Intro Flashcards
Where is the definition of a contract for sale of goods found?
SGA 1979
s2 (1)
SGA 1979 s2(1)
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
In definition of contract for sale of goods, what is meant by contract?
- > Identical to common law
- > Offer, acceptance and consideration
- > With intent to create a legal realtionship
In definition of contract for sale of goods, what is meant by property?
Ownership
In definition of contract for sale of goods, which statute defines goods?
SGA 1979
s61(1)
SGA 1979
s61(1)
-> Goods =
‘All person chattels other than things in a action and money’
What is a personal chattel?
- > All tangible physical objects
- > Not land, that’s real property
How can land be a chattel for the purpose of goods for sale?
- > Anything that is growing on (crops) or attached to the land is a good
- > As long as it is capable of being severed from the land
Cases for software being subject to SGA 1979?
Mayor and Burgesses of London Borough of Southwark v IBM 2011
St Albans City District Council v International Computers 1996
Mayor and Burgesses of London Borough of Southwark v IBM 2011
- This specific contract stipulated that title, copyright and all other proprietary rights remain vested in manufacturer
- Purchasers has only bought a license to use the software
- No transfer of property = not SGA
St Albans City District Council v International Computers 1996
- Necessary to distinguish a programme from the disk, as disk itself can be goods
- If the specific contract is like SOUTHWARK then no transfer of property = not SGA
- No reason why another specific contract can’t involve the transfer of property in software, and that would be subject to SGA
Why is specifically money consideration under SGA important?
Consideration for other contracts need only be something of economic value
Aldridge v Johnson 1857
- Farmer exchange bullocks for some barley
- Barley was worth more than the bullocks, so the difference was paid in cash
- Held that it WAS 2 contracts for the sale of goods, as both the bullocks and barley had prices attached and money was given as consideration
Cases for money consideration essential to be under SGA?
Alridge v Johnson 1857
Esso Petroleum v Commissioners of Customs 1976
Esso Petroleum v Commissioners of Customs 1976
- Garages gave free gift per 4 gallons of fuel sold
- The gift was not a a contract for sale of goods, not subject to SGA
- The consideration for the gift was the ancillary contract for buying 4 gallons of fuel
Difference between a sale and an agreement to sell?
- > Sale is instant transfer of property in goods as soon as contract complete
- > Agreement to sell does not transfer property in goods until a later date/condition is met
Statute for a sale?
SGA 1979
s2(4)
SGA 1979
s2(4)
Property in goods is transferred from S to B as soon as contract is made
Statue for agreement to sell?
SGA 1979
s2(5)
Can an agreement to sell become a sale?
YES
-> s2(6) SGA
SGA 1979
s2(6)
An agreement to sell becomes a sale when:
- > Agreed time elapses or
- > A condition fulfilled
- > Subject to which the property in goods is transferred
What are the 2 types of goods?
1) Specific
2) Unascertained
What is a specific good?
- > Has been identified and agreed upon by the parties
- > It is the exact thing that will be sold, not one that looks like it, but that exact thing
Statutory definition for specific goods?
SGA s61(1) Identified and agreed upon at the time the contract for sale is made
SGA 1979
s61(1)
Specific goods are goods that have been identified and agreed upon at the time the contract for sale is made
What are unascertained goods?
- > No statutory definition
- > All goods that aren’t specific
- > May become specific at anytime after contract for sale is made
What is the difference between existing and future goods?
- > Existing goods are owned/possessed by S
- > Future goods are to be manufactured/acquired by S after the making of the contract
Statue for existing goods?
SGA
s5(1)
SGA 1979
s5(1)
Existing goods are owned/possessed by S at the time of making the contract
Statute for future goods?
SGA
ss5(1) AND s61(1)
SGA 1979
ss5(1) and 61(1)
Future goods are to be manufactured/acquired by S after the making of the contract
Why is it important to know whether or not the SGA applies to a contract?
- > Often determines type/extent of liability for defective goods etc
- > Implies into contracts certain terms which impose strict liability onto S
Why are implied statutory terms important?
No need for express agreement between parties, automatically included
What if no statute applies to the contract?
- > Only common law remedies available
- > Liability tends to be fault based
What are the 3 essential components for a contract to be a contract for sales of goods under s2(1) SGA 1979?
1) Transfer of property from S to B
2) Property must be in goods
3) There must be money consideration
