3. Contract of sale, how made.

4. Contract of sale for ten pounds and upwards.

Subject matter of Contract.

5. Existing or future goods.

6. Goods which have perished.

7. Goods perishing before sale but after agreement to sell.

EFFECTS OF THE CONTRACT.

Transfer of Property as between Seller and Buyer.

16. Goods must be ascertained.

17. Property passes when intended to pass.

18. Rules for ascertaining intention.

19. Reservation of right of disposal.

20. Risk primâ facie passes with property.

Section.

Transfer of Title.

21. Sale by person not the owner.

22. Market overt.

23. Sale under voidable title.

24. Revesting of property in stolen goods on conviction of offender. 25. Seller or buyer in possession after sale.

26. Effect of writs of execution.

PART III.

PERFORMANCE OF THE CONTRACT.

27. Duties of seller and buyer.

28. Payment and delivery are concurrent conditions. 29. Rules as to delivery.

30. Delivery of wrong quantity.

31. Instalment deliveries.

32. Delivery to carrier.

33. Risk where goods are delivered at distant place.

34. Buyer's right of examining the goods.

35. Acceptance.

36. Buyer not bound to return rejected goods.

37. Liability of buyer for neglecting or refusing delivery of goods.

Re-sale by Buyer or Seller.

47. Effect of sub-sale or pledge by buyer.

48. Sale not generally rescinded by lien or stoppage in transitu.

PART V.

ACTIONS FOR BREACH OF THE CONTRACT.

49. Action for price.

Remedies of the Seller.

50. Damages for non-acceptance.

Section.

Remedies of the Buyer.

51. Damages for non-delivery.

52. Specific performance.

53. Remedy for breach of warranty.

54. Interest and special damages.

PART VI.

SUPPLEMENTARY.

55. Exclusion of implied terms and conditions.

56. Reasonable time a question of fact.

57. Rights and duties under Act enforceable by action.

58. Auction sales.

59. Payment into court in Scotland when breach of warranty alleged. 60. Repeals.

61. Savings.

62. Interpretation of terms.

63. Commencement.

64. Short title.

SCHEDULE.

A.D. 1893.

Chapter 71.

An Act for codifying the Law relating to the Sale of Goods. [20th February 1894.]

BE

E it enacted by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:

Sale and agreement to sell.

Capacity to buy and sell.

PART I

FORMATION OF THE CONTRACT.

Contract of Sale.

1.-(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. There may be a contract of sale between one part owner and another.

(2.) A contract of sale may be absolute or conditional.

(3.) 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.

(4.) 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.

2. Capacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property.

Provided that where necessaries are sold and delivered to an infant, or minor, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, he must pay a reasonable price therefor.

Necessaries in this section mean goods suitable 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.

Formalities of the Contract.

made.

3. Subject to the provisions of this Act and of any statute in that Contract of behalf, a contract of sale may be made in writing (either with or without sale, how 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.

4.-(1.) A contract for the sale of any goods of the value of ten pounds or upwards shall not be enforceable by action unless the buyer shall accept part of the goods so sold, and 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 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.

(3.) There is an acceptance of goods within the meaning of this section when the buyer does any act in relation to the goods which recognises a pre-existing contract of sale whether there be an acceptance in performance of the contract or not.

(4.) The provisions of this section do not apply to Scotland.

Subject matter of Contract.

Contract of

sale for ten pounds and upwards.

5.-(1.) The goods which form the subject of a contract of sale may Existing or be either existing goods, owned or possessed by the seller, or goods to be future goods. 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.

6. 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.

7. 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

8.-(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. What is a reasonable price is a question of fact dependent on the circumstances of each particular case.

Goods which

have perished.

Goods perishing before sale, but after

agreement to sell.

Ascertainment of price.

valuation.

9.-(1.) Where there is an agreement to sell goods on the terms that Agreement the price is to be fixed by the valuation of a third party, and such third to sell at 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.

Stipulations as to time.

When condition to be treated as warranty.

Implied undertaking as to title, &c.

Sale by description.

(2.) Where such third party is prevented from making the valuation by the fault of the seller or buyer, the party not in fault may maintain an action for damages against the party in fault.

Conditions and Warranties.

10.-(1.) Unless a different intention appears from the terms of the contract, stipulations as to time of payment are not deemed to be of the essence of a contract of sale. Whether any other stipulation as to time is of the essence of the contract or not depends on the terms of the contract.

(2.) In a contract of sale month.

month means primâ facie calendar

11. (1.) In England or Ireland-
(a.) Where a contract of sale is subject to any condition to be
fulfilled by the seller, the buyer may waive the condition, or
may elect to treat the breach of such condition as a breach of
warranty, and not as a ground for treating the contract as
repudiated :

(b.) Whether a stipulation in a contract of sale is a condition the
breach of which may give rise to a right to treat the contract
as repudiated, or a warranty, the breach of which may give rise
to a claim for damages but not to a right to reject the goods and
treat the contract as repudiated, depends in each case on the
construction of the contract. A stipulation may be a condition,
though called a warranty in the contract:

(c.) Where a contract of sale is not severable, and the buyer has accepted the goods, or part thereof, or where the contract is for specific goods, the property in which has passed to the buyer, the breach of any condition to be fulfilled by the seller can only be treated as a breach of warranty, and not as a ground for rejecting the goods and treating the contract as repudiated, unless there be a term of the contract, express or implied, to that effect.

(2.) In Scotland, failure by the seller to perform any material part of a contract of sale is a breach of contract, which entitles the buyer either within a reasonable time after delivery to reject the goods and treat the contract as repudiated, or to retain the goods and treat the failure to perform such material part as a breach which may give rise to a claim for compensation or damages.

(3.) Nothing in this section shall affect the case of any condition or warranty, fulfilment of which is excused by law by reason of impossibility or otherwise.

12. In a contract of sale, unless the circumstances of the contract are such as to show a different intention, there is

(1.) An implied condition on the part of the seller that in the case of a sale he has a right to sell the goods, and that in the case of an agreement to sell he will have a right to sell the goods at the time when the property is to pass:

(2.) An implied warranty that the buyer shall have and enjoy quiet possession of the goods:

(3.) An implied warranty that the goods shall be free from any charge or encumbrance in favour of any third party, not declared or known to the buyer before or at the time when the contract is made.

13. Where there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the description; and if the sale be by sample, as well as by description, it is not sufficient that the bulk of the goods corresponds with the sample if the goods do not also correspond with the description.