GROUP 3 PRESENTATION

MEMBERS
1. ALITUHA NIVES
2. ATYANG CATHY
3. CHARITY AGNES
4. LUKWIYA LAURA
IMPLIED TERMS IN A CONTRACT OF SALE OF GOODS AND SUPPLY OF SERVICES
Implied terms are those presumed to exist in a contract by operation of law even though they have
not been provided for by the parties in the contract.
Sections 11,13, 14, 15, 16, 17 ,18,19, 20, 21, 59(3) and67
Implied terms as to time
Section 11 of the sale of goods Act , 2018 states that unless a contrary intention appears from the terms
of the contract, stipulations as to the time of payment are not taken to be of essence of a contract of sale
and supply of services.
According to the case of Charles Richards V Oppenheim1 there was a contract for some bodywork to be
done on the car. The supplier promised to do the work within 6 or at most 7 months. The date the work
was to be done was fixed but the supplier did not manage to meet this date. The buyer did not sue but kept
waiting for the supply. By waiting this was seen as the buyer waiving his right to the supply to be done at
a fixed time. In the end the supply was received many months later by which time the buyer was not
willing to accept the supply.
It was held that the buyer’s waiver was not permanent, so the supplier was not successful in their claim.

Implied terms as to title

According to section 13 of the Sale of Goods and Services Act, 2018, in a contract of sale other than one
to which subsection 3 applies, there is an implied term on the part of the seller that in the case of a sale,
he or she has a right to sell goods and incase of an agreement to see he or she will have such a right at the
time when property is to pass.
According to the case of Rowland V Divall2, Rowland purchased a car from Durall and used for several
months. Durall had no title to the car and therefore Roland was compelled to return the vehicle to the true
owner. Rowland sued Durall to recover back the price which he had already paid. Court held that the fact
he had used the car for some time.
Lord Artkin observed that the buyer has not received any part of that which he contracted to receive
namely the property and right to possession and that being so, there has been failure of consideration.
Warranty that goods are free of Encumbrances
According to section 13(2) a of Sale of Goods and Services Act, 2018

1
[1905]1KB 616
2
(1923)2 KB 500
This warranty is implied on the seller and so the goods sold by the seller should free from encumbrances
in favor of any third party which was not known to or declared to the buyer before or at the time of
making the contract of sale and the breach occurs when the when the buyer pays without knowing the
existence of an encumbrance.
According to the case of Rubicon Computer Systems V United Paints Limited,3 a dispute arose
between the parties to a contract to install a computer system. The supplier who had access to the system
after installation wrongfully attached a time lock to it which when activated denied the defendants access
to their own system. It was held that the claimants were in breach of section 13 (2)(a)
Warranty of Quiet possession
According to section 13(2)(b) states that the buyer will enjoy quiet possession of goods except so far as it
may be disturbed by the owner or other person entitled to the b benefit of any charge or encumbrance so
disclosed or known to the buyer.
This is illustrated in the case of Rubicon computer systems supra.
According to the case of Microbeads A.G V Vinhurst Road Markings Ltd4 the claimant purchased
some road marking machines from the defendant. After the purchase a third party was granted a patent
right in the machines. This meant the claimant could not use the machine unless they were granted a
license to do so. There was no breach of s. 12 as at the time of the sale the seller had the right to sell the
goods. However, there was a breach of s.12(2) in that the buyer could not enjoy quiet possession of the
goods.
Implied Condition that goods shall correspond with the description.
Section 14 of the Sale of Goods and Services Act, 2018
According to the case of Re Moore and Landauer5 the plaintiff contracted to sell to the defendant three
thousand cases of Australian canned fruits, described as being packed in cases containing 30 cans each.
When the ship containing the goods arrived in London it was found that only half of the consignment was
packed in cases of 30 the rest being in cases of 24 . The buyer rejected the goods without giving any
reason.
The court held that the buyers were entitled to reject the goods since they didn’t correspond with the
description.
Implied condition that goods are fit for a particular purpose
Refer to section 15(1) and (2)
According to the case of Griffiths V Peter Conway Ltd6, it was held that if the purpose of use of one
good is perfectly obvious there is no need to make known the purpose in order for this sale to be bound
to supply goods fit for purpose.

3
(2000)2 TCLR453
4
(1975)1WLR218
5
(1921)2KB 519
6
(1939)1 ALLERR 685
However, despite the above, an implied condition is deemed to exist on the seller that the goods supplied
shall reasonably fit for the purpose of which the buyer wants them, the following conditions should be
satisfied.
a) The buyer should expressly or impliedly make known to the seller the particular purpose for
which the goods are required
b) The buyer should rely on the seller’s skill or judgment
c) The goods sold must be of a description in which a seller deals with in the ordinary course of his
business, whether he is the manufacturer or not.
Refer to Priest V Last as well 1903 KB ( water bottle case)
Implied condition that goods are satisfactory quality
Section 15(3) (4 ) and (6)
According to the case of Wren V Holt, a buyer sued a pub owner successfully for selling beer of
unmerchantable quality. The beer was found to have been contaminated by arsenic. It was no defense to
the pub owner to argue that the beer came from reputable suppliers and that he had done all reasonably
could to ensure that the beer was fit for consumption, short of carrying out a chemist test which may not
be reasonable to expect under circumstance. The court found the seller liable.
Trade Usage
Section 15(7) a warranty or condition as to quality or fitness for a particular purpose maybe
implied by the usage of trade or custom.
According to the case of Fleury V King Mohammed Walli & Co., X ordered one thousand dozens
handkerchiefs. These were delivered in butches of 30 .The claimant claimed that he was entitled to a
reduction in the price because in Zanzibar there was a trade custom that they were delivered in twelves.
The court was willing to imply such a term
Quality of materials used I n a contract for the supply of services.
Section 16 states that where materials are used under the contract for the supply of services there is an
implied term that the materials with be sound and reasonably fit for the purpose for which they are
required.
Sale by sample
Sales by sample are common in the sale of bulk of bulk commodities because a seller can display to the
buyer a sample of what he has and the buyer can agree that he or she will take so any pounds or tons.
When a sale by sample is agreed upon by the parties of the contract, the implied conditions include the
following
That the bulk of goods to be supplied by the seller should correspond with the sample as far as quality is
concerned.
According to the case of James Drummond& Sons V E.H.Van Igen & Co7, cloth was sold by sample to
Van Ingen for the known purpose of making into clothes. The cloth in every was corresponded to the
sample. However a latent fault in the cloth caused the manufactured clothes to part at the seams under
7
(1887)12 App. Cas.284
moderate strain. The buyers sued claiming that the cloth was not fit for the purpose . The sellers argued
that as the cloth corresponded with the sample there was no case to answer.
It was held that the question is how far the examination of the sample excludes the warranty that goods
will be fit for the purpose.
Care and Skill in Supply of services
According to section 18 of Supply of Goods and Services Act, 20188 in a contract for the supply of goods
and services where the supplier is acting in the course of the business, there is an implied term that
supplier will carry out the services with reasonable care and skill.
According to the case of Priest V Last , the seller was held liable for damages since the implied
condition as the fitness was not met in this case. Further more a buyer relied on the skill and judgement of
the seller.
Remedies for breach of condition or warranty in certain cases
Sections 20 and 21 of the Sale of Goods and Supply of services Act.