwood v Burgh (1922) 30 ton engine cemented to floor. Not deliverable.
Philip Head v Showfronts (1970) S sold carpet to B which they were required to lay. Carpet was stolen after sale but before sellers laid it. Held not deliverable.
Goode – fruit ready for picking is in a deliverable state
Certain conditional sales of specific goods
S.18, Rule 2 – the seller is bound to do something to put them in a deliverable state
Effect – property does not pass until the thing is done and the buyer has notice that it is done
Does not apply when the seller has agreed to repair Anderson v Ryan (1967)
S.18. Rule 3 – the seller has to weigh/test to ascertain price
Effect – property does not pass until the thing is done and the buyer has notice that it is done
Only applies to acts done by the seller Nanka Bruce v Commonwealth Trusts (1926) buyer had to weigh it
S.18. Rule 4 – goods delivered to buyer on approval or sale or return
There is no general provision for the conditional sale of goods, if they fall outside these rules you fall back on s.17 and the presumed intention of the parties
Unascertained goods
Fundamental rule is that property cannot pass in unascertained goods s.16 SGA 1979
S.18, Rule 5 – unconditional appropriations
Deliverable
Unconditionally appropriated
What is conditional? Usually that the seller only means to let the buyer have goods on payment Re Shipton Anderson (1915)
Examples
Delivery of goods to the buyer
Appropriation by exhaustion, s.18(3)
Outside the examples
Earmarked
Healey v Howlett (1917) Dispatched boxes with instructions to earmark 20 of them. They were not earmarked when the goods rotted, so property had not passed.
Irrevocably – can S sell his mind and sell the goods to someone else
If yes, no property will pass Carlos Federspiel (1957) bicycles were packed in containers with them. This was revocable
If not, property will pass.
Hendy Lennox (1984) Delivery notes with serial numbers. Irrevocable
Aldridge v Johnson (1857) S but barley in sacks. Property passed. Difference with Carlos Federspiel (1957) is that the sacks belonged to B.
Assent
May be express or implied Pignatoro v Gilroy (1919) S notified B that bags were available to collection and sent two reminds. They did not collect. Yes, property had passed
Effect
Property passes to B ,but the goods become appropriated, but do not become specific goods
Subject to the intention of the parties
S.20A – an unidentified part of an identified bulk
Specified quantity of goods
Not a fraction or percentage, but a number, because fraction and percentage are specific
Goods are part of an identified bulk
The buyer had paid the price for some or all of the goods
Effect
Property in an undivided share is transferred to B
This is the share for the amount he has PAID FOR
B becomes the owner in common of the bulk
Still don’t get the exact bottles, but you are protected in insolvency
There is s.20B which states that S can deal with all the other goods except what B is due under the contract (NOT what he paid)
If the amount reduces
Then the interest of the seller is reduced first, and then all the other buyers reduce proportionately s.20A(4)
What about overselling?
S has 400 bottles, and sells 200 each to A, B and C
All three get a share
They share equally in the 400 tonnes and the shares of each would abate rateably to one third of the 400 tonnes
Because s.20A protects prepaying buyers so it suspends all the other rules on title conflict
Only the first two get shares
Ownership of the bulk passed from S to the original two buyers. S would therefore have nothing left to sell, and B3 could not acquire any better title than the seller had (nemo dat non quod habet)
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A collection of the best Commercial Law notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LLB samples from outstanding law students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor". Although this set of notes did not earn its author a 1st in exams, the notes are at a high standard and it seems the author just got unlucky.
As an added...
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