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•S 12. Implied Condition as to title •the Sale of Goods makes it clear the it is an implied condition that the seller must have a right to sell •In Rowland v Divall [1923] the plaintiff was succeeded to rescind the contract and seek restitutio in integrum •Section 6(1)(a) of UCTA 19777:The condition in 12(1) cannot be excluded by an exemption clause •s12(2):freedom from encumbrances & quiet possession •These are the only two statutory implied terms that are categorised as ‘warranties’ •possession is disturbed by the lawful act of a third person who asserts a superior title or a right which impairs the buyer’s title •where there was a breach of 12(1) there will normally be a breach of 12(2)(b); however, the remedy may differ (Mason [1949]) •S 13- Goods sold by description •Where there is a contract for the sale of goods by description, there is an implied [term] that the goods will correspond with the description. •If the sale is by sample as well as by description it is not suffici...

•Passing of the property in the goods •Passing of the property: why is it important? •In a nutshell, it signifies the moment when the seller cease to be, and the buyer becomes the owner of the goods •The buyer bargains for the ‘property in goods’ and not in their ‘possession’ •Agreement to Sell •The Contract is executory •Any remedy against the seller is in damages for breach •The risk of loss is on the seller •If the seller becomes insolvent, the buyer has no rights to the goods •Where the buyer becomes insolvent the seller can claim the goods back •The buyer cannot insist on in rem rights against third parties (Sillavan v Aliakmon 1986) •Sale agreements •There is a conveyance in addition to the contract •The buyer has in rem rights •The buyer is left with all the responsibility for the goods, including risk of lost •The doctrine of frustration is inapplicable; s 7 of SGA •Where the seller becomes insolvent the buyer can claim the goods •Risk •General Rule: Any damage to goods ought t...

•Essential duties •s 27 Duties of seller and buyer •It is the duty of the seller to deliver the goods, and of the buyer to accept and pay for them, in accordance with the terms of the contract of sale. •The duty to deliver enshrined in s 27 does not necessarily include a duty to transfer property •Cont. •In the statutory sense delivery means the ‘transfer of possession from one person to another •Accordingly it does not necessarily mean physical delivery •Place of delivery •Unless agreed otherwise by the parties, the place of delivery is the seller’s place of business •If the contract is for specific goods , which are known when the contract is made to be in some other place, then that place is the place of delivery •Three forms of deliver •(1) Actual, or physical delivery •(2) Symbolic delivery •(3) Constructive delivery •s 28 Payment and delivery are concurrent conditions •Unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions •The seller ca...

•Lecture 2 •Classification of terms and ‘express’ terms •The traditional classification of terms •Conditions: A condition is an essential term of the contract which goes to the heart of the contract •Warranties: A warranty, on the other hand, is a lesser, subsidiary term of the contract. These are collateral to the main purpose of the contract •The importance of the distinction •A breach of a condition enables the party who is not in breach of the contract (whatever the gravity of the breach) either to terminate the performance of the contract and recover damages for the breach or to affirm the contract and recover damages for the breach •A breach of a warranty only enables the innocent party to claim damages, and must continue to perform his obligations under the contract. •The immergence of innominate terms •There are many contractual undertakings which cannot be categorised as being "conditions" or "warranties" •some breaches will, and others will not, give rise ...

•Lecture 4 •Passing of the property in the goods •When does the property in the goods pass (unascertained goods) •No property can pass in unascertained goods which were not appropriated to the contract or purchaser Re London Wine Co [1986] •In Re Stapylton Fletcher [1994] the court found that the property in the goods had been sufficiently appropriated by segregating the relevant quantity of wine from their general trading stock and placing it into separate storage. •s 20A of the Sale of Goods Act 1979 •This section gives proprietary remedies to a buyer of goods forming part of a larger bulk (See Re Wait [1927]) •a precondition is that the goods subject to the sale are forming part of an identified bulk, and that the goods had been prepaid or partially paid for •Cont. •Unless otherwise agreed by the parties , property in an undivided share In the bulk is transferred to the buyer •The buyer becomes an owner in common of the bulk s 2A(2)(b) •The buyer becomes an owner in common, not the ...

BY Ellie Palmer The following note supplements the lecture on undue influence - It deals with the second aspect of Policing the Contract (2): Duress, Undue Influence, Inequality of Bargaining Power and Unfair Terms. (See class outline, p 18) Introduction Undue influence like misrepresentation and economic duress renders a contract voidable. This means that one party can seek to rescind ‘or set aside’ (avoid) the contract, either as a claimant, or by way of a defence. For example, the claimant may seek the return (restitution) of a gift that has been ‘tainted’ by undue influence; or may rely on undue influence as a defence, to resist the enforcement of an oppressive contract. McKendrick notes that two approaches have been taken in the cases to establishing undue influence. In some cases the stress has been on the vulnerability of the complainant leading to an impairment of consent. In other cases the courts have emphasised the wrong-doing of the defendant, ie the deliberate abuse ...

•Domestic and Social Agreements •“Rebuttable Presumption” that there is no intention to create legal relations •Balfour v Balfour [1919] 2 KB 571 –Deft/husband went to work abroad –He agreed to pay clmt/wife £30 per month –Clmt/wife agreed not to ask deft for further maintenance –Clmt/wife sought to enforce the agreement –Held (CA): though apparently supported by consideration, the agreement was not an enforceable contract –that most such agreements between husband and wife are not intended to have legal consequences –that such agreements are usually based on considerations of natural love and affection –that the courts would be flooded if such arrangements were held to result in legal obligations •Domestic and Social Agreements •“Rebuttable Presumption” that there is no intention to create legal relations •Jones v Padavatton [1969] 1 WLR 328 –In 1962, daughter accepted mother’s suggestion to move from Washington DC, where she was a secretary, to read for the Bar in England –Mother ...

•Consideration & Estoppel •Despite Williams v Roffey Bros (supra), as a general rule, consideration is still required for a promise (not made by deed) to be enforceable •Williams v Roffey Bros only makes it easier to find the existence of consideration in certain cases •Note also that according to Re Selectmove (supra), the decision in Williams v Roffey Bros does not extend to part payment of a debt which, without more, will not discharge the whole debt • “Estoppel” relates to exceptional circumstances where the courts may enforce a promise even in the absence of consideration. •Consideration and Estoppel •“Estoppel” derived from equity = “equitable doctrine” or “equitable estoppel” •Origin often traced to Hughes v Metropolitan Rly Co (1877) 2 App Cas 439 –Landlord gave tenants 6 months notice to do some repairs else the lease would be forfeited –Parties began negotiations for the sale of the lease –Negotiations broke down after the 6 months deadline for repair work –Landlord clai...

•Consideration 2 •‘Sufficient’ Consideration •Performance of a duty imposed by law –Collins v Godefroy (1831) 1 B & Ad 950 –Witness required under subpoena to attend court and give evidence –Promised 6 guineas by deft for doing so –Deft refused to pay –Held: as he was already under a legal duty to give the evidence, doing so was not good consideration for the promise to pay him •Consideration 2 •‘Sufficient’ Consideration •Performance of a duty imposed by law •Compare: doing more than the legal duty –Glassbrook Bros v Glamorgan CC [1925] AC 270 –Owners of a mine asked for police presence during a mine –Police said that then current regular checks were enough –Owners insisted on officers being stationed at the mine and agreed to pay extra cost of £2,200 –Owners later refused to pay –Held: anything beyond what police honestly and reasonably thought necessary was an extra service and amounted to good consideration for the promise to pay •Consideration 2 •Also: Ward v Byham [1956] 1 WL...

•Law of Contract LW101 •Consideration •Consideration (1) •Consideration as a required element for a valid contract •Exceptions –Contract made by ‘Deed’ –‘Promissory Estoppel’; Re-negotiation and ‘practical advantage/benefit’ etc. •Consideration still a requirement for most contracts •Consideration(1) •Definition of Consideration •As a benefit to the promisor or a detriment to the promisee –Currie v Misa (1875) LR 10 Ex 153, 162 –“A valuable consideration, in the sense of the law, may consist either in some right, interest, profit, or benefit accruing to one party, or some forbearance, detriment, loss, or responsibility, given, suffered, or undertaken by the other ….” per Lush J •As the price for which one party buys the other’s promise –Dunlop Pneumatic Tyre Co v Selfridge & Co [1915] AC 847, 855 –“An act or forbearance of one party, or the promise thereof, is the price for which the promise of the other is bought, and the promise thus given for value is enforceable.” per Lord Dune...

•Acceptance and Revocation in Unilateral Contracts •Acceptance (in unilateral contracts) made by performing required act – even, possibly, without giving notice –e.g. Carlill v Carbolic Smoke Ball co. •Question: when can an offer be revoked in a unilateral contract; consider a situation where the offeree had already started the act of acceptance •Traditional position: that there must be full performance before acceptance is complete –Per Brett J in Great Northern Rly. Co. v Witham (1873) LR 9 CP 16, 19 (if A offers B £100 to walk to York, A could revoke at any time before B reached York) –Luxor (Eastbourne) Ltd v Cooper [1941] AC 108 (estate agent found buyer for 2 cinemas; principal refused to sell to buyers; held agent not entitled to the commission of £10,000) •Acceptance and Revocation in Unilateral Contracts •Cf. implication of term, in respect of a unilateral contract, that the offeror should not do anything that prevents the offeree from completing the act of acceptance • Erring...

•Law of Contract •The Agreement - Offer and Acceptance •Acceptance •Acceptance – ‘a final and unqualified expression of assent to the terms of an offer’ –Must be both final and unqualified –As a general rule, must be communicated –May be made in writing, orally or by conduct •Acceptance •Acceptance by conduct •Brogden v Metropolitan Rly. Co. (1877) 2 App Cas 666 –B had supplied M with coal for many years though no formal agreement was signed –B suggested a formal contract; M sent terms of agreement –B inserted the name of an arbitrator, signed & returned the agreement –M’s manager put agreement in his desk where it stayed for two years –M ordered and received coal on the basis of arrangements in the documents –When a dispute arose, B denied that there was a contract –Held: inserting the arbitrator’s name by B amounted to a counter-offer –That acceptance (of the counter-offer) by conduct could be inferred from the parties’ behaviour and that a valid contract was completed either whe...

•Law of Contract •The Agreement - Offer and Acceptance •Offer •Offer – a definite proposal or final statement by one party of the terms in which s/he will enter into a contract •Can be made in writing, orally or by conduct •Can be made to a specific person(s) or to the whole world •Leads to a contract if matched by ‘acceptance’ by the other party •Offer •Generally, courts require to identify an offer matched by acceptance for there to be a contract •Gibson v Manchester CC [1979] 1 WLR 294 –MCC wrote to G explaining that they may be prepared to sell the property he occupied to him for £2180 –G completed and returned the relevant form, but left the space for the price blank – asking for possibility of a price reduction –MCC replied that the price could not be changed –G asked them to ‘carry on with the purchase as per my application’ –MCC later refused to sell the house to G –Held: there was no contract as MCC’s letter was not an offer and thus not capable of acceptance •Compare Storer v...