Lpc Commercial Law Sale of Goods

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OUTCOME| REFERENCE|
1. Advise on the types of commercial contract that businesses enter into on a day to day basis; 2. Advise on the terms needed in a sale of goods contract in order to protect the seller’s position in respect of price, payment and delivery; 3. Apply simple terms in a sale of goods contract dealing with price, payment and delivery; 4. Advise on the principal remedies available to the unpaid seller of goods; 5. Identify the terms which need to be included in a retention of title clause in order for it to work and also other terms which may be included, and advise on the effectiveness of the latter; 6. Advise on the practical application of a retention of title clause. | |

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General Notes
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What is Sale of Goods?

* Sale of Goods = s. 2 (1) SGA 1979 - ….a contract by which the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price.

* Definition of a Sale = s. 2 (4) SGA 1979 – Where under a contract of sale the property in the goods is transferred from the seller to the buyer the contract is called a sale.

The Price:

* Definition of PRICE = S.8 SGA 1979

* (1) The price in a contract of sale may be fixed by the contract, or may be left to be fixed in a manner agreed by the contract, or may be determined by the course of dealing between the parties.

* (2) Where the price is not determined as mentioned in subsection (1) above the buyer must pay a reasonable price.

* (3) What is a reasonable price is a question of fact dependent on the circumstances of each particular case.

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DELIVERY OF GOODS
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SELLER MUST DELIVER:

* Seller MUST DELIVER the goods – S.27 SGA 1979 = It is the duty of the seller to deliver the goods and duty of the buyer to accept and pay for them in accordance with terms of the contract.

* S.28 SGA = DELIVERY & PAYMENT should happen at the SAME TIME (Subject to contrary agreement.).

* S.29 SGA = No General duty to transport goods to buyer. Time of Delivery:

* Time of payment = Not of the essence S.10 (1).
* However, parties can agree whether or not time is of the essence. – S.10 (2)

* SELLER TO DELIVER = If contract states seller to deliver but no fixed date = REASONABLE TIME – s.29 (3) SGA 1979.

* Hartley v Hymans [1920] = ordinary commercial contracts for the sale of goods the rule time is prima facie of the essence with respect to delivery. In such a contract, a delivery date will usually have been specifically agreed. This has the effect of making the clause a condition, breach of which has serious consequences.

* If buyer waives the delivery date before the goods are delivered = buyer entitled to give the seller reasonable notice that he will not accept the goods after a certain date.

Where to Deliver and Payments s.29:

* PLACE OF DELIVERY = Depends on contract, usually seller’s premises. * S. 29 (2) SGA 1979 = goods delivered at seller’s place of business (if contract silent on matter). * S.29 (5) SGA = Delivery must be at a ‘reasonable hour.’

* WHO PAYS? = Expense of delivery i.e handing over goods = seller s.29 (6) Expense of taking deliver = buyer. (unless agreement).
Where buyer wrongfully refused to accept and pay for goods – seller can sue buyer for damages – s.50 SGA.

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DUTIES OF BUYER – Price/Payment
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Duty to pay the Price:
* S.27 SGA 1979 – Buyers duty to pay the price.
* Time of Payment = Prima facie when...
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