Commercial Law I

section 27

which section of the SGA covers duty to deliver and accept

to deliver the goods in accordance with the terms of the contract of sale

what is the duty of the seller

to accept and pay for the goods in accordance with the terms of the contract of sale

what is the duty of the buyer

both implied and express terms

what constitutes terms of contract?

courts and statutes

what are some sources of implied terms

conditions and warranties

what are the two variants of contract terms in the SGA

s 10-14 cover both and 62 outlines warranty criteria

which sections of the SGA cover conditions and warranties

the transfer of property in the goods from the seller to the buyer

what is the core objective of a contract for the sale of goods

to deliver, accept, and pay for the goods in accordance with the terms of the contract of sale

what are the core duties of a contract of sale

a description of the goods, the quantity purchased, the price paid

what are the minimum express terms for a sale

s 55

which section of the SGA governs limitation and exclusion of statutorily implied terms

the right to treat the contract as repudiated (cancelled) and sue

what is the right provided for breach of condition

sue, but NOT to reject the goods and repudiate

what is the right provided for breach of warranty

for breach of condition you can repudiate contract and sue, for warranty can’t refuse goods but still sue

what is the difference between contractual condition and warranty

they may be treated as innominate by courts to decide how to classify it in terms of impact

what is the catch with classifying terms and conditions

Hong Kong Fir Shipping (1962)

which case recognised that terms can be innominate

they ask if the breach deprive the innocent party of basically the whole benefit of the contract

how do courts decide between conditions and warranties

to exclude or limit the liability of one party

what is the goal of an exclusion clause

the impact of exclusion clauses varies in common law and statutory basis

what is the catch with exclusion clauses

it seeks to control their effect

how does common law view exclusion clauses

it regulates the use of exclusion clauses used for statutorily implied terms, but not liability

how do statutory legislation view exclusion clauses in SGA and SGSSA

section 12

which implied terms cannot be excluded in SGA

if the exclusion is fair and reasonable

when are statutory terms available to be excluded

sections 15 and 15

name implied parts of the SGA that can be excluded with an exclusion clause

right to sell, free from encumbrances, no interference with enjoyment

what are the 3 key implied terms for a contract of sale

the party relying on the clause

who bears the onus of demonstrating an exclusion clause is fair and reasonable

when it was, or should have reasonably been in the mind of the parties when making the contract

when is a contract term reasonable

Schedule to the 1980 Act

what defined the requirement of reasonableness for contract terms

section 8

which section of the SGA governs delivery and payment of goods

delivery, payment, exchange of possession for price

what are the duties so basic that failure to adhere to them in a sale of goods contract equals failure to perform

voluntary transfer of possession from one person to another

how is delivery defined

section 62

which section of the SGA defines delivery

constructive and actual

what is delivery divided into

physical transfer of possession of the goods

explain actual delivery

transfer of control over the goods without physical transfer

explain constructive delivery

bailment, transfer of document title, attornment

what are the 3 ways constructive delivery can manifest

no delivery from seller to buyer takes place

what happens when the goods at the time of the sale are in the possession of a third party

section 29

which section of the SGA governs third party involvement in delivery

the seller’s place

what is the default place of delivery unless altered

section 29

which section outlines the default place of delivery

delivery of the goods to a carrier

what constitutes delivery when sending an item

refuse delivery and claim damages

what are the 2 things buyer can do if goods are lost or damaged

the seller unless otherwise agreed

who bears the expenses of delivery by default

within reasonable time unless fixed

how quick does the seller have to send items by default

section 29

which part of the SGA covers cost and time of delivery

when a fixed date is missed or no date set and delivery not within reasonable time

when can late delivery arise

section 10 of the act permits parties to determine whether late delivery constitutes a condition or a warranty

what is the catch about late delivery

Hartley v Hymans

name a case in which it was decided delivery time was a condition

under section 30, the buyer can reject the goods and terminate the contract

what happens if the contracted amount is not delivered

they must pay for them at the contracted rate

what happens if buyer accepts a delivery of fewer or more than the contracted amount of goods

the difference over the agreed amount is so miniscule that you cannot reject

what is the de minimis doctrine

Shipton Anderson v Weil Bros

which case outlined the de minimis doctrine

via an exclusion clause

how can the risks associated with the amount of delivery be limited

seller can sue under section 49 and 50

what happens if the buyer fails to accept the goods or pay the price

to have had a chance to exercise the right to reject and inspect

what constitutes acceptance of goods

a seller’s failure to complete the core duty of delivering the goods in accordance with the terms of the contract

what is defective delivery

late delivery, non-delivery, defects in quality or quantitty

what constitutes defective delivery (4)

by deciding whether the breach of contract that is late delivery constitutes a warranty or a condition

how are the remedies for defective delivery decided

when there is an express right to reject in contract, when condition or innominate term breached, when wrong quantity,

when can a buyer reject goods (3)

when they have been consumed

when is rejection of goods not possible

to indicate intentions clearly and make goods available for collection

what is the buyer’s duty in rejecting goods

indicate acceptance, buyer acts as owner, buyer retains goods without rejection

what are the 3 categories of acceptance in relation to goods

Varley v Whipp

name a case relating to indicating acceptance

a letter arranging a meet-up with seller was not held to be acceptance

what was the significance of Varley v Whipp

name 1 case relating to buyer acting as the owner of goods