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- Preliminary Material
- Main Text
- 1 Introduction and Conclusion of the Contract
- 2 Definition and Subject Matter of the Sale of Goods Contract
- Preliminary Material
- Introduction
- Definition of ‘Goods’
- A ‘Money Consideration Called the Price’
- Basic Statutory Distinctions
- The Contract of Sale and Related Transactions Involving Goods
- 3 The Passing of Property
- Preliminary Material
- Introduction
- The Rule Structure
- Specific Goods
- Unascertained and Future Goods
- Ascertainment and Existence
- Overcoming Section 16
- Attempts to avoid Section 16.
- Equitable Property Rights
- Re Wait
- Tenancy in Common
- Buyers and Insolvent Sellers
- Section 20A
- Unconditional Appropriation
- Reserving the Right of Disposal
- General.
- International sales.
- Reasons for reservation.
- Reservation and bills of lading.
- Nature of the Seller’s Reservation
- Non-statutory Examples of Reservation
- Bill of Lading and Bill of Exchange
- Reservation of Title Clauses
- All-moneys Clauses
- Altered Goods
- Tracing Claims
- Extended Title Reservation
- Insolvency and Title Reservation
- 4 Risk, Mistake, And Frustration
- Preliminary Material
- Introduction
- Risk
- Frustration
- General.
- Sale of Goods Act.
- Frustration and Risk
- Frustration and Fault
- Frustration and Quality Obligations
- Section 7 and Foresight
- Partial and Temporary Frustration
- Frustration and Unascertained Goods
- Express Clauses
- Consequences of Frustration
- Mistake
- 5 The Seller’s Duty and Power to Transfer Title
- Preliminary Material
- Introduction
- The Seller’s Duty to Transfer Title
- The Nemo Dat Rule and its Exceptions
- Protecting ownership and commerce.
- Principal parties.
- Common law exception to nemo dat.
- Statutory exceptions to nemo dat.
- Money and negotiable instruments.
- Sales under a Voidable Title
- Apparent Authority and Apparent Ownership
- Mercantile Agency
- The Seller in Possession
- The Buyer in Possession
- Part III of the Hire Purchase Act 1964
- Other Powers of Sale
- 6 Delivery, Acceptance, and Payment
- Preliminary Material
- Introduction
- The Seller’s Duty to Deliver
- Meaning of Delivery and Acceptance
- Place of Delivery and Acceptance
- Time of Delivery and Acceptance
- Delivery, Acceptance, and Time of the Essence
- The Seller’s Duty to Deliver the Agreed Quantity
- The Seller’s Documentary Delivery Obligations
- The Buyer’s Duty to Pay
- Waiver of Delivery and Payment Obligations
- 7 The Implied Terms of Description, Fitness, and Quality
- Preliminary Material
- Introduction
- Correspondence with Contractual Description
- Satisfactory Quality
- Evolution of satisfactory quality.
- Authorities on merchantable quality.
- Sale in the Course of a Business
- Development of Merchantable Quality
- Judicial Definitions of Merchantable Quality
- The 1973 Definition of Merchantable Quality
- Satisfactory Quality
- Second-hand Goods
- Resale
- Examination
- Reasonable Fitness for Purpose
- General.
- Fitness and express warranty.
- Development of Fitness for Purpose
- Sale in the Course of a Business
- Strict Liability
- Disclosure and Purpose
- Hypersensitive Buyers
- Reasonable Fitness
- Second-hand Goods
- Durability
- Reliance
- Partial Reliance
- Negligent Buyers
- Trade Name
- Negligence and the Seller
- Terms Implied in a Sale by Sample
- Other Implied Terms
- Terms in Transactions Similar to Sale
- 8 Other Liabilities of the Seller and Liabilities of Third Parties
- Preliminary Material
- Introduction
- Other Liabilities of the Seller
- Statements.
- Development of Express Warranty
- Modern Law of Express Warranty
- Deceit
- Innocent Misrepresentation
- Innocent and negligent misrepresentation.
- Reasons for innocent misrepresentation.
- Definition of actionable misrepresentation.
- Rescission.
- Reasons for equitable intervention.
- Drastic nature of rescission.
- Controlling rescission.
- Discretionary or self-executing remedy?
- Resolution.
- Misrepresentation and Insolvency
- Effect of Misrepresentation Act 1967
- Damages
- Negligent Misstatement in Tort Law
- Criminal and Regulatory Legislation
- Civil Recourse
- Liabilities of Third Parties
- General.
- The Indemnity Chain
- Negligence
- Express Warranty and Guarantee
- Product Liability and Extended Warranty
- Extended warranty or strict product liability?
- Extending producer liability in the US.
- Devices to extend liability.
- Tort
- Reform
- The Consumer Protection Act 1987
- Issuers of Credit Cards
- 9 Unfair Contract Terms
- Preliminary Material
- Common Law
- Introduction.
- Definition of exemption clause.
- Definition and exclusion.
- Force majeure clauses.
- Force majeure clauses as frustration clauses.
- Incorporation.
- Signature and estoppel.
- Test for incorporation.
- Recipient’s knowledge.
- Course of dealing.
- Contra proferentem interpretation.
- Modern contractual interpretation.
- Weight of contra proferentem rule.
- Excluding liability for negligence.
- ‘Consequential damage’.
- Entire agreement and related clauses.
- Non-reliance and evidential estoppel.
- Fraud.
- Fundamental breach.
- Other rules of construction.
- Statute
- The Unfair Contract Terms Act 1977
- The Consumer Rights Act 2015
- 10 Termination of the Contract for Breach
- Preliminary Material
- Introduction
- Discharge: Conditions, Warranties, and Innominate Terms
- Policy issues.
- Party autonomy.
- Reasonable limits and reasonable expectations.
- Unfair contract terms.
- Penalty clauses.
- Breach of Contract Principles before the Codification of Sale
- Statutory Termination Rules before the Sale and Supply of Goods Act 1994
- Slight Breach and Section 15A
- Termination Developments in Modern Contract Law
- Complex undertakings.
- Repudiatory breach.
- Two terms or three terms?
- Terms as conditions.
- Commercial usage.
- Hongkong Fir and sale of goods.
- Express terms and the Act.
- International commodity contracts.
- Predicting termination rights.
- Time obligations: commercial cases.
- Time obligations: consumer cases.
- Termination protocol.
- Express termination and cancellation clauses.
- Material breach.
- Irremediable breach.
- Express terms: cancellation and termination.
- Non-performance clauses.
- Automatic termination.
- The Buyer’s Rights of Examination and Rejection
- Instalment Contracts
- The Rights and Remedies of Consumer Buyers
- Innocent Misrepresentation and Rescission
- Rejection and Documentary Sales
- Cure and Termination
- 11 The Remedies of the Seller and the Buyer I
- Preliminary Material
- Introduction
- The Seller’s Real Remedies
- General.
- ‘Unpaid Seller’
- Insolvency
- The Unpaid Seller’s Lien
- The Right of Stoppage in Transit
- The Right of Resale
- Enforcing the Primary Obligations of the Parties
- General.
- The Action for the Price
- Specific Relief
- 12 The Remedies of the Seller and the Buyer II
- Preliminary Material
- Introduction
- The Secondary Obligation to Pay Damages: Common Issues
- Expectation and Reliance Damages
- Agreed Damages and Penalty Clauses
- Rules Limiting Damages Recovery
- Mitigation of Damages
- Measuring Losses According to the Market
- General.
- Prima facie rules.
- Abstract and Concrete Damages Claims
- Concrete Assessment
- Available Market
- Late Delivery
- Residual Damages Claims
- The Secondary Obligation to Pay Damages: Specific Problems
- Introduction.
- The Sub-sales Problem
- The Lost Volume Problem
- Breach of Warranty by the Seller
- Further Material
- [52.203.18.65]
- 52.203.18.65
