INTRODUCTION
• The law governing the selling of goods is referred to as SOGA
• The act applies to contracts of sale of all types of goods, including
second-hand goods
• Section 9(1) of the SOGA it can be determined by the course of
dealing between parties
• Section 9(2) of the SOGA where the price is not determined, the buyer
must pay a reasonable price
OWNERSHIP/PROPERTY IN GOODS & POSSESSION
• The ownership or property in goods means having the legal title or right
over the goods
• Possession means having physical control over the goods
• Section 2 of the SOGA means every kind of movable property other
than actionable claims and money
DEFINITION
• Sale is a contract under which the property or ownership of the goods
is transferred from the seller to the buyer at the time of contract
• Agreement to sell is which a contract under the transfer of the property
or ownership of the goods is to take place at a future time
• Section 4(4) of the SOGA, an agreement to sell becomes a sale when
the conditions are fulfilled
• Section 4(1) of the SOGA, it is a contract when the seller transfers the
property in goods to the buyer for a price
• Section 4(3) of the SOGA, it includes both sale and an agreement to
sell.
TERMS OF CONTRACT
• Section 12(2) of the SOGA: Conditions is a term that is required in any
contract. The violation of condition contract can then be cancelled,
and the products can be returned. It would allow the other party to
repudiate the contract
• Section 12(3) of the SOGA: The warranty term is an add-on to the
contract's principal purpose. Which party can only sue for damages if
there is a breach of guarantee, but they cannot reject the products or
cancel the contract
IMPLIED TERMS UNDER SOGA
1. Section 14(A), Implied condition as to “title”
2. Section 14(B), Implied Warranty as to Quiet Possession
3. Section 14(C), Implied Warranty as to Free from Encumbrances
4. Section 15, Implied Condition Contract by Description
5. Section 16(A), Implied Condition as to Fitness for Particular Purpose
6. Section 16(B), Implied Condition as to Merchantable Quality
7. Section 17, Implied Condition Sale by Sample
➢ Nemo dat quod non habet – No one can give a better title than he has
SALE OF GOODS himself
➢ Sec. 27, where goods sold by person who is not the owner or consent of
owner, the buyer no better title to the goods than the seller had (to
protect ownership, if goods are stolen and sold, the right of the original
owner is retained)
1) Section 14(A), Implied condition as to “title”
➢ Exceptions to ‘Nemo dat quod non habet’ A seller has no ownership or
▪ The seller must have title/ownership/property in goods to transfer to
authority to sell, but the title transferred to a bona fide buyer
buyer
1) Estoppel
▪ If the seller does not have title, the seller is in breach of the implied
Owner by his conduct makes it appear to the buyer that the person
condition and therefore the buyer can repudiate the contract
who sells the goods has authority to do so and buyer relies on that
▪ Case: Rowland V Divall
conduct, the buyer obtains a good title because the ownership or
authority to sell.
2) Section 14(B), Implied Warranty as to Quiet Possession
▪ Unless a different intention is shown, there is an implied warranty that
2) Sale by mercantile agent
the buyer shall have and enjoy quiet possession of the goods
Second-hand automobile dealer, a broker, or an auctioneer
▪ Case: Microbeads A.G V Vinhurst Road Marking Ltd
3) Sale by one of joint owners
3) Section 14(C), Implied Warranty as to Free from Encumbrances
If one of several joint owners of goods has the sole possession of them
▪ The goods shall be free from any charge or encumbrance in favour of
by permission of the co-owners, the property in the goods in transferred
3rd party not declared or known to the buyer before or at the time
to any person who buys them of such joint owner in good faith and has
when the contract is made
not at the time of the contract of sale notice that the seller has not
▪ Case: Steinke V Edwards
authority to sell
4) Section 15, Implied Condition Contract by Description
4) Sale under a voidable title
▪ The goods shall correspond with the description
When the seller of goods has a voidable title to them, but his title has not
▪ Case: Nagurdas Purshotumdas & Co v. Mitsui Bussan Kaisha Ltd
been avoided at the time of the sale, the buyer acquires a good title to
▪ : Associated Metal Smelters V Tham Cheow Toh
the goods
5) Section 16(A), Implied Condition as to Fitness for Particular Purpose
5) Sale by SELLER in possession after sale
▪ Buyer must beware when making a purchase as to the quality of the
When a person who has sold goods continues or has possession of the
goods purchase
goods or the documents of title to the goods, the delivery/transfer of
▪ Caveat emptor: buyer must beware (if buyer careless to satisfy himself
the goods by that person or by a mercantile agent acting for him under
as to the quality, he cannot sue the seller)
any sale, if any person same good faith has the same effect
▪ Exceptions under section 16 (1)(a)
i) Disclosure of purpose, expressly or impliedly
6) Sale by BUYER in possession after sale
ii) Reliance on seller’s skills & judgement
if a buyer, having bought/agreed to buy goods, obtains possession of
iii) Goods supplied are the kind that seller normally supplies in business
title with the consent of seller, he can pass a good title to a subsequent
iv) The goods were not brought under patent or trade name
buyer acting in good faith
6) Section 16(B), Implied Condition as to Merchantable Quality
▪ Exceptions under section 16 (1)(b) REMEDIES UNPAID SELLER REMEDIES FOR BUYER
Provided that if the buyer has examined the goods, there shall be no
implied condition as regards defect which such examination ought to ❑ Right in personam ❑ Right of Buyer to Bring an Action
have revealed o Failure buyer take delivery for Non-Delivery
o Failure buyer accept goods ❑ Right of Buyer to Bring an Action
7) Section 17, Implied Condition Sale by Sample o Failure buyer pay the goods for Specific Performance
▪ Sec. 17 (2)(a) – bulk must correspond with sample • Right of the seller to sue ❑ Remedies Available to Buyer
▪ Sec. 17 (2)(b) – buyer must be given reasonable opportunity to Breach of Warranty
compare the bulk with sample ❑ Right in rem (seller can) ❑ Buyer’s Action in Tort (individual
▪ Sec. 17 (2)(c) – goods are free from any defect rendering them o Right of lien V individual)
unmerchantable which would not be apparent on reasonable o Right of stoppage in transit
examination of the sample o Right of resale