Business Entity Law 4: Sale of Goods Act

Sale of Goods Act (Ontario)

• legislation that governs sale of goods within province

• establishes rights and obligation of buyers ad sellers ensuring fair transactions and protecting parties from unfair practices

  • sets out implied conditions and warranties

  • Codifies, modifies and addresses specifics

Sale of Goods Act - Applications

• Sales anda greements to sell

• Tangible goods

NOT

• exchange of goods, leases, provisions of services and consignments

Sale of Goods Act - Capacity

Capacity to buy/sell is regualted by general law concerning capacity to contrract and to transfer and acquire property

• Buying a used laptop but its acc stolen, Bob can enforce the contract/claim breach

Sale of Goods Act - Illustrates how codifies

• where contract is for goods without knowledge of sellers goods that have perished at the time contract is made, contract is void

• Good perishing before sale but after agreement to sell, buyer agreement is avoided

Sale of Goods Act - Price Determined

Price may be fixed by contract or may be let to be fixed in manner agreed/determined by course of dealing

• When not determined, buyer shall pay reasonable price

Sale of Goods Act - Duties of seller and buyer

• duty of seller to deliver goods and buyer to accept and pay for them

Sale of Goods Act - Payment and Delivery Concurrent

• Payment is assumed to beavailable when agreeing

• Automatically assumed, delivery is place of business unless otherwise specified

Sale of Goods Act - Delivery of Wrong Quantity

Quantity Less:

• can be rejected

• If ACCEPTED, buyer pays for what was delivered

Quantity Larger:

• may accepts goods supposed to receive and reject rest

• May reject whole

• May accept whole and pay contract rate for extra

Sale of Goods Act - Property Passes Where Intended to Pass

Where contract for sale of specific/ascertained goods, property in them is transferred to buyer at such time as parties to contract intend it to be

Sale of Goods Act - Ascertaining Intention

• regard shall be had ot terms of contract, conduct of aprties and circumstances of case

Sale of Goods Act - Rules for Transfer of Title/Risk

unless diferent intention appears, general rules for intention of parties

1. Specific Goods If Deliverable

2. If not Yet in Deliverable State

3. Weigh, Measure … for Pricing

4. Goods Delivered on Approval

5. If Goods are not Identifiable

Sale of Goods Act - Implied Conditions and Warranties

• Implied condition on part of seller for right to sell goods at time when property is to pass

• Implied warranty that the buyer will have and enjoy quiet possession of goods and,

• Implied warranty that goods will be free from any charge or encumbrance in favour of any third party, not declared or known to butyer before or at time when contract is made

Sale of Goods Act - Sale by Description

there is an implied condition that goods will correspond with description, and if sale is by sample goods must also correspond with sample

Sale of Goods Act - Sale by Sample

Where there is a term in contract express of impied taht:

• bulk will correspond with sample in quality

• buyuer will have opportunity fo comparing the two

• godos will be free of defective