Sale of Goods Notes PDF

Table of Contents 1. What is a sale of goods transaction? -s.1 Sale of goods ct............................... 2 2. Laws of Sale of Goods?................................................................................. 2 3. Key elements include:................................................

Table of Contents 1. What is a sale of goods transaction? -s.1 Sale of goods ct............................... 2 2. Laws of Sale of Goods?................................................................................. 2 3. Key elements include:.................................................................................. 2 4. What are the diAerent ways a contract for the sale of goods can be formed?- s.5 and s.3........................................................................................................... 2 5. What are the ways to show acceptance?........................................................ 3 6. What is the diAerence between a sale and an agreement to sell?.................... 3 7. What are the essential elements of a valid contract for the sale of goods?....... 3 8. Is Time Important in Sale of Good? -s.10 and 29(2).......................................... 3 9. Exception to the maxim ‘Nemo dat quod non habet’ you cannot give what you do not have ?....................................................................................................... 4 10. What are conditions and warranties in a sale of goods contract?................. 4 11. What does the law say on fix pricing ?......................................................... 4 12. What are goods?....................................................................................... 5 13. What are the classes of goods ?................................................................. 5 14. What is the duty of the seller in a sale of goods transaction?....................... 5 15. What are the Seller and buyer's RIGHTS in a sale of goods transaction?....... 5 16. What are the buyer's duties in a sale of goods transaction?......................... 6 17. What are the implication of paying/agreeing price for goods in advance?..... 6 18. What types of ‘Transactions’ do we have?................................................... 6 19. What are the remedies for a breach of contract?......................................... 7 20. What is the limitation of an exclusion clause?............................................. 7 21. What are the reasons for termination?........................................................ 7  1. What is a sale of goods transaction? -s.1 Sale of goods ct A sale of goods transaction is a contract where a seller transfers ownership of goods to a buyer for a price, which is typically money. It's unique because it specifically deals with goods as the subject matter. 2. Laws of Sale of Goods? Company and Allied Act Sale Sale of goods law Sale of goods Act 1893 Company tax laws Stamp duty regulations 3. Key elements include: Contract: A legally binding agreement. Seller: The party transferring ownership of the goods. Buyer: The party receiving ownership of the goods. Goods: Tangible personal property, excluding money. This can include things like cars, clothing, electronics, and crops. Price: The monetary consideration for the goods. Property: Means possession/ownership , not necessary goods 4. What are the different ways a contract for the sale of goods can be formed?- s.5 and s.3 A contract for the sale of goods can be formed in several ways: Orally: A verbal agreement. Partly Orally and in Writing: A combination of a verbal agreement and a written document. In Writing: A formal written agreement. By Deed: A legally binding document signed, witnessed, and delivered. Implied from Conduct: Actions and behaviors of the parties indicate a contract exists. It's important to note that while oral contracts can be valid, written contracts provide more clarity and are easier to enforce in case of disputes. Company contracts need to be in writing  5. What are the ways to show acceptance? Keeping the goods for some time after delivery Signing the delivery/waybill slip Expressing acceptance Using/customiisng the goods as the owner 6. What is the difference between a sale and an agreement to sell? Sale: The ownership of the goods is transferred from the seller to the buyer immediately upon the contract being made. Agreement to Sell: The transfer of ownership will occur at a future date or when certain conditions are met. -s.5 For example, if you buy a shirt from a store, that's a sale. If you order a custom-made shirt that will be delivered in a month, that's an agreement to sell. 7. What are the essential elements of a valid contract for the sale of goods? For a contract for the sale of goods to be legally enforceable, it must have these key elements: 1. Two Parties with Capacity: Both the buyer and seller must be legally capable of entering into a contract (not minors, mentally incapacitated, etc.). 2. Offer and Acceptance: A clear offer to buy or sell and an unqualified acceptance of that offer. 3. Consideration: Something of value must be exchanged (usually the goods for the price). 4. Intention to Create Legal Relations: The parties must intend their agreement to have legal consequences. 5. Free Consent: The agreement must be made without coercion, duress, undue influence, misrepresentation, or fraud. 8. Is Time Important in Sale of Good? -s.10 and 29(2) Time in payment: It is not important except stated on the contract Time in delivery: It must be delivered in a reaosnable time.  9. Exception to the maxim ‘Nemo dat quod non habet’ you cannot give what you do not have ? Any transaction had by someone without ownership right is void If an agent is acting for you they can sell on your behalf If you are using a merchant, they can sell on your behalf If the goods were bought in an open market – the buyer keeps the goods If the buyer bys it from someone who has not fully paying for the goods. Sale in Market Overt: A sale in an open, public, and legally constituted market. Sale Under a Voidable Title: If a seller obtains goods through fraud but the contract is voidable (not void), a buyer who purchases in good faith can obtain good title. Sale by a Seller in Possession: If a seller has possession of goods after selling them, they may be able to pass good title to a new buyer who buys in good faith. Sale by a Buyer in Possession: A buyer who has possession of goods with the seller's consent may be able to pass good title to a new buyer, even if they haven't paid the original seller. Sale with the Owner's Consent: If the owner authorizes a sale, the buyer obtains good title. Estoppel: If the owner's conduct leads a buyer to believe the seller has the right to sell, they may be estopped from denying the sale. Sale by a Mercantile Agent: A mercantile agent acting with authority can pass good title. Sale by Court Order: A sale authorized by a court can pass good title. 10. What are conditions and warranties in a sale of goods contract? Conditions: Fundamental terms of the contract. Breach of a condition allows the buyer to end the contract and seek damages. Warranties: Minor terms of the contract. Breach of a warranty allows the buyer to claim damages but not end the contract. For example, a condition might be that the goods are fit for their intended purpose. A warranty might be that the goods are a particular color. 11. What does the law say on fix pricing ? Price can be agreed at anytime before or after the conract You can also say on your contract how you want it ot be agreed, e.g. by market price on delivery e.t.c  12. What are goods? Not services Not houses Not land Not skills Not debt 13. What are the classes of goods ? Future goods – The seller doesnot have the goods at the time of agreeing Existent goods – The seller has it at the time of the agreement Specific goods – The item has been identified during the agreement (could be with future at the same time e.g. the goods were identified but they are not presently there with the seller) Asertaind – Specific goods chosen (e.g. 100 potatos that weighs 200g from Lagos farm) Unarsertained – Generic discription of the goods (e.g. 100 potatos but does not say the size, weight them or their origin) 14. What is the duty of the seller in a sale of goods transaction? The seller has several key duties: Pass Good Title: To transfer legal ownership of the goods to the buyer free from any claims by others. Deliver the Goods: To deliver the goods at the agreed-upon time and place. Supply Goods of the Right Quality: To ensure the goods are of satisfactory quality, fit for their purpose, and match their description. 15. What are the Seller and buyer's RIGHTS in a sale of goods transaction? BUYER SELLER Can sue the seller for breach or for Can sue the buyer for breach specific performance Can hold porperty in lien Inspect the property Can resell the property Return the property in breach in conditions (that it cannot be used)  16. What are the buyer's duties in a sale of goods transaction? The buyer has the following primary duties: Pay the Price: To pay the agreed-upon price for the goods. Accept the Goods: To accept the goods when they are delivered, provided they conform to the contract. Examine the Goods: To inspect the goods within a reasonable time to ensure they match the contract. 17. What are the implication of paying/agreeing price for goods in Commented [oE1]: I want more advance? PAYING o You did not inspect the goods first, any issues bcoem difficult to reclaim money o Shows the buyers reliaying on the seller to provide goods AGREEING o Buyer– It could cost less to make but you have agreed a price which you need to pay o Seller - If the goods cost more to make, you have already agreed a price § You may need to go to court to recover the shortfall § They look at market price which is determined at the breach 18. What types of ‘Transactions’ do we have? Sale and Bailment – The Bailor(giver) gives the bailee(receiver) goods to use for some time.the bailee has to follow rules and still owns the item (like borrowing) Sale and Exchange – Goods for goods Sale and Hire purchase – Seller will send goods ownership a later daate Contract for work and matterial – A transfer for one to use their skill and labour – the goods are subsiduary Gift Loan – used as security , the lender keeps the goods/item/document until payment is made 19. What are the remedies for a breach of contract? BUYER SELLER Ask for compensation Lien – Keep the goods from delivery Terminate the contract Request damages Ask for damages Resell the property 20. What is the limitation of an exclusion clause? A party cannot exclude a clause regarding a fundamental obligation in the contract. 21. What are the reasons for termination? Breach of Contract: If either the seller or the buyer fails to perform their duties as outlined in the contract, the other party may have grounds to terminate the contract. For example: o The seller fails to deliver the goods on time or delivers goods that do not match the agreed-upon description. Agreement to Terminate: Both parties can mutually agree to end the contract, even if all obligations have been fulfilled. Frustration of Contract: If unforeseen circumstances make it impossible for either party to fulfill their obligations, the contract may be deemed frustrated and terminated. For example, if the goods are destroyed in a fire before delivery. Operation of Law: Certain legal events can automatically terminate a contract, such as the bankruptcy of one of the parties.