Contract Law Basics - Ghana

UGBS 203 Commercial Law

• Course comprises commercial law principles, including introductions, legal systems, contract law, sale of goods, and hire purchase.

Session 1 - Introduction to Law

• A session overview is to enable law students understand the concept and sources of commercial laws

• Session outline includes; what is law, functions of law, classifications of law, the Ghanaian legal system, sources of law in Ghana, and the source of commercial law

• Reading list comprises; The Courts Act, 1993 (Act 459), The 1992 Constitution, Criminal and other Offences Act, 1960 (Act 29), Emmanuel Kwaben Quansah, (2011) The Ghana Legal System, Glanville Williams (1982), Learning the Law, Denis Keenan (1998) Smith & Keenan's English Law, Jeffrey L. Harrison (2007), Law and Economics in a Nutshell, and Geoffrey Samuel (2000)

• Definitions of law; the body of principles recognized and applied by the state in the administration of justice (Salmond), rules forbidding or enjoining types of behavior under penalties, rules specifying what must be done to achieve legal effects

• Functions of law; maintain order, provide justice and fairness, protect rights of individuals, and punish wrongdoers.

• Classifications of law; Public and Private Law

• Public Law; constitutional Law (constitution of the state, arms of state, powers and limitations, rights and obligations of citizens) and administrative law

• Private Law; Law of Tort (legal issues between private individuals) and Property Law

• Differences between civil and criminal law; civil law: redress of wrongs by compelling compensation or restitution, criminal law aims to punish wrongdoers

• Legal system of Ghana; based on the Common Law tradition, which relies on judicial precedence. The court structure includes superior courts and inferior courts

• Sources of law in Ghana; 1992 Constitution, enactments by Parliament (eg. Banking Act), orders, rules, regulations, existing law (written and unwritten laws), and common law, equity, and customary law

Session 2 - Law of Contract - Formation of a Contract

• The session is to enable students understand the law governing contracts in Ghana

• Session outline; Introduction, types of contract

• Reading list comprises Contract Act 1960, (Act 25), Christine Dowuona-Hammond, (2011) The Law of Contract, J. Beatson et al (ed) (2010), Anson's Law of Contract, Paul Richards (1997), P. Ebow Bondzi-Simpson (2010), and Cheshire, Fifoot & Furmston's Law of Contract

• What is a contract? A promise (or set of promises) that the law compels or allows to be performed (Pollock), A promise, or set of promises for the breach of which the law gives a remedy, and the performance of which the law in some way recognizes as a duty (Restatement of Contracts)

• Sources of contract law; English law (common law, doctrines of equity, and English statutes of general application), Legislation (Contract Act 1960)

• Doctrines shaping contract law; freedom of contract (the liberty for people to enter agreements without interference), vitiating factors (mistake, misrepresentation, illegality, duress), and sanctity of contract (the need for people to keep their promises)

• Definition of contract; a promise or set of promises which the law will enforce, a promise or set of promises for the breach of which the law gives a remedy or the performance of which the law in some way recognizes a duty (American Restatement of Contracts).

• Elements of a valid contract; offer, acceptance, consideration, intention to create a legal relationship, and capacity to contract

Session 3 - Law of Contract - Elements of a Valid Contract

• Session overview: to enable students understand the law governing contracts in Ghana

• Session outline: Offer, Acceptance

• Reading list comprises the Contract Act 1960, Christine Dowuona-Hammond (2011), J. Beatson et al (ed) (2010), Paul Richards (1997), and P. Ebow Bondzi-Simpson (2010)

• Offer; a statement or conduct indicating a willingness to contract on terms stated or on terms which can be reasonably inferred from conduct and made with the intention that it will become binding as soon as it is accepted (Reitel)

• Acceptance; unconditional acceptance of an offer

• Types of offer; specific offer, general offer

• Rules governing offer; an offer becomes binding as soon as it is accepted by the person or persons to whom it is made, and an offer must be communicated to the person to whom it is made to be valid.

• Termination of offers; revocation (an offeror withdraws an offer), rejection (the offeree declines to accept an offer), and lapse of time

Session 6 - Law of Contract – Terms of a Contract, Vitiating Factors

• Session topics; Terms of a Contract, Vitiating Factors

• Terms of contract; conditions (a term so essential that its breach entitles the injured party to withdraw the contract and sue), warranties (a subsidiary term whose breach may give rise to a claim for damages), and Innominate Terms

• Vitiating Factors; mistake, misrepresentation, undue influence, duress, and illegal contracts

Session 7 - Law of Contract - Discharge of Contract

• Session topics; Discharge of Contract, Remedies for breach of contract

• Discharge of contract; agreement, performance, breach (including total failure and anticipatory breach), and frustration

• Remedies for breach of contract; damages, injunction, specific performance, action for price, and rescission

Session 8 - Sale of Goods

• Session topics; Nature and Formation of a Contract for the Sale of Goods

• Sale of Goods; a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer in exchange for a price, which may be wholly or partly comprised in money.

• Forms of contract of sale; Sale in Market Overt, Sale to a Part Owner, Sale or Return Contracts, and Sale by Sample or Description

• Types of Goods; Specific Goods, and Unascertained Goods.

Session 9 - Sale of Goods

• Session topics: Transfer of Goods, Risk and Property

• Transfer of Risk; Risk passes to the buyer when property in the goods passes.

• Transfer of Property; specific goods contract: property passes the moment when the contract is formed. In specific, goods contract in a deliverable state: property passes immediately when the contract forms. 

• Duties of a seller; deliver the goods, supply goods of merchantable quality, supply goods for the intended purpose, supply goods for the right quantity, and supply goods within the stipulated or reasonable time.

• Duties of a buyer; to pay the price, and accept delivery of the goods.

• Remedies of an unpaid seller; lien on the goods, stoppage in transit, resale of the goods, and recovery of possession.

• Rights of a buyer; to reject the goods (where the seller has breached the contract or there has been an innocent or fraudulent misrepresentation)

Session 10 - Sale of Goods - International Sale of Goods

• Session topics; International Sale of Goods, Duties of the Seller and Duties of the Buyer

• International Sales of Goods; free on board (F.O.B), cost, insurance, freight (C.I.F.)

Session 11 - Hire Purchase and Conditional Sale Agreements

• Session topics: Hire Purchase Agreement; Nature, Formation. Conditional Sale Agreement, Differences between Conditional Sale and Credit Sale, Formal Requirements of a Hire Purchase/Conditional Sale Agreement

• Hiring Purchase; A contract by which goods are delivered to a person who agrees to make periodic payments by way of hire, with an option of buying the goods after the stated hire installments have been paid

• Conditional Sale; an agreement for the sale of goods where the purchase price payable by installments and the goods remain with the seller until all installments are paid.

• Differences between conditional sale and credit sale; ownership transfer, payment method, pricing. Formal requirements of hire purchase decree: requirements before agreement, and requirements of the agreement

Session 12 - Hire Purchase and Conditional Sale Agreements

• Session topics; Termination of Hire Purchase agreement, Protected Goods, Implied Terms in Hiring Purchase agreement

• Termination of Hire Purchase Agreements; where buyer/hirer terminates agreement, buyer/hirer is liable to pay the difference between amount of money paid, and one half of the total initial purchase price or a lesser amount.

• Protected Goods; A good protected is one which: (i) has been let under a hire purchase agreement or a conditional sales; (ii) one half of the price or total purchase price has been paid; (iii) in relation to which the hirer/buyer has not terminated the hire purchase agreement or bailment.

• Implied Terms; quiet possession, goods are free of all charges, the owner's right to sell the goods, the good is reasonably fir for purpose. Exclusions from this implied term include; goods examined for defects, second hand goods, or where the agreement explicitly states the term is excluded.

Test your understanding of contract law principles in Ghana. This quiz covers foundational concepts, key elements required for a valid contract, and important doctrines associated with contract formation. Assess your knowledge on consideration, vitiating factors, and the consequences of breaking a contract.