Formation of the contract of sale.

 A contract of sale is made by an offer to buy or sell

goods at a price and by the acceptance of such an offer.
Section 5(1) SOGA 1957.
 Price means the money consideration for the sale of
goods. Section 5(1) SOGA 1957.
 The contract may provide for immediate delivery of
the goods or the immediate payment of the price or
both.
Passing of property and risks in
goods.
 Important to ascertain when property in goods passes
to the buyer.
 Legal consequences of the passing of property;
 Before property passes to the buyer, the goods
remain at the seller’s risk.
 When property passes to the buyer, the goods are at
the buyer’s risk irrespective of whether the goods have
been actually delivered to the buyer or not. Section
26, SOGA 1957.
Passing of property in goods.
 Property in goods, that is, title or ownership, must be
distinguish from possession.
 Although, property in goods sold may have passed to
the buyer, the seller may continue to be in possession
of the goods. Example, goods taken on hire purchase.
 Title is held by the finance company, the goods is in
the hirer possession.
Section 18.
 There is a contract for the sale of unascertain goods.
 (description only)
 No title passed until the seller has ascertain the
goods.(contract to buy a new car)
Section 19.
 Contract for the sale of specific or ascertain goods.
 Look at the terms of the contract, conduct of the
parties and circumstances of the case.
 The property is transferred to the buyer at such time as
the parties to the contract intend it to be transferred.
Section 20.
 Unconditional contract, for the sale of specific goods
in a deliverable state,
 The property in the goods passes to the buyer when
the contract is made.
 It is immaterial whether the time of payment of the
price or the time of delivery of the goods is postponed.
 Example, buy a book on credit. The ownership in the
book passes although payment is postponed.
Section 21.
 Contract for the sale of specific goods.
 The property does not pass until such thing is done
and the buyer has notice of it.
 Example, Sell secondhand car, promises to change the
tyres.
 Property in the motorcycle does not pass to the buyer
until the seller change the tyres.
The Maxim -Nemo dat rule.
 Means that where goods are sold by a person who is not the
owner and without the consent of the original owner, the buyer
acquires no better title than the seller had.
 Exception – Estoppel; section 27 SGA.
 Sale by mercantile agent in the ordinary course of business;
 Sale by joint-owner;
 Sale under a voidable title – the buyer will obtain good title if he
buys in good faith and without notice of the seller’s defect of the
title;
 Sale by seller in possession after sale;
 Sale by buyer in possession.


Implied terms.
 Breach of implied condition – section 15, SOGA 1957 –
as to description of goods; Beale v. Taylor.
 Section 16(1) (b), SOGA 1957 –breach of merchantable
quality; Wilson v. Ricket.
Rules relating to delivery of goods
– performance.
 Section 31, SOGA 1957 – performance of contract for
the sale of goods;
 Section 44, SOGA 1957 – Failure to take delivery when
seller ready and willing to deliver and requests buyer
take delivery and buyer does not within reasonable
time take delivery, the buyer will be liable for any loss
as a result of the refusal or neglect to take delivery;
 Destruction of perishing of goods – section 8, SOGA
1957, frustration of the contract before risk passes to
the buyer.
RISK PASSES
 Risk passes when property in goods passes – section
26, SOGA 1957. Goods remain at seller’s risk until the
property transferred to the buyer;
 Section 23, SOGA 1957. Passing of title.
Remedies for breach.
 For buyer:
 Damages for non-delivery;
 Action for specific performance;
 Remedies for breach of warranty;
 Action in tort – claiming possession of the goods.
SECTION 44
 FAILURE OF BUYER TO TAKE DELIVERY.
SECTION 56
 FAILURE OF BUYER TO ACCEPT GOODS.
SECTION 55
 BUYER FAIL TO PAY.
RIGHT OF UNPAID SELLER
 SECTION 46(1) RIGHT OF LIEN.
 SECTION 50 –RIGHT OF STOPPAGE IN TRANSIT.
 SECTION 54(3)- RIGHT OF SELLER TO RESELL.
END
 Thank you.