Sales Flashcards
What is the starting point?
sale of goods goverened by soga 1979- soga is 1 of the important codifying acts in English law. It codifies alot of the principles governing soga.
starting point= .2(1)- def of what soga is. individ def = s.61 e.g seller etc
- s.61- read as written- property isn’t the most healthy def it doesn’t relaly tlls us what prop is. Thinking about what rules apply t this trasnfewr of proper? Sp prop in sale s context tends to mean ownership. So if I say I have prop in stat book im effectively sying I am the owner. If is wanted to sell this partic stat book to Kelly for ti to be contract sog it has to be contract in which im transferring prop in stat book to buyer, Kelly for money consideration called the price. So prop not most helpful def but commonly understood as ownership, im trasnfering form of ownership to that particperson
- goods is very broad def, don’t need to mem etc, as in stat but clearly want to know where it is of whos appoint it.
s.61 seller?
‘“seller” means a person who sells or agrees to sell goods’
s.61 buyer?
‘“buyer” means a person who buys or agrees to buy goods’
s.61 property & goods?
‘”property” means the general property in goods’
“goods” includes all personal chattels other than things in action and money, … and in particular “goods” includes emblements, industrial growing crops, and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale; [and includes an undivided share in goods;]
what about term prop?
- property isn’t the most healthy def it doesn’t really tell us what prop is.
- Thinking about what rules apply t this transfer of proper?
- Sp prop in sale s context tends to mean ownership. So if I say I have prop, in stat book im saying I am the owner.
So prop not most helpful def but commonly understood as ownership
e.g of prop
e.g If is wanted to sell this partic stat book to Kelly for it to be contract sog- it has to be contract in which im transferring prop in stat book to buyer, -Kelly for money consideration called the price. So prop not most helpful def but commonly understood as ownership, im transferring form of ownership to that partic person
what about goods def?
-goods is very broad def, don’t need to mem etc, as in stat but clearly want to know where it is of whos appoint it.
what about Software as ‘goods’?
when look at things brought and sold today in modern era want to know if fall in def of contracts for sog, e.g
whether sotware could be regarded as goods, digita items media or intangible items so things not necc physical in form.
st albans case software of goods?
St Albans City and District Council v International Computers Ltd [1996] 4 All ER Rep 481:
SACDC purchased software system from ICL. Software overstated size of local population: approx. 97,000 rather than 94,000. - lost out on money
-‘was the contract between the parties subject to any implied term - ad for soga as to quality or fitness for purpose, and if so, what was the nature of that term?’= claim damages for loss
“Is software goods?” -court made distinction btw supplying programme adnsuoply disc. If it was disc= goods and would have ben transfer but if ti was programme= didn’t constitute goods th4 our claimant had no remedies under the act bc that partic contract didn’t fall udner it.
overall for st albans
Arguing whether software fit 4 purpose- disc or programme= goods and programme didnt const under act cos 1996 so our knowledge and use of this wasn’t that widespread then
what happened in the mayor and burgees of the london borough of southward v ibm uk?
more recent and similar scenario bc arguing that software wasn’t fit 4 purpose bc it didn’t process data in way meant to. .court held just cos disc is supplied doesn’t mean prop transferred. Ownership of software remained with him, there was no transfer, simply supplying disc to c with licence to use software no transfer = s.2 1 not met - did accept it was a good under act (treated as inclusive) but no transfer happened
what is the def in defining goods?
The definition of ‘goods’ is expressed to be an inclusive rather than an exclusive one. Put another way, the Act is not excluding anything which might which might properly be considered as goods.’
what is goods?
- s.61(1)SPECIFIC GOODS – goods identified and agreed on at the time a contract of sale is made
- UNASCERTAINED goods - not defined in act
- s.5(1) EXISTING- ‘owned or possessed by the seller’-don’t have to be there at that place in time in partic e.g some1 want to sellc ar which sititng in garage in Bristol = existing good
/or FUTURE goods
‘goods to be manufactured or acquired by the seller after the making of the contract of sale’ (s.61(1)) - so after we enter into contract of sale the future goods are goods that im going to acquire or going to make
e.g so future goods could be lets say crops going to grow next year going to sell now but only gona manu next year. Or could be good a already existence but going to sell later.- still valid contract fo sale.
what is meant by price s.2 (1)?
Money consid called the price.assumption = if selling something for price, needs to be agreed upfront, parties need to know.
what does s.8 imply?
ascertainment of price- price doesn’t necc have to be agreed at time of contract. So starting point is that price may be fixed by contract.
can agree there again but if don’t agree= still a contract as still gonna transfer price for money consid - we can agree how fix price= now or later
what if these 2 under s.8 don’t exist? sub 2(2)?
So if those 2 poss don’t exist its still poss for that price to be determined by coruse of dealings btw the parties. Its still poss for circum to point towards how that price is going to be set its till poss cirum to show how that price should be computed.
sub 2 3?
effectively tell us that where this is left open the court has the power to intervene , and fix the price -So wehre parties not come tos ome agreement under s.1 its still poss for reasonable price to be fixed
how will could determine r price?
(3) What is a reasonable price is a question of fact dependent on the circumstances of each particular case
2 cases where parties = no fixed price?
- May & Butcher Ltd v Regem [1929] All ER Rep 679
- Foley v Classique Coaches Ltd [1934] 2 K.B. 1
what happened in may and butcher case?
parties effectively agreeing that goig to pay …., may is purchaser and crow is the seller and may and butcher agreed that they going to buy tenetage from crown, they know what goods are but in terms of price, whatever price is going to be paid will be agreed on time to time btw us a sparties. At some point crown decides not bound by ctnratc after all and may and butche insist that crown is bound and they seek to enforce tht contract q qwwhthwr this contract is suffi clear as to price that it is contract for sog or the price is so uncertia that this could nto const contract for sog. So theres so much uncertain that this could cons cotnratc sog under act or is it certain enough that yes it does fall udner sope of the act#/#/- cour coo=ncldued too much uncertainty therefore crown wasn’t bound bc not valid contrct for sog. And this shows that in circum where not much clarity courts will be cautious intervening to set price.
what happened in foley case?
foley was going to sell pet over period of some eyars at prices goig to agree writing anfd time tot ime, and some point ltd effectively fre itself from contract by saying not bound weren’t contrac of sog. Mr foley argued yes they were bound and q qwas whtether this cse fell within same sort of fiel may and butcher where seller weren’t bound or wehhter disting? And this case court it was disting, lookin at nature of contract and conduct of aprties court found it eay to estab there was na imopleid term. Implied term that mr foley would supply petrol to classic coaches at r price and r quality and if any dispte aros then parties would submit dispute toa rb. Sot ehre was enough in contract for court to imply term that r price would be paid for th epertl that would be supplied and even parties enter dispute= arb so tis not in everyc ase have this type of clause, price to be paid, time to time, ,may too uncertain whereas foley, even thoug uncertain, cts looking more closely was suff clarity for them to imply that term r price paid and parties could aheve disute resovled by arb.
s.2(1) ‘called the price’?
s.9 Agreement to sell at valuation.- dont have to agree price under s.8 but s.9 set val or price for goods going to sell
if falls through then agreement= void but if buyer already taken some of goods then has to be a price
s.1 - thinks about what happens if fall thorugh with no fault of either party
when does valuation usually happen?
where lets ay ur selling goods of very specialised nature maybe they don’t nec well known market value as such an ur relying o 3rd party to tell what value is cos not value u can easily look up or determine.
what is s.9(2)?
(2) Where the third party is prevented from making the valuation by the fault of the seller or buyer, the party not at fault may maintain an action for damages against the party at fault.
s2 falls through cos 1 parties to blame
what is the case for s.9?
Arenson v Casson Beckman Rutley & Co [1977] AC 747
sale of shares at ‘fair value’ to be determined by company’s auditors
what happened in arenson?
areson case- shows that cirumst were valuer negligent they can be liable to seller of that aprtic item. Here have c agreing to sell shares in company at fair value and that fair value determined by companies auditors. And this comes back to diea cant always look up value of goods very easily when u thinka botus ellign comp shares and those companies where the shares aren’t avail on open market need to call in sort of accountant to determine what those shares are worth. So he as going tosell share sin companya nd fair value and audots determined price that was just udner 5000 pounds, the c subseq discovered that shareds he sold for just udner 500 were worth 6 x more than that so sued aduitors and court held they were liable in neg. soa s pary who has relied on that val ur gonna have 2 concerns a concern is whether that contract yyouve entered intoi still binding, but also gonna want to know what rememedy u have against pary who prived u with that inaccurate evaluation.
Transfer of property – ss. 16 and 17
s. 2(1)’transfers or agrees to transfer the property in goods
- 1 key things have to think about our sog contract 1 where seller agree to transfer prop in goods to buyer. – saying that prop in goods is ownership of goods.
provisions for transfer?
16 & 17
