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Handbook Of The Law Of Sale Of Goods | by John Delatre Falconbridge



The Sale of Goods Act, by which the law relating to the sale of goods was codified in the United Kingdom, has now been adopted, with slight modifications, in all the provinces of Canada except Quebec, the process of adoption having been completed by the enactment in Ontario of the Sale of Goods Act, 1920. Prior to the adoption of the statute there existed, especially in Ontario, a considerable body of case law. This case law is of course now authoritative only so far as it is consistent with the statute; but for the most part they are in accord with each other, and the decisions furnish useful illustrations of the statute.

TitleHandbook Of The Law Of Sale Of Goods
AuthorJohn Delatre Falconbridge
PublisherCanada Law Book Company
Year1921
Copyright1921, by John Delatre Falconbridge
AmazonA selection of cases on the sale of goods

Handbook Of The Law Of Sale Of Goods

By John Delatre Falconbridge, M.A., LL.B

Of Osgoode Hall, Barrister-at-law

A Lecturer To The Law Society Of Upper Canada Author Of "Banking And Bills Of Exchange" and "The Law Of Mortgages Of Real Estate" Toronto

Canada Law Book Company, Limited

Copyright (Canada), 1921, by John Delatre Falconbridge

Printed by C. A. Goodfellow & Son, Whitby, Ont.

-Preface
The Sale of Goods Act, 1893, by which the law relating to the sale of goods was codified in the United Kingdom, has now been adopted, with slight modifications, in all the provinces of Canada except Q...
-Comparative Table Of Sections
Alta=C. 0. N. W. T. 1898, c. 39 B. C.=R. S. B. C. 1911, c. 203 Man.=R. S. M. 1913, c. 174 N. B.=Statutes of 1919, c. 4 N. S.=Statutes of 1910, c. 1 Ont.=Statutes of 1920, c. 40 P. E. I.=Statutes of 19...
-Introduction
1. Codification in the United Kingdom. 2. Codification in Canada. 3. Codification in the United States. ...
-1. Codification In The United Kingdom
The draftsman of the Sale of Goods Act was Mackenzie Dalzell Chalmers (now Sir Mackenzie Chalmers). The following brief notes of the history of the statute in the United Kingdom are based upon the int...
-2. Codification In Canada
It was only in an intermittent and haphazard manner that advantage was taken in the various provinces of Canada of the codification of the law of sale of goods effected in the United Kingdom in 1893. ...
-3. Codification In The United States
The creation in 1918 of the Conference of Commissioners on Uniformity of Legislation in Canada was due to some extent to the notable example afforded in the United States by the National Conference of...
-Chapter I. The Contract Of Sale
11. Definition of contract of sale. 12. The parties and their capacity The parties and their capacit. (1) lunatics and drunken persons. (2) infants. 13. Necessaries. 14. The subject matter of th...
-11. Definition Of Contract Of Sale
The Sale of Goods Act (Ont. s. 3; U.K. s. 1) provides: 3. - (1) 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 m...
-12. The Parties And Their Capacity
The parties to a contract of sale are called the seller and the buyer. The Sale of Goods Act (Ont. s. 2; U.K. s. 62) defines the former as meaning a person who sells or agrees to sell goods, and the l...
-13. Necessaries
The Sale of Goods Act (Ont. s. 4; U. K. s. 2) provides: 4. - (1) Capacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property: Provi...
-14. The Subject Matter Of The Contract
The Sale of Goods Act (Ont. s. 2; U- K. s. 62) provides: Goods shall include all chattels personal other than things in action and money; and shall include emblements, industrial growing crops, and...
-15. Destruction Or Deterioration Of The Goods
(1) Before the contract. If one person purports to make with another a contract of sale relating to specific goods which unknown to the parties have ceased to exist at the time of the contract, the c...
-16. The Consideration For The Contract
Under the Sale of Goods Act (Ont. s. 3; U.K. s. 1) the consideration is a money consideration, called the price. Chalmers (Sale of Goods, 7th ed., 1910, p. 6) says that apart from the statute, it...
-Chapter II. The Statute Of Frauds
21. Formalities of the contract. 22. Section 4 of the Statute of Frauds. 23. Section 17 of the Statute of Frauds. 24. The Sale of Goods Act. 25. Alterations in language. 26. Acceptance and receip...
-21. Formalities Of The Contract
Generally speaking, and apart from statute, contract in English law is formless, that is to say, no special form is required; a contract for valuable consideration is enforceable although there is no ...
-22. Section 4 Of The Statute Of Frauds
Important exceptions to the rule that no special form is required for a contract of sale were made by the Statute of Frauds, 29 Car. 2, c. 3, ss. 4 and 17. Section 4 of that statute is as follows: 4...
-23. Section 17 Of The Statute Of Frauds
S. 17 of the Statute of Frauds, 29 Car. 2, c. 3, is as follows: 17. And be it enacted, that from and after the said four and twentieth day of June [1677], no contract for the sale of any goods, wares...
-24. The Sale Of Goods Act
The Statute of Frauds, s. 17, and Lord Tenterden's Act, s. 7, have now been replaced by the Sale of Goods Act (Ont. s. 6; U. K. s. 4) which provides: 6. - (1) A contract for the sale of any goods of ...
-25. Alterations In Language
A comparison of the Sale of Goods Act with s. 17 of the Statute of Frauds discloses the following differences of wording: (a) The word goods has replaced the words goods, wares, and merchandises....
-26. Acceptance And Receipt
Sub.-s. 3, defining acceptance for the purpose of the section, adopts the language of Bowen L.J. in Page v. Morgan, 1885, 15 Q.B.D. 228, at p. 233. In this case there was a sale of wheat by sample. Th...
-27. Earnest Or Part Payment
In order to render enforceable a contract within the Sale of Goods Act (Ont. s. 6; U. K. s. 4: 24), it is sufficient that the buyer gives something in earnest to bind the contract or in part payment. ...
-28. Note Or Memorandum In Writing
In order to render enforceable a contract within the Sale of Goods Act (Ont. s. 6; U. K. s. 4: see 24), it is sufficient that some note or memorandum in writing of the contract be made and signed by t...
-Chapter III. Transfer Of The Property As Between Seller And Buyer
31. Sale and agreement to sell. 32 Property and possession. 33. Specific or ascertained goods. 34. Rules for ascertaining intention. 35. Suspensive and resolutive conditions. 36. Unascertained an...
-31. Sale And Agreement To Sell
The distinction between a sale and an agreement to sell is drawn in the provisions of the Sale of Goods Act already quoted (Ont. s. 33; U.K. s. 1), as follows: 3. - (3) Where under a contract of sale...
-32. Property And Possession
The Sale of Goods Act (Ont. s. 2; U. K. s. 62) provides: Property shall mean the general property in goods, and not merely a special property. Delivery shall mean voluntary transfer of possession ...
-33. Specific Or Ascertained Goods
The Sale of Goods Act (Ont. s. 2; U. K. s. 62) provides: Specific goods shall mean goods identified and agreed, upon at the time the contract of sale is made. The statute contains no definition of ...
-34. Rules For Ascertaining Intention
If the intention of the parties is clearly expressed, cadit quaestio. Frequently, however, the parties fail to express their intention (not uncommonly because they have no definite intention, not havi...
-35. Suspensive And Resolutive Conditions
Cases falling within rules 2 and 3 are examples of contracts of sale subject to a condition precedent, or, to use the more expressive term of the civil law, subject to a suspensive condition - the pas...
-36. Unascertained And Future Goods
As contrasted with specific or ascertained goods (Sale of Goods Act: Ont. ss. 2, 19, 51; U. K. ss. 62, 17, 52), the subject of the contract of sale may be unascertained or merely described generically...
-37. Appropriation Of Goods To The Contract
In other cases the fact that the future goods have been acquired or manufactured by the seller, or that other unascertained goods have become ascertained, as the case may be, may do no more than make ...
-38. Reservation Of The Right Of Disposal
The rules already stated as to the time at which the property passes from the seller to the buyer are merely guides to the intention of the parties in the absence of any clear expression of their inte...
-Chapter IV. Who Can Give A Good Title
41. Sale by person without title. 42. Sale by person with a voidable title. 43. Transfer of document of title. 44. Ostensible ownership or agency. 45. Seller or buyer in possession. 46. The Factors Ac...
-41. Sale By Person Without Title
The general rule is that a person who has no title to goods cannot give a title to another person - nemo dat quod non habet. In practice, however, the general rule must be subject to important except...
-42. Sale By Person With A Voidable Title
The Sale of Goods Act (Ont. s. 25; U.K. s. 23) provides: 25. When the seller of goods has a voidable title thereto but his title has not been avoided at the time of the sale, the buyer acquires a good...
-43. Transfer Of Document Of Title
In Ontario the Sale of Goods Act (s. 2) provides: Document of title shall include any bill of lading and warehouse receipt, as defined by The Mercantile Law Amendment Act, any warrant or order for ...
-44. Ostensible Ownership Or Agency
One of the exceptions, mentioned in 41, to the general rule that a person who has no title to goods cannot confer a title upon a third party, is the case in which the owner is estopped from denying th...
-45. Seller Or Buyer In Possession
The Sale of Goods Act makes provision in one section (Ont. s. 26; U.K. s. 25) for two different cases of ostensible ownership, namely, that of a person remaining in possession of goods or of the docum...
-46. The Factors Acts
In the case of Pickering v. Busk, 1812, 15 East 38, the buyer of goods caused the goods to be transferred in the books of the warehouseman to the broker through whom he had bought, and the broker sold...
-47. Negotiable Documents In The United States
There are no provisions of the Sale of Goods Act corresponding with ss. 27 to 40 of the Uniform Sales Act relating to negotiable documents of title. In view of the fact that the Uniform Sales Act has ...
-Chapter V. Representations, Conditions And Warranties
51. Representations. 52. Conditions and warranties. 53. Stipulations as to time. 54. Remedies for breach of condition and breach of warranty. 55. Implied conditions and warranties. 56. Sales by des...
-51. Representations
A contract of sale may include express or implied terms, distinguished as conditions and warranties. These are statements or promises which are incorporated in the contract, and as to terms of this ki...
-52. Conditions And Warranties
A representation which is subsequently made part of the contract ceases to be a representation and becomes something more, viz., a promise that such a thing is or shall be. Anson, Contract, 15th ed., ...
-53. Stipulations As To Time
The Sale of Goods Act (Ont. s. 12; U. K. s. 10) provides; 12. - Unless a different intention appears from the terms of the contract, stipulations as to time of payment are not deemed \o be of the esse...
-54. Remedies For Breach Of Condition And Breach Of Warranty
As has already appeared (52), in the case of a breach of warranty, the injured party is entitled to damages, whereas in the case of a breach of condition, he has the alternative of treating the contra...
-55. Implied Conditions And Warranties
In accordance with various provisions of the Sale of Goods Act, conditions and warranties may be implied in a contract of sale. It is, however, provided (Ont. s. 54; U. K. s. 55) as follows: 54. Wher...
-56. Sales By Description And By Sample
The Sale of Goods Act (Ont. s. 15; U. K. s. 13) provides: 15. Where there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the des...
-57. Implied Conditions As To Quality Or Fitness
In the case of Jones v. Just, 1868, L.R. 3 Q.B. 197. at pp. 202-3, 23 R.C. 466, at pp. 471-2, Mellor J. delivering the judgment of the Court of Queen's Bench (Cockburn C.J., Blackburn and Mellor Jj.) ...
-Chapter VI. Delivery, Acceptance And Payment
61. Delivery and payment. 62. Mode and place of delivery. 63. Time of delivery. 64. Delivery of wrong quantity or in instalments. 65. Sending of goods to buyer. 66. Inspection and acceptance. 67...
-61. Delivery And Payment
The Saleof Goods Act (Ont. s. 2; U. K. s. 62) defines de-livery as meaning the voluntary transfer of possession from one person to another. As to Actual receipt under the Statute of Frauds, s...
-62. Mode And Place Of Delivery
The Sale of Goods Act (Ont. s. 29; U. K. s. 29) provides: 29- (1) Whether it is for the buyer to take possession of the goods, or for the seller to send them to the buyer, is a question depending in e...
-63. Time Of Delivery
As regards delivery of goods time is prima facie of the essence of the contract. See Hartley v. Hymans, [1920] 3 K. B. 475, referred to in chapter 5, 53. The Sale of Goods Act (Ont. s. 29; U. K. s. 2...
-64. Delivery Of Wrong Quantity Or In Instalments
The general rule is that the seller must deliver at one time the exact quantity of goods which he has contracted to deliver. The Sale of Goods Act (Ont. s. 30; U. K. s. 30) provides: 30-(1) Where the ...
-65. Sending Of Goods To Buyer
If the contract does not expressly or impliedly require the seller to send the goods to the buyer, the buyer need only put the goods in a deliverable state and permit the buyer to take possession at t...
-66. Inspection And Acceptance
In the case of a contract for sale by sample there is an implied condition that the buyer shall have a reasonable opportunity of comparing the bulk with the sample. See chapter 5, 56. Where goods are...
-67. Refusal To Accept
The Sale of Goods Act (Ont. s. 36; U.K. s. 36) provides: 36. Unless otherwise agreed, where goods are delivered to the buyer and he refuses to accept them, having the right so to do, he is not bound t...
-Chapter VII. Rights Against The Goods
71. Proprietary remedies of buyer. 72. Rights of unpaid seller. 73. Seller's lien or right of retention. 74. Stoppage in transitu. 75. Sale or pledge by buyer. 76. Re-sale by unpaid seller. ...
-71. Proprietary Remedies Of The Buyer
If an agreement to sell goods is broken by the seller, as the property in the goods has not passed to the buyer, the buyer has only personal remedies against the seller. See chapter 8, where the buyer...
-72. Rights Of Unpaid Seller
The seller's personal remedies against the buyer by way of action for the price of the goods or for damages for non-acceptance are discussed in chapter 8. An unpaid seller may also have certain rights...
-73. Seller's Lien Or Right Of Retention
The particular circumstances in which an 'unpaid seller (as defined in the provision of the statute already quoted) is justified in withholding delivery are defined by the sections of the statute abo...
-74. Stoppage In Transitu
A lien depends upon possession and may be asserted if the buyer is in default, though solvent. On the, other hand a right of stoppage in transitu can arise only after the seller has parted with posses...
-75. Sale Or Pledge By Buyer
The general rule is that the buyer cannot defeat the seller's right of lien or retention or stoppage in transitu by selling or pledging the goods, but the rule is subject to exception in favour of a t...
-76. Re-Sale By Unpaid Seller
If the property in goods has not passed from the seller to the buyer, the seller can of course re-sell and give a good title to the goods to a third person, whether or not the seller's action in re-se...
-Chapter VIII. Actions For Breach Of The Contract
81. Action for the price. 82. Damages for non-acceptance. 83. Damages for non-delivery. 84. Specific performance. 85. Damages for breach of warranty. 86. Interest or special damages. ...
-81. Action For The Price
The rights of the seller enforceable by action against the buyer are personal rights as contrasted with the real rights of an unpaid seller discussed in chapter 7. In some circumstances the seller ma...
-82. Damages For Non-Acceptance
Under the provision of the Sale of Goods Act last quoted (Ont. s. 48, sub-s. 2; U.K. s. 49, sub-s. 2), if the price is payable on a day certain, irrespective of delivery, and the buyer wrongfully negl...
-83. Damages For Non-Delivery
The buyer's proprietary remedies have been referred to in chapter 7, 71. It remains to discuss the buyer's remedies by way of action for damages. Action includes counterclaim or set off. See chapter 9...
-84. Specific Performance
The general rule is that the court will not grant specific performance of contracts relating to personalty - not because of any difference between real and personal property, but because usually damag...
-85. Damages For Breach Of Warranty
The remedies for breach of condition and breach of warranty have been discussed in chapter 5, 54. Under the statutory provisions there referred to, in case of breach of condition the buyer may elect t...
-86. Interest Or Special Damages
The Sale of Goods Act (Ont. s. 53; U.K. s. 54) provides: 53. Nothing in this Act shall affect the right of the buyer or the seller to recover interest or special damages in any case where by law inte...
-Chapter IX. Supplementary Provisions And Definitions
It seems convenient, for the purpose of ready reference, to gather in this final chapter the various general provisions which in the statute appear under the heading Supplementary, as well as the de...









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