Topic 4: Sales of Goods Act PDF

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Summary of Sales of Goods Act...

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TOPIC 4: SALES OF GOODS A sale of goods contract? Pg 181 Essential elements of sale of goods contract? Pg 181

2 different categories: (pg 182) What are goods? (pg 182)

What are not goods? (pg 183)

Pg 184

Pg 185

Classification of goods (pg 186)

Sellers transfer the ownership of goods or products to the buyers A contract (not an agreement) Contract must involve a sale of some sort Ownership (not merely possession) is transferred or intended to be transferred to the buyer  contract for sale of goods - Subject matter must be goods - Some money must be exchanged Agreements are not covered by this Act Passing of possession are not contract (pg 182) 1) A contract of sale (an executed contract) 2) An agreement to sell ( an executory contract) Apply s60(1) - Choses in possession: personal property that have: o Material form/ physical existence o Able to be transferred from seller to buyer by delivery o Ownership is commonly established by possession - Emblements = annual crops and vegetable products cultivated by man's labour / the profits from such crops - Things attached to or forming part of the land - Real estate (houses, units, vacant land, townhouses, factories,etc) - Choses in action: Ex: copyright, shares in a company/ a partnership business, a legal claim for a debt - Supply labor, employment or services - Software  The contract related to those above areas are not covered by Sale of Goods Act because those things are not goods Case1: Robinson v Graves [1935] 1 KB 579 : plaintiff painted the defendant’s portrait at £250 ~> plaintiff try to get the payment ~> defendant said that sale of goods with value more than $20 must be a written contract & there is no written contract  go to court  Sales of good legislation did not apply here since this was a contract for the supply of labor and materials.  The objective here are the skill and work of the artist  If the defendant sell the painter to 3rd party  contract for the sale of goods Case 2: Aristoc Industries Pty Ltd v RA Wendham Pty Ltd [1965] NSWR 581 : plaintiff agreed to supply and install seats for the hall  Court conclusion: this is the contract for the supply of labor and materials  Ownership remained with the plaintiff until after installation 1. Existing goods = owned & possessed by the seller at the time the contract is made [s5(1)] 2. Specific goods = identified and agreed at time contract made [s60(1)] 3. Unascertained = not yet identified as a subj matter of contract goods 4. Ascertained = unascertained goods -> agreed by buyer  ascertained goods goods -

= goods to be manufactured by/ acquired by seller after making a contract [s60(1)] 1) Section 22: with specific goods, at the time the parties have intention  ownership passes Based on o The terms of contract o The conduct of the parties o The surrounding circumstances 2) Section 21: with unascertained goods, ownership can only be passed when the goods have turned into ascertained. Rule 1: unconditional contract(goods in a deliverable state): ownership passes when contract is made, it is immaterial !!!!! sale goods with cash before delivery = Conditional contract Rule 2: in the case the seller has to do sth to make the goods ready to be delivered, the ownership only pass until the buyer know that the seller finishes their tasks. Rule 3: goods in a deliverable state, the seller has to weigh, measure, test and so on to ascertain the price  the ownership pass when the buyer know that those acts are done. Rule 4: goods is deliver to the buyer  ownership pass when: - Buyer signifies approval, adopting transaction - Buyer without rejecting the goods, retains beyond the given times Rule 5 [Case: Pignatoro v Gilroy [1919] 1 KB 459] 5. Future goods

General rules about the passing of ownership to buyers - How to determine the intention? Pg 188

Rules about transferring ownership of goods

Delays in delivery and destruction of goods Pg 189

Nemo dat rule pg 189

Exception to the nemo dat rule (pg 190)

Specific goods, without knowledge of seller, perished(die or be destroyed) at time contract is made  contract is VOID - Specific goods, without any fault of seller or buyer, perish BEFORE risk passes to buyer  Agreement is VOID - Unascertained goods, perish at the time of the contract  contract is NOT void  seller has to find similar goods/ pay damages for non-delivery A person who does not own the goods cannot sell them to the other person. A seller who has defective ownership to the goods cannot sell the goods. The legal owner of the goods could recover the goods from the buyer as they had defective ownership. - Estoppel [Case: Leomard v lelasi (1987) 46 SASR 495] plaintiff gave acquaintance a permission to register her car in his name  acquaintance now can sell the car as the owner of the car to defendant  plaintiff cannot prevent the acquaintance from selling the car. - Sale by a mercantile agent: auction, goods are on consignment (buyer will pay after he/she received the goods) [Case: Folkes v King [1923] 1 KB 282] - Sale under voidable title - Sale by a seller in possession of goods after a sale Example: A buy goods from B & ask B to keep the goods in warehouse for A. C is the staff of B, C don’t know about the request of A so C sell the goods in the warehouse to D  A cannot meet D and ask D to give -

back the goods  A can only sue B and C for damages. - Sale by the buyer in possession of goods after sale - Sale under common law or statutory power Delivery by the seller (pg 193) - s.29) -  Default rule - the place of delivery is the seller's place of business if not their residence. -  The seller is bound to send them within a reasonable time (s.29(2)). -  (Third party is in possession) - no delivery by seller to buyer unless and until that third - party acknowledges to the buyer that they holds the goods on his behalf (s.29(3)). -  Delivery or an attempted delivery must be made at a reasonable hour (s.29(4)). -  (Unless otherwise agreed) - the cost of putting or getting the goods into a deliverable - state is to be borne by the seller (s.29(5)). Delivery to carrier -  The delivery of goods to a carrier, whether named by the buyer or not, is presumed to - be a delivery of the goods to the buyer. -  Obligation on the seller to ensure that the contract with the carrier is reasonable given - the nature of the goods and other circumstances. -  Seller’s obligation in regard to insurance: where goods are sent by the seller to the - buyer by sea, under circumstances in which insurance of the goods is usual practice, the - seller must give sufficient notice to the buyer to allow the buyer to insure the goods - during the sea transit, and, if the seller fails to give the notice, the goods will be at the - seller’s risk during the sea transit. -  Unless otherwise agreed - the risk of normal deterioration in the goods where the - goods are delivered at distant place is the buyer’s risk (unless otherwise agreed)(s.33). Buyer’s right to examine goods - Previously unexamined goods - acceptance does not occur until (s.34) the buyer has had - reasonable opportunity to examine the goods to determine conformity with the order. Acceptance of the goods (s.35) (pg - The buyer “is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or when the 193) goods have been delivered to him, and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them.” Buyer not bound to return rejected Unless otherwise agreed - when a buyer rightfully refuses to accept goods (s.36) delivered goods, he is not obliged to return them to the seller, but it is sufficient if he intimates to the seller (that is, advises the seller) that he refuses to accept them.

Liability of buyer for neglecting or  Seller is ready and willing to deliver the goods - requests the buyer to refusing delivery of goods (s.37) take delivery buyer fails within a reasonable time afterwards to take delivery - the buyer will be liable for any loss occasioned by his neglect or refusal to take delivery and also for a reasonable charge for the care and custody of the goods. Right and remedies of the seller Rights of the unpaid seller against the goods (pg 194) (pg 194) Right of the unpaid seller against the buyer (pg 195) Romalpa clauses (pg 195) Personal property securities act 2009 (pg 196) Contractual terms: agreed by Warranty parties and implied by statute laws Conditions Intermediate term (pg 197) Implies IMPLIED TERMS AND CONDITIONS (pg 198)

 Seller has right to sell – s12(i)  Buyer to have quiet possession – s 12(ii)  Goods free from encumbrances – s 12(iii)  Sale by description – s 13  correspondent with their description & sales good by description (pg 199)  Fitness for purpose – s 14(i)  pg 199  Merchantable quality – s 14(ii)  pg 201  Sale by sample – s 15(ii) pg 204  As to title (ownership) s 17  pg 198  Implied terms can be excluded by agreement...