DIVISION XIV.- MERCANTILE LAW CHAPTER 146. An Act respecting the Sale of Goods. HIS MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Alberta, enacts as follows: Short Title. 1. This Act may be cited as "The Sale of Goods Act." Short title [C.O. 1898, c. 39, s. 1.] Interpretation. 2.-(1) In this Act, unless the context or subject matter Interpretation otherwise requires, (a) "Action" shall include counterclaim and set off; (b) "Buyer" shall mean a person who buys or agrees (c) "Contract of sale" shall include an agreement to (d) "Delivery" shall mean voluntary transfer of pos- (e) "Document of title to goods" shall include any (f) "Fault" shall mean wrongful act or default; (h) "Goods" shall include all chattels personal other things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale; (i) "Property" shall mean the general property in goods and not merely a special property; (j) "Quality of goods" shall include their state or condition; (k) "Sale" shall include a bargain and sale as well as a sale and delivery; (1) "Seller" shall mean a person who sells or agrees to sell goods; (m) "Specific goods" shall mean goods identified and agreed upon at the time a contract of sale is made; (n) "Warranty" shall mean an agreement with reference to goods which are the subject of a contract of sale but collateral to the main purpose of such contract, the breach of which gives rise to a claim for damages but not to a right to reject the goods and treat the contract as repudiated. (2) A thing is deemed to be done "in good faith" within the meaning of this Act when it is in fact done honestly whether it be done negligently or not. (3) A person is deemed to be insolvent within the meaning of this Act who either has ceased to pay his debts in the ordinary course of business or cannot pay his debts as they become due whether he has committed an act of bankruptcy or not. (4) Goods are in a "deliverable state" within the meaning of this Act when they are in such a state that the buyer would under the contract be bound to take delivery of them. [C.O. 1898, c. 39, s. 2.] PART I. Formation of the Contract. Sale and agreement to sell Contract of Sale. 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 money consideration called the price. (2) There may be a contract of sale between one part owner and another. (3) A contract of sale may be absolute or conditional. (4) Where under a contract of sale the property in the goods is transferred from the seller to the buyer the contract is called a sale; but where the transfer of the property in the goods is to take place at a future time or subject to some condition thereafter to be fulfilled the contract is called an agreement to sell. (5) An agreement to sell becomes a sale when the time elapses or the conditions are fulfilled subject to which the property in the goods is to be transferred. [C.O. 1898, c. 39, s. 3.] buy and sell 4. (1) Capacity to buy and sell is regulated by the Capacity to general law concerning capacity to contract and to transfer and acquire property: necessaries to Provided that where necessaries are sold and delivered Sale of to an infant or minor or to a person who by reason of persons mental incapacity or drunkenness is incompetent to con- to contract tract he must pay a reasonable price therefor. incompetent (2) "Necessaries" in this section shall mean goods suitable Necessaries to the condition in life of such infant or minor or other person and to his actual requirements at the time of the sale and delivery. [C.O. 1898, c. 39, s. 4.] Formalities of the Contract. contract of 5. Subject to the provisions of this Act and of any Act Making of in that behalf a contract of sale may be made in writing sale (either with or without seal) or by word of mouth or partly in writing and partly by word of mouth or may be implied from the conduct of the parties: Provided that nothing in this section shall affect the law relating to corporations. [C.O. 1898, c. 39, s. 5.] of sale for 6. (1) A contract for the sale of any goods of the value Contract of fifty dollars or upwards shall not be enforceable by action fty dollars, unless the buyer shall accept part of the goods so sold and and upwards actually receive the same or give something in earnest to bind the contract or in part payment or unless some note or memorandum in writing of the contract be made and signed by the party to be charged or his agent in that behalf. (2) The provisions of this section shall apply to every such contract notwithstanding that the goods may be intended to be delivered at some future time or may not at the time of such contract be actually made, procured or provided or fit or ready for delivery or some act may be requisite for the making or completing thereof or rendering the same fit for delivery. Acceptance Existing or future goods Goods which do not exist Goods perishing before sale but after agreement to sell Ascertainment of price Agreement to sell at valuation (3) There shall be an acceptance of goods within the meaning of this section when the buyer does any act in relation to the goods which recognizes a pre-existing contract of sale whether there be an acceptance in performance of the contract or not. [C.O. 1898, c. 39, s. 6.] Subject Matter of Contract. 7.-(1) The goods which form the subject of a contract of sale may be either existing goods owned or possessed by the seller or goods to be manufactured or acquired by the seller after the making of the contract of sale, in this Act called "future goods.' (2) There may be a contract for the sale of goods the acquisition of which by the seller depends upon a contingency which may or may not happen. (3) Where by a contract of sale the seller purports to effect a present sale of future goods the contract operates as an agreement to sell the goods. [C.O. 1898, c. 39, s. 7.] 8. Where there is a contract for the sale of specific goods and the goods without the knowledge of the seller have perished at the time when the contract is made the contract is void. [C.O. 1898, c. 39, s. 8.] 9. Where there is an agreement to sell specific goods and subsequently the goods without any fault on the part of the seller or buyer perish before the risk passes to the buyer the agreement is thereby avoided. The Price. [C.O. 1898, c. 39, s. 9.] 10. (1) The price in a contract of sale may be fixed by the contract or may be left to be fixed in manner thereby agreed or may be determined by the course of dealing between the parties. (2) Where the price is not determined in accordance with the foregoing provisions the buyer must pay a reasonable price. (3) What is a reasonable price is a question of fact dependent on the circumstances of each particular case. [C.O. 1898, c. 39, s. 10.] 11.-(1) Where there is an agreement to sell goods on the terms that the price is to be fixed by the valuation of a third party and such third party cannot or does not make such valuation the agreement is avoided: Provided that if the goods or any part thereof have been delivered to and appropriated by the buyer he must pay a reasonable price therefor. |