A brief overview of the contract under the Sale of Goods Act (SOGA) 1957 in Malaysia. Please kindly email to me at hidayahtul@tarc.edu.my or comment your email if you would like to have a copy of my slides. Thank you! Copyright © 2020, Nur Hidayahtul Nabihah Binti Manas

1. CONTRACT
OF SALE OF
GOODS
N U R H I D A Y A H T U L N A B I H A H M A N A S
H I D A Y A H T U L @ T A R C . E D U . M Y
A B B L 3 1 0 4 C O M M E R C I A L L A W O F M A L A Y S I A
M A Y 2 0 1 8 - A U G U S T 2 0 1 8
T U N K U A B D U L R A H M A N U N I V E R S I T Y C O L L E G E ,
C A M P U S P A H A N G B R A N C H .

2. WHAT IS CONTRACT OF SALE OF
GOODS?
• Section 4(1) of SOGA:
“A contract of sale of goods is a contract whereby the seller transfers or agrees to
transfer the property in goods to the buyer for a price”

3. Sale of Goods
Parties to the Contract:
1) Seller
2) Buyer
Types of Goods:
Section 2
1) Every moveable property
2) Stock & shares
3) Growing crops, grass
and things attached to or
forming part the land
Categories of Goods:
Section 6
1) Existing goods
2) Ascertained goods
3) Unascertained goods
4) Future goods
Ownership of Goods:
Seller  Buyer
Price:
Consideration
Law:
SOGA 1957
Type of Agreement:
1)Sale
2) Agreement to Sale
Formation of Contract:
Section 5(1)
1) Offer
2) Acceptance
Section 5(2)
1) In writing
2) Orally
3) Partially writing and
orally
Performance of Contract:
1) Delivery
-Place & Time
-Correct quantity
-By installment
2) Acceptance
-Notify the seller
-Act like an owner
-Not rejecting the goods

4. TERMS OF CONTRACT
CONDITION
• Section 14(a)- Title
• Rowland v Divall
• Section 15- Sale by
Description
•  Beale v Taylor
• Section 16- Quality or
Fitness
•  Caveat emptor
•  Merchantable quality
• Section 17- Sale by
Sample
WARRANTY
• Section 14(b)- Quiet
Possession
• Section 14(c)- Free from
Encumbrances
•  Steinke v Edwards
INNOMINATE
• Section 11-Time
Section 62 allows the exclusion of the implied terms and conditions by express agreement, or by
previous dealings or by usage.

5. TRANSFER OF PROPERTY• Property in goods means title or ownership.
RiskSection 26
The risk is borne by whoever is
the owner regardless of whether
he is in possession or not unless
the parties agree otherwise
Exceptions:
1) There may be a term in the
contract where risk passes before
property passes
2) Where delivery has been
delayed through the fault of either
party
Title
Section 27
Nemo Dat Quod Non Habet
No one can transfer a better title
than what he has
Lim Chui Lai v Zeno Ltd
Exceptions:
1) Estoppel
2) Sale by mercantile agent
3) Sale by one joint owner
4) Sale under voidable contract
5) Sale by seller in possession
after sale
6) Sale by buyer in possession
after sale

6. BREACH BY BUYER & THE REMEDIES
AVAILABLE FOR SELLER
REMEDIES
Section 44: Claim for loss, reasonable charge
for care & custody
Section 55: Sue for a price if the property in
goods have passed to buyer
Section 56: Claim for damages for non
acceptance
Section 55: Sue for a price if the property in
goods have passed to buyer
Section 56: Claim for damages for non
acceptance
BREACH
Failure to take delivery Failure to accept the goods Failure to pay for goods
Section 47: Right of lien
Section 50-52: Right of stoppage in transit
Section 54: Right of seller to resell the
goods

7. BREACH BY SELLER & REMEDIES
AVAILABLE FOR BUYER
REMEDIES
Section 57:
Damages
Section 61: Special
damages
Section 58: Specific
performance
Action in tort
BREACH
Failure to delivery the goods

8. THANK
YOU!
K E E P C A L M A N D S T U D Y L AW