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Chapter

Cover Commercial Law

12. The transfer of title by a non-owner  

This chapter considers the various circumstances in which a buyer may become the owner of the goods, notwithstanding that the seller is neither the owner of them, nor sold them with the owner’s consent. In the chapter, disputes concern not the seller but the owner of the goods and the buyer. The chapter presents a case that provides an example of the sort of problems which can arise in such disputes. A common theme in these types of cases is dishonesty, whereby the court will have to decide which of two innocent parties should suffer due to the dishonesty of another. This can arise in many different situations, such as where an innocent buyer buys goods from a seller who turns out to have stolen them or where a person obtains goods on hire purchase and dishonestly sells them before they have been paid for.

Chapter

Cover Commercial Law

11. The transfer of property and risk  

This chapter discusses the transfer of property between seller and buyer, and considers the passing of risk. The general rule about risk is that unless the parties have otherwise agreed, risk passes with property, although the position is different when the buyer deals as consumer. With regard to payment, unless otherwise agreed, the seller may only sue the buyer for the price once property in the goods has passed, and, if either the seller or the buyer becomes insolvent, then the rights of the other non-insolvent party may depend on whether or not property in the goods has passed to the buyer. Furthermore, although subject to a number of exceptions, unless the buyer has acquired ownership in the goods, he cannot transfer that ownership to another party.

Chapter

Cover Commercial Law

13. Perishing of goods  

This chapter considers the effect on the parties’ contract of sale in the event that the goods perish. Before doing so, it considers briefly the position of non-existent goods. It might be considered sensible to think that where the seller sells specific goods, a condition would be implied that the goods existed at the time of the making of the contract and that the seller would be liable to the buyer if he sold goods that did not exist. The seller, after all, does warrant that he or she has the right to sell the goods and, where he or she sells the goods in the course of a business, also warrants that they are of satisfactory quality and fit for purpose. However, such a seller is generally not liable.

Chapter

Cover Commercial Law

16. The remedies of the seller  

This chapter considers the remedies available to a seller if the buyer fails to pay for the goods pursuant to a contract of sale. It should be noted at the outset that the term ‘seller’ also includes ‘any person who is in the position of a seller, such as an agent of the seller to whom a bill of lading has been indorsed, or a consignor or agent who has himself paid (or is directly responsible for) the price’. This is of particular assistance to an agent who, having paid the price to the seller with the intention of recovering the money from the buyer, will have the same protection afforded to unpaid sellers as if he or she were the seller directly.

Chapter

Cover Commercial Law

Additional Chapter: The UN Convention on the International Sale of Goods  

This chapter is intended to introduce the reader to the UN Convention on the International Sale of Goods otherwise known as the ‘Vienna’ Convention or the ‘Convention of the International Sale of Goods (CISG). This chapter is intended to introduce the reader to the UN Convention on the International Sale of Goods otherwise known as the ‘Vienna’ Convention or the ‘Convention on the International Sale of Goods (CISG). The chapter begins with a discussion of the scope and application of the convention along with the difficulties with its interpretation and the problem of ensuring consistency across all jurisdictions. It then deals with the substantive provisions of the convention covering offer and acceptance, resolving the battle of the forms and variation of contract. It then details the rights, duties and remedies of the parties especially where these differ from English law, for example in relation to the seller’s right to cure, and the right to reduce the price in the event of breach and particularly the limitations on the right of either party to terminate the contract. It ends with a table comparing in summary form. the provisions of the CISG with the position in English law,

Chapter

Cover Commercial Law Concentrate

3. Passing of property and risk  

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the transfer of property and risk from the seller to the buyer as agreed upon in a contract of sale of goods. It explains the difference between ownership and possession and discusses the rules on the passing of property, as well as which party bears the legal risk in cases where, for example, the goods are destroyed or in the event of insolvency. The rules relating to both consumer and non-consumer buyers are included. Finally, the chapter examines the unconditional appropriation of the goods to the contract, appropriation by delivery to a carrier, ascertainment and appropriation ‘by exhaustion’, and undivided shares in goods forming part of a bulk.

Chapter

Cover Commercial Law Concentrate

8. Delivery, acceptance, and payment  

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the duty of the seller to deliver the goods and the duty of the buyer to accept them and to pay the price. It first explains the meanings of delivery, acceptance, and payment as well as the provision in the Sale of Goods Act 1979 in respect of these matters, and then considers the distinction between consumer and business buyers and cases where the wrong quantity of goods has been delivered. The chapter also discusses delivery by instalments, delivery to a carrier, and the right of the buyer not to return rejected goods.

Chapter

Cover Sealy and Hooley's Commercial Law

9. Passing of the property in the goods as between seller and buyer  

D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner

This chapter examines the concept of the passing of the property in goods as between seller and buyer which has significance for many purposes in law. It discusses why the matter is important, before going on to cover the rules for determining when the property passes as it is plainly a matter of the greatest importance to identify the point at which it occurs. The chapter goes on to discuss the statutory provisions relating to perishing of specific goods, how the passing of property is related to acceptance or rejection of goods, the risk involved in the passing of property, and the frustration of sale of goods contracts.

Chapter

Cover Commercial Law Concentrate

2. Statutory implied terms  

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter examines the significance of the terms implied into sale of goods contracts under the Sale of Goods Act 1979 and the statutory rights that are implied in a contract between trader and consumer by virtue of the Consumer Rights Act 2015. It explains the seller’s right to sell the goods, the goods being free from encumbrances and the buyer enjoying quiet possession of them, sales by sample, and the description and quality of the goods, as well as their fitness for purpose. Digital content is also discussed in relation to consumer transactions. The chapter also considers the terms implied into other kinds of contract by different statutes, including the terms implied by the Supply of Goods and Services Act 1982.

Chapter

Cover Commercial Law

14. Delivery and payment  

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

Cover Commercial Law Concentrate

10. Remedies of the buyer  

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter examines the various remedies that are available to a buyer under a contract of sale of goods where the seller is in breach of the sales contract. It considers the regime of remedies introduced by the Consumer Rights Act 2015 and discusses a range of remedies such as rejecting the goods, suing for non-delivery or late delivery of the goods, suing for damages following the seller’s breach of warranty, requiring the seller to repair or replace the goods, claiming from the seller a reduction in the price, or rescinding the contract. The chapter then explains the difference between breach of condition of the contract and breach of warranty.

Chapter

Cover Commercial Law Concentrate

6. Non-existence and perishing of goods  

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter examines the effect of the contract of sale of goods in the event that the goods never existed or, if they did exist at one time, are no longer in existence. It first looks at the contract for the sale of specific goods which, without the knowledge of the seller, have perished at the time when the contract is made and then considers an agreement to sell specific goods which, without any fault on the part of either party, subsequently perish before the risk passes to the buyer. The chapter also explains the frustration of a contract for the sale of unascertained goods under s 7 of the Sale of Goods Act 1979 and the question of monies owing or to be repaid under the Law Reform (Frustrated Contracts) Act 1943.

Chapter

Cover Commercial Law Concentrate

7. Transfer of ownership by a non-owner  

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter, which focuses on the situation where a seller is able to transfer ownership of certain goods to a third party despite having no right to the goods, first explains the so-called nemo dat rule, which protects the true owner of the goods and the innocent purchaser gets no title whatever. It then considers several statutory exceptions to the nemo dat rule that protect the innocent purchaser. The chapter also examines how estoppel is applied, sale by a mercantile agent, void and voidable contracts, sale by a seller in possession after sale, sale by a buyer in possession after sale, sale of a vehicle acquired on hire purchase, the (now repealed) sale in market overt, and special powers of sale.

Chapter

Cover Commercial Law Concentrate

9. Remedies of the unpaid seller  

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter considers the remedies that are available to a seller against the buyer for breach of contract and the position when the buyer refuses delivery of the goods. These are real remedies and personal remedies, which are set out in Parts V and VI of the Sale of Goods Act 1979. An example of a real remedy is a lien over the goods, whereas two examples of a personal remedy are an action for the price and damages for non-acceptance of the goods.

Chapter

Cover Sealy and Hooley's Commercial Law

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

Cover Sealy and Hooley's Commercial Law

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

Cover Sealy and Hooley's Commercial Law

13. Remedies of the seller  

D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner

This chapter focuses on the remedies of the seller where the goods are not accepted or paid for by the buyer. The subjects covered in the chapter include both money claims against the buyer, notably for the price or for damages for breach of contract, and claims against the goods or their proceeds in order to provide security where the buyer has failed to pay (eg lien, stoppage in transit, and resale). Reservation of title is also dealt with. There is also a brief mention of the remedy of specific performance.

Chapter

Cover Sealy and Hooley's Commercial Law

15. International sales  

D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner

This chapter examines the rules of English law governing international commercial sales, a subject of disproportionate importance because of the surprisingly large proportion of international trade carried on under contracts governed by English law by choice of the parties. Contracts of this type expose the parties to greater risks than purely domestic sales. The chapter gives detailed coverage of typical export transactions and INCOTERMS, both marine and non-marine, including FOB contracts, FAS contracts, CIF contracts and variants of the CIF contract, and DAP contracts as well as FCA, CIP, and similar contracts. Likely future developments are also mentioned.

Chapter

Cover Sealy and Hooley's Commercial Law

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.