This chapter considers the duty of the seller to deliver the goods and the duty of the buyer to accept the goods and to pay the price. Payment and delivery are concurrent conditions in a contract of sale. This means that the seller must be ready and willing to deliver the goods, and the buyer must be ready and willing to pay for them in accordance with the terms of the contract. The parties to the contract can make whatever agreement they want in respect of delivery and payment and, in practice, will often do so in relation to the time, place, and manner of the delivery and the payment. Where the parties have not agreed on these matters, the Sale of Goods Act 1979 (SGA 1979) lays down certain rules, which are discussed in detail in the chapter. Similar rules apply to consumer sales under the Consumer Rights Act 2015.
Chapter
14. Delivery and payment
Chapter
12. The condition of the goods and statutory implied terms
This chapter tackles the condition of the goods and statutory implied terms. If the terms of the broken contract between the seller and buyer involve a condition, the buyer may be entitled to reject the goods and terminate the contract. Sections 12 to 15 of the Sale of Goods Act 1979 (SGA) indicate the conditions of implied terms. The chapter explains that implied terms require the goods supplied to conform to the buyer's legitimate expectations, which then may allow the buyer to complain about a breach if their expectations are not met. It also considers how the seller's power to exclude the implied terms, or liability for their breach, is limited by the Unfair Contract Terms Act 1977.
Chapter
15. The passing of property
This chapter discusses the passing of property. The rules on the passing of property apply to consumers, although there are differences regarding the connection between the passing of property and the passing of risk following the Consumer Rights Act 2015 (CRA 2015). Moreover, the distinctions between existing, future, specific, and unascertained goods under the Sale of Goods Act 1979 (SGA) remain vital under the context of the passing of property. The chapter cites that the transfer of property from seller to buyer also has a number of important practical consequences in English law. It notes the differences between using either CRA 2015 or SGA to solve existing issues regarding consumer transactions.
Chapter
17. Title conflicts in sale transactions
This chapter focuses on title conflicts in sale transactions. Despite the technological changes in improving data capture, storage, and analysis that can help provide a greater capacity to record tidal and goods information, it is not the panacea to title conflicts arising from information asymmetry since it also occurs due to conflicting interests. Section 21 of the Sale of Goods Act 1979 (SGA) preserves the basic common law principle (nemo dat quod non habet) that is subjected to exceptions. The provision also contains the principle of estoppel. The chapter acknowledges that the nemo dat principle itself is simple but some of its laws and exceptions are outdated.
Chapter
28. International sale contracts
This chapter details the significance of international sale contracts. Since there is no formal special body of rules for international sales, an international sale contract is governed by English law while it is invariably governed by the general law of contract and the Sale of Goods Act 1979 (SGA). Thus, parties are free to agree on the terms of their bargain only if they are subjected to general law. Moreover, the Unfair Contract Terms Act 1977 does not apply to international supply contracts where the contracting parties have their places of business in different states. The chapter also considers the seller's obligations to the bill of lading.
Chapter
8. Background To The Sale Of Goods Act 1979
This chapter outlines the Sale of Goods Act 1979 (SGA), which is the set of legal rules primarily concerned with the sale of goods. It presents the history of sales law, acknowledging that the modern law of sale is largely found in the SGA. The SGA primarily aims to remove the need to consult prior case law. Thus, decisions of courts in cases prior to the Act should only be examined for guidance in cases where the language of the Act is unclear or ambiguous. The chapter then reflects on the future of sales law, which is considered to be the heart of commercial activity.
Chapter
18. Buyer’s duties and seller’s remedies
This chapter explores the duties of buyers and the remedies of sellers. It looks into the provision of Section 27 of the Sale of Goods Act 1979 (SGA) on the buyer's duty to accept and pay in accordance with the contract's terms. In large or international transactions, the buyer may often have to perform extra duties necessary to enable the seller to fulfil their duties. On the other hand, unlike the Consumer Rights Act 2015 (CRA 2015), the common law and the SGA provide remedies for the seller if the buyer fails to perform their obligations under the contract. The chapter also explains that SGA's Section 39 contains the rights of an unpaid seller.
Chapter
9. Statutory regulation of contracts
This chapter studies the features of legally binding contracts by examining the manner in which the terms of a contract are regulated through statutory intervention. Such legislative measures have come about as a response to the unequal bargaining positions of consumers as contracting parties in business contracts, and the idea that laissez-faire can be contrary to public policy and fairness, for example with certain exclusion clauses. Some examples include statutes such as the Consumer Rights Act 2015 and the Sale of Goods Act 1979 that imply terms into contracts, and the Unfair Contract Terms Act 1977 that regulates the parties’ use of exclusion clauses. This protects the weaker party to a contract from exploitation and provides minimum rights that may not be waived.
Chapter
8. Introduction and definitions
D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner
This chapter serves as an introduction to the English law governing sale of goods, along with relevant definitions. It introduces the common law of sale of goods and its subsequent codification by the Sale of Goods Act 1893, later consolidated in 1979 and which (following further minor amendments) is now the principal source of the law. It also considers some key definitions relating to sale of goods, before discussing the nature of a sale and how it differs from related transactions such as barter or exchange, bailment, agency, and hire-purchase.
Chapter
15. Statutory implied terms and statutory rights
This chapter discusses the common law rule of caveat emptor, which today has been largely eroded by the original Sale of Goods Act 1893 (SGA 1893) that introduced the statutory implied terms of quality and fitness for purpose. It is shown here that the principle of caveat emptor is still alive and well in relation to purely private sales because the terms implied by the Sale of Goods Act 1979 (SGA 1979) in relation to the quality and fitness for purpose of the goods only apply to sales made in the course of a business. Sale of goods contracts are still, therefore, governed by the principle of caveat emptor to some extent, although this is subject to other enactments. This chapter also discusses the Consumer Rights Act 2015 (CRA 2015) which came into force on 1 October 2015.
Chapter
10. Transfer of title
D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner
This chapter examines how a buyer can get good title to goods where the seller’s own title is non-existent or problematic. It provides an overview of the rule nemo dat quod non habet and then discusses various exceptions to it, including estoppel, sale under the Factors Act 1889, sale under a voidable title, sale by seller continuing in possession, and sale by a buyer in possession. In addition this chapter compares the common law and civil law approaches to the problem and encourages a critical approach to the issues it raises.
Chapter
11. Seller’s obligations as to quality
D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner
This chapter considers the seller’s obligations as to the characteristics and quality of goods sold. The main concentration is on the implied terms under ss 13–15 of the Sale of Goods Act 1979 requiring goods to correspond with their description, to be fit for purpose and of satisfactory quality, and to match any sample provided. But considerable stress is also laid on the vital practice of commercial parties to draft their own bespoke terms and oust those otherwise implied. The chapter also covers the contractual liability applying between seller and buyer.
Chapter
12. Performance of the contract
D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner
This chapter considers the duties of the seller to give a good title to the goods he sells and physically to deliver those goods to the buyer in accordance with the terms of the contract of sale. The chapter also examines the provisions of the Sale of Goods Act 1979 relevant to the sale of a limited title and the implied warranties as to freedom from encumbrances and quiet possession. Finally, it describes the statutory duties of the buyer to take delivery, to accept the goods, and to pay the price.
Chapter
14. Remedies of the buyer
D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner
This chapter, the mirror image of the previous one, focuses on the remedies of the buyer who either does not receive goods or receives a defective delivery. The topic is relatively straightforward, largely restating principles of the general law of contract in the specialised field of sale of goods. The chapter concentrates on three forms of remedy: (1) damages for non-delivery, late delivery, or breach of warranty, (2) the recovery of money paid for a consideration that has totally failed or been validly rejected, and (3) specific performance and injunctions.
Chapter
10. Duties of the parties
This chapter details the duties of the parties as part of a contract sale according to the Sale of Goods Act 1979 (SGA). Section 27 of the SGA does not contain a complete statement of the parties' duties, but Section 28 does define the relationship between the duties of seller and buyer. Each party's duty to perform is conditional on the readiness and willingness of the other to perform and commercial agreements normally provide for the goods to be delivered on credit terms so that payment is due after delivery. SGA's Section 27 indicates that the duties of parties revolve around delivery, acceptance, and payment in accordance with the terms of the contract. The chapter then analyses the notion of exclusion clauses.
Chapter
11. Delivery
This chapter covers the importance of delivery. Section 27 of the Sale of Goods Act 1979 (SGA) presents the seller's basic obligation regarding the delivery of goods, which, the chapter argues, provides great significance to the passing of property from seller to buyer. If the seller wholly fails or refuses to deliver, they are in breach of contract; this allows the buyer to claim damages for non-delivery. The chapter also considers the situation wherein the buyer may reject the delivery and repudiate the contract. It examines how the Consumer Rights Act 2015 retains certain aspects of the SGA regime for consumer buyers.
Chapter
14. The duty to pass a good title
This chapter considers the duty to pass a good title. It defines the key concepts surrounding property, title, and the right to sell. The courts treat the failure to pass a good title as a fundamental failure on the part of the seller so that the buyer can end the contract and obtain their full purchase price without any reduction for the use of the goods. Meanwhile, section 12 of the Sale of Goods Act 1979 (SGA) cannot be excluded by any contract term. However, the provision does allow the seller to effectively avoid liability for breach of the implied warranties if they can reveal any relevant encumbrance or charge before the contract.
Chapter
16. Risk, frustration and mistake
This chapter presents the key concepts of risk, frustration, and mistake in line with the ownership or possession of property. It starts with the notion of risk by acknowledging that any commercial operation involves risk, but risks can be allocated between parties by the terms of the contract. Additionally, a contract of sale can be affected by mistake or frustration in the same way as any other contract. The Sale of Goods Act 1979 (SGA) provides provisions to deal with mistakes and frustrations in several circumstances. The chapter also considers the Consumer Rights Act 2015 (CRA 2015), which altered and simplified the position of consumer buyers of goods.
Chapter
30. Commercial law
Current state, and future directions?
This chapter considers the current state and future of commercial law. It starts with how the commercial law of England and Wales is the product of a long process of doctrinal development, by courts and Parliament. The structure of commercial law involves the Sale of Goods Act 1979 (SGA), the death of sales, and a new codification. The chapter also looks into the impact of Brexit and digitalisation on commercial law, which includes the emergence of gig economies, sharing economies, and circular economies. It cites how the radicalness of commercial actors' responses to the digital revolution is slowly being matched by legal thinking.
