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Mercantile Law I LLB2 Course Outline
Mercantile Law I LLB2 Course Outline
Mercantile Law I LLB2 Course Outline
COURSE OUTLINE:
A. Course Description
The law of sales is an extension of the law of contact with roots in the over 900-year-old
mercantile custom and usage. Lex mercantoria (the law merchant). This inquiry into domestic
trade in goods is intended to introduce you to the fundamental knowledge and skills in the area
of sales and related transactions. Trading in goods has been a central part of the social and
economic fabric of Uganda since time immemorial. However, from the time of colonialism
certain changes were introduced in the way, formal commercial transactions were conducted
with the adoption of the Sale of Goods Act (1893) (UK) in the legal regime with necessary
modifications to suit local circumstances. The present course of study seeks to enlighten the
student on the various provisions of the Uganda Sale of Goods and Supply of Services Act,
2017 and its application to daily commercial transactions involving the transfer of property in
goods as well as other kinds of transactions related to the sale of goods, supply of services and
agency.
B. Course Aim
This course is intended to develop knowledge of the legal principles that underlie the everyday
act of buying and selling goods and supply of services from a domestic perspective and provide
students with knowledge and appreciation of key issues relating to the sale of goods and the
law of agency in Uganda. It is also intended to develop skills in the construction of the sale of
goods and supply of services contracts.
C. Course Objectives
After the course, through interactive lectures, discussions, presentations, and research, the
student should be able to:
(i) Develop and understand the origins of Uganda’s law of sale of goods, supply of services
and the related transactions and the law of agency;
(ii) Understand the fundamental principles of the law of sales of goods, supply of services
and the law of agency;
(iii) Distinguish a sales transaction from other commercial transactions that almost resemble
it. i.e. Barter, Bailment, Hire purchase, Agency, conditional sales, Contract of loan on
the security of goods, Contract for the supply of services etc.
(iv) Identify the different participants in sales transactions, their obligations and potential
legal liabilities.
(v) Suggest remedies/ solutions to legal problems/disputes that may arise in the course of
the sale of goods and supply of services transactions;
(vi) Identify gaps in the law and suggest possible reforms in light of the changing local
circumstances and global trends in the sale of goods and supply of services practices.
D. Methodology of Study
Lecture sessions will be points of contact between the lecturer/tutor and the students. Students
are expected to attend lectures, ask questions, discuss and receive guidance for further study
and research. Students are required to read and comprehend the recommended texts and cases
and will be called upon to make presentations in class for discussion.
Reliance on ‘handouts’ from the lecturer is discouraged since the very focus of legal education
at this level is individual or group study to contribute to the discussion in the class that will
enable you to understand, and arrive at new and important realizations on the subject.
A good understanding of market trends in Uganda will also enable an excellent articulation of
views in oral contributions in class, and the ability to incorporate that outlook into your
coursework and examinations will attract high grades.
Coursework assessments and examinations will be given according to the semester schedule.
Coursework contributes 30%, while the final exam contributes 70% to the final grade. You will
receive instructions and assessment criteria before undertaking the coursework.
E. Requirements
The students taking this course should have a good grasp of the law of contract, which is the
foundation of all issues under consideration.
Note: Every student undertaking this course must personally own a copy of the Sale of Goods
and Supply of Services Act, 2017, the Contracts Act, 2010 and a highlighter pen.
The student is advised to meticulously attend to his/her work at all stages of this course of
study. With that caution, diligence and industriousness will be rewarded, while incompetence
will be treated with deserving contempt.
Kashaija Emmanuel, LLM (MUK), LLB (UCU), Dip. LP (LDC) -Lecturer
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F. Faith in teaching
Where applicable we shall explore how, and to what extent Christianity informs aspects of the
course unit. See James 4:13, Mark 11:15-17, and Leviticus 25:14 among others.
G. Course Materials
i) Recommended Reading:
(i) P.S. Atiyah (2005). The Sale of Goods, 11th ed, Pitman, London, UK/ (2000) 10th Edn.
(ii) Robert Lowe (1976), Commercial Law, 5th Edition (London: Sweet & Maxwell)
(iii) K.I Laibuta (2006), Principles of Commercial Law, Law Africa Publishing, Kenya.
(iv) John Joseph Ogola (2005), Business Law, Focus Publishing Ltd, Kenya.
(v) David Kelly, et al (2005). Business Law, 5th ed, Cavendish Publishing Ltd, London.
(vi) Dennis Keenan (2003), Smith and Keenan’s Law for Business,12th ed, Pearson
Longman.
(vii) LS Sealy and RJA Hooley (2003), Commercial Law Text, Cases and Materials, 3rd Ed
(London: LexisNexis Butterworths)
(viii) Keith Abbott et al, (2002), Business Law, 7th ed, Thomson, UK
(ix) Paul Dobson (1997), Charlesworth’s Business Law, 16th Edn, Thomson, Sweet and
Maxwell, London.
(x) Hans-W Michkitz, Jules Stuyck, Evelyne Terryn (2010), Cases Materials and Text on
Consumer Law (Oxford, HartPublishing).
(xi) Fridman, G. (2004), The Sale of Goods in Canada, 5th Edition (Toronto: Carswell)
iii) Websites
1) Uganda Legal Information Institute, www.ulii.org (Decisions of courts of Uganda).
2) British & Irish Legal Information Institute, www.bailii.org (British, Irish & European
Union case law).
Kashaija Emmanuel, LLM (MUK), LLB (UCU), Dip. LP (LDC) -Lecturer
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Money
• Moss v. Hancock [1899] 2 Q.B 111
Classification of Goods
Sections 1 and 6(1) of the Sale of Goods and Supply of Services Act
• Isaac Bishari v. Vitafoam Ltd SCCA 29 of 1992
• Re Wait [1927] 1 Ch 606 Atkin’s judgment
Mere puff
• Smith v. Land & House Property Corporation (1884) 28 Ch. D 7.
• Brown v. Raphael [1958] 2 All E.R. 79
Conditional precedent
• Bannerman v. White (1861) 10 C.B 844
Representation
• Routledge v McKay [1954] 1 WLR 615
• Oscar Chess Ltd v. Williams [1957] 1 WLR 370
c) Warranty that Goods are free of Encumbrances (section 13(2)(a) and (4))
• Official Assignees of Madres v. Mercantile Bank of India [1938] A.C. 287
• North Western Bank Ltd v. John Poynter & Son (1895) A.C 56
e) Implied Condition that Goods shall correspond with the description (S. 14)
• Hwan Sung Industries Ltd v. Tajdin Hussein & 2 Others Civil Appeal No. 08/2008
• Livio Carli & Others v. Salem & Mohamed Ban Bashanfer & Ors [1959] E.A. 701
• PanAfrican Trading Agency v. Chande Bros (1952) EACA 141.
• Abdulla Ali Nathoo v. WaljiHirji [1957] E.A 207
• Varley v. Whipp [1900]1 QB 513
f) Implied Condition that Goods are fit for a particular purpose (S. 15(1) and (2))
• Mable Bakeine v YUASA Investments Ltd (HCCS 136 of 2013) [2014]
• Goustar Enterprises Ltd v. John Kakas Oumo SCCA No. 8 of 2003
• Steveson v. Rogers [1991] 1 ALL ER 613 CA
• Doola Singh & Sons v. Uganda Foundry & Machine Works [1945] 12 EACA 33
• Tehran Europe Co. Ltd v. St Belton Tractors Ltd (1968) 2 Q.B 545
• Ashington Piggeries Ltd v. Christopher Hill Ltd [1972] 2 A.C 441 / [1971]1
All E.R. 847
• Norman v. Overseas Motor Transport [1959] EA 131
• Omer Saleh v. Besse & Co [1960] EA 907.
• Spencer Trading Co Ltd v. Devon (1947)1 ALLER 284.
• Sugar Corporation of Uganda Ltd v. Lawsam Chemical U Ltd [2003]2 E.A 679
• BSS Group Plc v. Makers (UK) Ltd (t/a Allied Services) [2011] EWCA Civ 809
g) Implied Condition that goods be of satisfactory quality (S. 15(3), (4), (5) & (6))
• Grant v. Australian Knitting Mills [1936] AC 85
• Niblett v. Confectioners Materials Co. Ltd. [1921] 3 KB 387
• Bartlet v. Sidney Marcus Ltd [1965] 1 WLR 1013
• Doola Singh & Sons v. Uganda Foundary & Machine works [1945] 12 EACA 33
• Olette v. Jordan (1918) 2 KB 41 p.47 Judge Atkin
i) Quality of materials used in a contract for the supply of services (S. 16)
• Orient Bank Ltd v. Gilfinn Air Conditioning (U) Ltd. (Civil Suit No. 241 of 2015)
• Watson v. Buckley [1940] 1 ALL ER 173
• Lynch v. Thorne [1956]1 WLR 303
• Young and Marten v Macmanus Childs Ltd [1969] 1 AC 454
• Norta Wallpapers v. Sisk and Sons (Dublin) (1977)14 BLR 49
(ii) Transfer of property and title under the contract of sale of goods
Meaning of property, Consequences of the passing of property, Definition of property
Robert Lowe, Commercial Law, pages 193-203
Battersby and Preston (1972) 35 MLR 268
Passing of property
Sale of Goods and Supply of Services Act, sections 22, 23, 24 and 25
General Rule (no one can pass a better title than that which they possessed):
v. Agency
• Stadium Finance Ltd v. Robbins [1962] 2 Q.B 664
• Folkes v. King [1923] 1 K.B 282
• Lloyds Bank v. Bank of America [1988] 2 K.B 147
• Staffs Motor Guarantee v. British Wagon Co [1934] ALL ER 322/ [1934]2 KB 305
• Pearson v. Rose & Young Ltd [1951] 1 K.B 275
• Lee v. Butler [1893] 2 Q.B 318
• Oppenheimer v. Fraser [1907] 1 K.B 50
• Worcester Finance Co. v. Cooden Engineering Co. Ltd [1971]3 WLR 661
• Olds Discount Ltd v Krett (1940) 2 K.B 117
• Cundy v Lindsay (1978) A.C 459
x. Effect of theft or fraud on the title of the owner of converted goods (S. 31)
g. Duties of parties to the contract sale of goods and supply of services. (S. 34)
NB: The duties of the seller above in items (a) to (d) were handled under Part 2 in the (implied
terms and conditions)
i. The Implied condition that goods must be fit for a particular purpose.
m. Remedies (Ss.50, 51, 52, 55, 60, 61, 62, 63, 64, 65 and 66)
Robert Lowe, Commercial Law, pages 232-251
Remedies of the seller
A. Remedies in rem
(a) Unpaid seller’s rights and powers over the goods (Ss. 50 and 51)
• Mubarak Batesaki v Mubarak Magala C.A No. 29 of 2002
• Omer v Besse (1960) E.A 907
(c) Unpaid seller’s right of stoppage in transit (Ss. 55, 56 and 57)
B. Remedies in personam
C. Remedies of Buyer
A. Creation of an Agency
(i) Luxir (Eastbourne) Ltd v Cooper [1941] AC 108.
(ii) Springer v GW Railway (1921) 1 KB 257.
(iii)Prager v Blatspiel (1924)
(iv) Grover & Grover v Mathews (1910), 2KB 40.
(v) Bolton v Lambert (1889), Ch295.
C. Duties of the Agent (Ss. 129, 145, 146, 147, 148, 152)
(i) Lilley v Doubleday (1881), 7 QBD510.
(ii) Marianne Winther v Arbon Langrish & Southern Ltd [1966] EA 292.
(iii) Igben & Oke v Etwarie (1971) 1 NCLR85.
(iv) Turner v Goldsmith (1891) 1 QB544.
(v) London and Joint Stock Bank v Simmons (1892, AC 201.
(vi) Grover & Grover v Mathews (1910), 2KB401.
(vii) Bolton v Lambert (1889), Ch295.
(viii) Lilley v Doubleday (1881), 7 QBD510.