2. Definition of
'Goods'
Section 2 of Sale of
Goods Act 1957
• Every kind of movable
property other than
actionable claims and
money and includes stock
and shares, growing crops,
grass and things attached to
or forming part of the land
which are agreed to be
severed before sale or
under the contract o,f,s
_
ale.
' r . ' r
4. S6(1) Sales of
Goods Act
Subject matter of the
contract/ Types of
goods
Existing
Goods
'goods owned by
the seller'
Future Goods
S.2
• Specific Goods
• 'goods identified and
agreed at the time the
contract is made'
• Unascertained
goods
• 'the goods exists but
it is not ascertained
yet at the time of the
contract is made
• 'goods which are to
be made
manufactured@
• produced @ acquired
• by the seller after the
making of the
contract
5. Defination of
Contracts of Sale
of Goods
r
S4(1) 2 of Sale of
Goods Act 1957
'..a contract whereby the
seller transfers @
agrees to transfer the
property in goods to the
buyer for a price...'
··----------------------
7. Time of Payment
Whether it is
i portant@
- n - o · t depends
• lat' as
1 e of
on the terms
of the contract
payment are
not important
Sales of
cods act
8. PRICING
Provides
that a
contract
of sale is
for 'price'
Price is
defined as
the money
consideration
for a sale of
goods
The price
may be
ascertained
,n a
number of
ways
9. Price (S 9 Sale of Goods Act)
Fixed by the contract itself
Fixed according to certain manner
agreed
[ -_ -_ -
Determined by the course of
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Reasonable price
10. Terms of the Contract of Sale of Good
Need to be
understood
by parties,
the seller
and the
buyer
Can be an
ex press
term or
implied
term
Very
important
to
determine
the
intention of
both parties
Classified
into 2:
Condition
&
Warranties
11. Terms of the Contract
S12(2) : Condition
As a stipulation essential to
the main purpose of the
contract that may give the
right to repudiate the
contract
S12(3 ): Warranty
Is a stipulation collateral to the
main purpose of the contract
that may give the right to claim
for damages but not the right to
reject or repudiate the contract
12. Terms of the Contract
S12(2) : Condition
As a stipulation essential to
the main purpose of the
contract that may give the
right to repudiate the
contract
S12(3 ): Warranty
Is a stipulation collateral to the
main purpose of the contract
that may give the right to claim
for damages but not the right to
reject or repudiate the contract
13. Exception {When breach of 'condition' can be treated
as breach of warranty')
S13(1)
• When the buyer waives the
'condition' or elects to treat the
breach
.
13(2)
• Buyer has accepted the goods
• Where the contract is for
specific goods and the
property(ownership) of the
goods has transferred to the
buyer
I
14. Implied Terms
S15 Implied Condition
Must Correspond With
Description
14(b) Implied Warranty
As To Quiet
Possession
14(c) Implied Warranty
Free From
Encumbrances
S16 Implied Condition
As to Fitness For
Particular Purpose
S17 Implied Condition
In A Sale By Sample
15. S14 Sale of Goods Act
14(b) Implied Warranty As To Quiet Possession
*The buyer shall have & enjoy quiet possession of the goods without
any wrongful interference by a stranger or 3rd party or even by the
seller himself, claiming a right.
*Entitled the buyer to damages
16. S14 Sale of Goods Act
14(b) Implied Warranty As To Quiet Possession
*The buyer shall have & enjoy quiet possession of the goods without
any wrongful interference by a stranger or 3rd party or even by the
seller himself, claiming a right.
*Entitled the buyer to damages
17. S14(c) Sale of Goods Act
orencumbrance,
which laInfavour
of any.. party
Such fact is not
declared or made
known to the
buyer
Theseller laliable
for breachof
warrantyand
enllllt.d thebuyer
todanag•
The goods are free
from any charge,
which is in favour
of any 3rd party
Implied
Warranty Free
From
Encumbrance
s
Steinke v Edwards
19. S16 Implied Condition As to Fitness For Particular
Purpose
Caveat Emptor which means, the buyer
must beware. It is for the buyer to satisfy
himself as to the quality of the goods
purchase.
The buyer mustmake known to
the seller particular purpose,
which thegoodsare required
Exception : S16(1)(a) provides four
conditions, namely:
..
Thebuyerreliedon the seller's
skilland judgmenttosupply
suitable goods
..
The goods must be of a
description, which it is in the
course of the sellers' business to
supply
21. Exception
Does not apply if the
buyer has examined
the goods, by which
through that
examination, the buyer
might discover the
defects
However, if the defects
could not discovered by
any reasonable
examination, then the
implied conditions as to
the Merchantable
Quality apply.
22. S17 Implied Condition In A Sale By Sample
S17(1)
• Sample is use to describe the goods
to buyer
• The court has to determine whether
there is asale by sample or not
S17(2)
• Implied condition for contract of sale
when:
• a. The bulk shall correspond with
sample in quality
b.The buyer shall have reasonable
opportunity of comparing the bulk with
the sample
c. The goods are free from any defect
rendering them un merchantable,
which would not apparent on
reasonable examination of the sample
Godfrey v Perry
Drummond v Van Ngen
23. Transfer Of Property
It is important to
ascertain the time as
to when property in
goods passes to the
buyer because of :
• S26:Once the
property passes to
the buyer, the
buyer would bear
the risk even
though the goods
has been delivered
to the buyer
However, if the
delivery has been
delayed due to the
fault of the seller,
then the seller has
to bear the risk,
even though the
property has
passed to the
bu er.
If any party sought to
claim any right over
the property from a
3rd party, only the
person who has the
property in goods
may claim
• The seller would
only entitle to claim
for the price if the
property in goods
has passed to the
buyer
In order to determine
when the property in
goods is transferred
to the buyer it is
necessary to look at
the types of goods
being sold.
26. S 20 : Unconditional Contract
Requires that the
property in the goods
pass to the buyer
when the contract is
made.
27. S 21 Contract of Specific Goods
• Provides that when the seller is bound to do something to the goods
• For the purpose of putting them in a delivery state in a
contract of specific goods
• The property does not pass until such thing is done and
• The buyer takes note on this matter
30. '
S27 - S30 Sale of Goods Act
TRANSFER OF TITLE
31. As a general rule,
when a person
takes goods(a
buyer)
He or she gets
only the same
rights to the
goods as the
person from
whom he or she
took them.
32. Nemo Dat Quad Non Habet
Means that if goods are
bought from a person
who is not the owner, and
who does not sell them
under the owner's
authority, the buyer does
not acquire any title.
33. Exception to the nemo dat quad non habet
1. Estoppal - S27
2. Sale by mercantile agent - S27
3. Sale by one of joint owner - S28
4. Sale under a voidable titles- S29
5. Sale by a seller in possession after sale- S30(1)
6. Sale by a buyer in possession - S30(2)
34. Estoppel - S27
Where the owner by his conduct
Makes it appear to the buyer
that the person who sells the goods has his
The buyer obtains a good title because the
owner
Syarikat Batu Sinar Sdn. Bhd & Ors v Umbc
Finance Bhd & Ors
35. S a l e b y M e r c a n t i l e A g e n t - S 2 7
Where a mercantile agent is
With the consent of the owner
In possession of the goods or a
documents of title to the goods
•
If he were expressly authorized
By the owner of the goods to
make the same
• • •
And at the time of the contract of
sale
seller had not authority to se
-
ll
-
Would have no notice that the
36. • A 'mercantile agent'
• Define in section 2 of Sale of Goods Act 1957 as ' a
mercantile agent having in the customary course of
business as such agent authority either to sell goods, or
to consign goods for the purpose of sale, or to buy
goods, or raise money on the security of goods'.
• Folkes v King
37. S a l e b y o n e of j o i n t o w n e r - S 2 8
38. Sale Under a Voidable Titles- S29
Where the seller of
goods has obtained
possession under a
contract voidable of
Contract Act
But the contract has
been rescinded at the
time of the sale
The buyer acquires a
good title to the
goods
Without notice of the
seller's defect of title
39. Sale by a seller in possession after sale- S30(1)
Section 30(1) provides that:
• if a seller continues or is in possession of the goods or of the
documents of title to the goods,
• the delivery or transfer by that person, or by a mercantile agent
acting for him, of the goods or documents of title under sale, pledge,
or other disposition
• thereof to any person receiving in good faith
• and without notice of previous sale
• shall have the same effect as if the person making the delivery or
transfer were expressly authorized by the owner of
goods to make the same
• Pacific Motors Auctions Pty Ltd V Motor Credit Ltd
40. Sale by a buyer in possession- S30(2)
Provides that:
• if a buyer, having bought or agreed to buy goods,
• obtains with the consent of the seller
• possession of the goods or the documents of title to the goods,
• The delivery or transfer by that person or by a mercantile agent
acting for him of the goods or the documents of title under any sale,
• Pledge or disposition thereof to any person receiving the same in
goods faith
• and without notice of any lien or other right of the original seller in
respect of the goods shall have effect as if
such lien or right did not exist.
• Newtons of Wembley Ltd v Williams
42. S31 : Duties of Seller and Buyer
• It is the duty of the
seller to deliver the
goods
• It is duty of the buyer
to accept and pay for
them in accordance
with the terms of the
contract of sale
44. Where the seller delivers to
the buye the goods ne
contracted to sell mixed witn
goods of different descriRtion
not included in tne contract
537(3)
The buyer may:
Accept the goods
which are in
accordance with the
contract and reject the
rest
Reject the whole
Such delivery to
the carrier is prima
facie deemed to be
delivery of goods
to the buyer. ,.-
45.
46. Meaning of acceptance
S42 Sale of Goods Act
• He intimates to the seller that he has accepted them
• When the goods have been delivered to him and he does any act in
relation to them which is inconsistent with the ownership of the seller
• When after the lapse of reasonable time, he ratain the goods withput
intimating to the seller that he has rejected them
47. Buyer not bound to return rejected goods : S43
• Unless otherwise agreed, where goods are
delivered to the buyer and he refuses to accept
them, having the right to do so, he is not bound
to return them to the seller, but it is sufficient if
he intimates to the seller that he refuses to
accept them
48. Liability of buyer for neglecting or refusing
delivery of goods: S44
• When the seller is ready and willing to deliver the goods
and requests the buyer to take delivery, and the buyer
does not, within a reasonable time after such request,
take delivery of the goods, he is liable to the seller for
any loss occasioned by his neglect or refusal to take
delivery, and also a reasonable charge for the care and
custody of the goods.
49. S45 Sale of Goods Act 1957
RIGHTS OF UNPAID SELLER AGAINST THE GOODS
50. Unpaid seller defined : S45
a) When the whole of the price has not been paid
b) When a bill of exchange or other negotiable instrument
has been received as conditional payment, and the
condition on which it was has not been fulfilled
53. Unpaid Seller's Lien : 547
• The unpaid seller of goods who is in possession of them
is entitled to retain possession of them until payment or
tender of the price.
a) Where the goods have been sold without any stipulation
as to credit
b) Where the goods have been sold on credit, but the term
of credit has expired
c) Where the buyer becomes insolvent
54. Part Delivery : S48
• Where an unpaid seller has made part delivery of the
goods, he may exercise his right of lien on the
remainder, unless such part delivery has been made
under such circumstances as to show an agreement to
waive the lien.
55. Termination of lien - S49
a) When he delivers the goods to a carrier for
the purpose of transmission to the buyer
without reserving the right of disposal of the
goods
b) When the buyer or his agent lawfully obtains
possession of the goods
c) By the waiver thereof
57. Stoppage in transit - S50 Sale of Goods
He may resume possession of the
goods as long as they are in the
course of transit
58. S51 : Duration of Transit
• Goods are deemed to be in course of transit from the
time when they are delivered to a carrier for the
purpose of transmission to the buyer, until the buyer
or his agent in that behalf takes delivery of them
from such carrier.
59. How stoppage in transit is effected - S52
Taking actual possession of the goods or
''"
,,
By giving notice whose possession the goods
are
When notice of stoppage in transit is given by
the seller to the carrier in possession of the
goods, he shall redeliver the goods to or
according to the direction of the seller
61. Remedies available to a buyer when a seller is
in breach of a sale of goods contract
Damages for
none - delivery
• Where the seller wrongfully neglect or
refuses to deliver the goods to the buyer ,
the buyer may sue him for damages for- non
delivery
Action for specific
performance
Remedies for breach of
warranty
• The buyer may bring an action for specific
performance by delivery of specific or
ascertained goods
,,
• Where there is a breach of warranty by the
seller or where the buyer elects to treat any
breach of a condition as breach of warranty,
the buyer is not entitled to reject the goods.
