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LPC Law Notes International Commercial Law Notes

Sale Of Goods Act 1979 Consolidation Table Notes

Updated Sale Of Goods Act 1979 Consolidation Table Notes

International Commercial Law Notes

International Commercial Law

Approximately 179 pages

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FORMATION OF THE CONTRACT

S. 2

CONTRACT OF SALE

  • Defines contract for sale of goods.

  • S2 (1) - A contract whereby the seller transfer or agrees to transfer the title in goods to the B for money consideration, called the PRICE.

S. 4

HOW CONTRACT IS MADE

  • Sets out how such a contract can be made.

  • S4 (1) - Can be:

  1. In writing;

  2. Made orally; or

  3. Implied by the conduct of the parties.

S. 5

EXISTING & FUTURE GOODS

  • Present/ existing/specific goods owned or possessed by the seller (can be identified and agreed upon at the time of the contract).

  • Future goods to be manufactured or acquired by the seller after the making of the contract.

S. 6

PERISHED GOODS

  • Where the contract is for the sale of specific goods, and such goods have perished without the knowledge of the seller at the time the contract is made, the contract is void.

S. 7

PERISHED GOODS

  • Where the agreement is to sell specific goods, and subsequently the goods perish, without any fault of either party, and before the RISK has passed to the buyer, the agreement is avoided.
THE PRICE
S. 8 (PRICE)

  • S8 (1) - Can be fixed by the contract, or left to be fixed in a manner agreed in the contract.

  • S8 (2) - If not, buyer Pays a ‘reasonable PRICE’.

  • S8 (3) - ‘Reasonable PRICE’ dependent on circumstances of each case.
IMPLIED TERMS

S. 10

TIME

  • 10 (2) - Time NOT of the essence unless parties agree to the contrary.

  • 10 (2) - parties can agree whether or not time is of the essence with regard to any other term under the contract.

S. 12

TITLE

Implied non-excludable term

  • Implied term that seller has right to sell the goods. (s.12 CANNOT be Excluded this is under UCTA 1997)

  • S12 (2) - sold free of charges/ encumbrances.

S. 13

DESCRIPTION

implied term P.71

  • S13 (1) - implied term that goods sold by description will correspond such a description. (will not apply if B relied on its own skill and judgement. Does not exclude B’s right to inspect (breach of 13 may amount to misrep))

  • S.13 is a condition

S. 14

QUALITY

FITNESS

Implied term P.71

  • S14 (2) - where S sells goods in the course of business, there is an implied term that the goods supplied under the contract are of satisfactory quality.

  • S14 (2B) - implied term that goods are fit for the purpose commonly supplied.

  • S 14(3) – B expressly or by implication tells S the particular purpose of the goods = implied term that the goods are fit for that purpose.

  • S14 (6): terms implied under this s. are conditions.

S. 15

SALE BY SAMPLE

Implied term

  • S15 (2) - in the case of sale by sample, there is an implied term that:

  1. The bulk will correspond with the sample in quality;

  2. .....

  3. The goods will be free from any defect, making their quality unsatisfactory.

S. 15A

SLIGHT

BREACH

  • S15A (1): in the case of contract for sale:

  1. B would have the right to reject the goods by reason of a breach by S of a term implied under s13,14 or 15; but

  2. If the breach is so slight that it would be unreasonable for him to reject them.

  • Then, if B does not deal as consumer, the breach is to be treated as a breach of warranty (not condition).
EFFECTS OF THE CONTRACT

S. 16

ASCERTAINED

  • Unascertained goods no title passes to the buyer unless and until the goods are ascertained. (Go to s.18, Rule 5, for unascertained goods)

S. 17

WHEN PROPERTY PASSES

Default Term

  • Title in goods is transferred to the buyer at such time as the parties intended it to.

  • (In conjunction with s.19 (S may reserve the right of disposal of goods and retains title until certain conditions are fulfilled (note that B is free to sell the goods until S such time as S claims its RoT clause)), these two ss allow for RoT clause)

S. 18

RULES FOR ASCERTAINING INTENTION

Default Term

(Where the parties have failed to make provision for the passing of ownership s.18 is default provision to determine transfer of ownership)

  • Intention to pass title:

Rule 1:

  • Unconditional contract for the sale of specific goods in a Deliverable state the title passes to B when the contract is made (point of acceptance).

Rule 2:

  • Sale of specific goods and S is bound to do something to the goods in order to put them in a Deliverable state, title does not pass until the thing is done and B is given notice of this.

Rule 3:

  • Sale of goods in a Deliverable state and S is bound to weigh, measure, test or do some other act for the purpose of ascertaining the PRICE, title does not pass until the act/ thing is done and B has notice of this.

Rule 4:

  • When goods are Delivered to B on approval or on sale or return or other similar terms, title passes to B when:

  1. He signifies his approval or acceptance to S or does any act adopting the transaction;

  2. If he does not signify his approval/ acceptance to the S but retains the goods without giving notice of rejection, then, if a time has been fixed for the return of the goods, on the expiration of that time, and, if no time has been fixed, on the expiration of a reasonable time. ]

Rule 5:

  • See SGA

S. 20

PASSING RISK

(risk passes with ownership)

Default Term

  • S20 (1): unless otherwise agreed, goods remain at S’s RISK until title in them is transferred to B.

  • When title in them is transferred to the B the goods are at the RISK of B whether or not Delivery has occurred.

  • S20 (2): where Delivery is delayed through the fault of either party, the goods are at the RISK of the party at fault.
PERFORMANCE OF THE CONTRACT

S. 27

S’s & B’s DUTIES

  • Duty of seller to Deliver the goods. (+ implied terms in ss.12, 13, 14, 15)

  • Duty of buyer to accept Delivery and Pay for the goods (in accordance with the contractual terms).

S. 28

Deli + Pay = Concurrent

  • Unless otherwise agreed, Delivery of the goods and Payment of the PRICE are concurrent conditions (will h+appen at same time).

S. 29

B’s DUTIES DELIVERY

  • S29 (1): whether B is to take possession of goods or for the S is to send them to B is a question to be decided for the particular contract.

  • ...

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