PREFACE

The English" Sale of Goods Act, 1893" (56 and 57 Vict., C. 71), as drafted by Judge M. D. Chalmers, was enacted in 1893, and "endeavored to reproduce as exactly as possible the existing law....; the conscious changes effected in the law have been very slight " and it "is consequently in the main a statement of the American Law also."2 Using this Act as a basis, the Commissioners on Uniform State Laws prepared a draft of a bill on the sale of personal property, which has been enacted by the General Assembly of the State of Connecticut, and the legislatures of several other states, substantially as presented by the commissioners.

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Scope and Purpose of the Act.-The Act is, in the main, declaratory of the principles of the common law; but if that were its only purpose it would be unnecessary; for among an essentially mercantile people the law of sales could not have failed to receive ample expression. Its general purpose, as expressed in section 74, post, is "to make uniform the law of those states which enact it;" that is, to establish, in co-operation with other states, a code of uniform rules of construction of contracts for the transfer of title of certain classes of personal property called "Goods,” and defined in the Act. Since the common law of the several states vary somewhat, which constitutes the necessity for the Act,the Act itself will vary somewhat from the common law of each state, and the unification of that law implies a modification thereof in some particulars to effectuate the purpose. The Act adopts those rules which seem to be most consistent with sound public policy, and, at the same time, to make the most harmonious whole. It is part of the purpose of this work to point out these variances.

1. Chalmers' "Sale of Goods Act," p. VIII.

2. Benjamin on Sales, 7th Am. Ed., p. VI.

3. The following six States have now (January 1, 1909), passed the uniform Sales Act: Arizona, Connecticut, Massachusetts, New Jersey, Ohio, Rhode Island.

4. "Sale is a consensual contract and the act does not seek to prevent the parties from making any bargain they please. Its object is to lay down clear rules for cases where the parties either formed no intention or failed to express it." Chalmers' Sale of Goods Act, p. IX.

Inasmuch, however, as the Act is substantially the English Act, which is declaratory of the English common law, from which the common law of Connecticut has its being, with very few divergencies, it follows that it will modify our common law comparatively little, and those modifications will be shown in the notes. The authorities, English and American cited, will enable the scholarly lawyer readily to find an exhaustive discussion of the fundamental principles and the philosophy of the Act, which is quite indispensable to its correct interpretation. While the decisions cited are not exhaustive for other states than Connecticut, it is hoped that they will be found to be comprehensive.

The Act does not assume to cover the entire field of the law affecting sales; e. g., it deals only with the contract or sale as a consumated fact, and does not apply to negotiations leading up to the contract, transactions, agreements, or promises which are liable to be defeated by the incapacity or other infirmities of the parties, the failure of consideration, the non-existence or illegality of the subject matter, lack of mutual assent or meeting of the minds, or other causes. Thus capacity of the parties is expressly left to the general law of capacity to contract by the provisions of section 2. A sufficient consideration is assumed; existence of the subject matter is assumed except so far as to provide for the contingency of its destruction or deterioration without the knowledge of the parties (Secs. 7 and 8).

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The rules of law and equity relating to the liability of parents for necessaries furnished to minor children, or the husband's liability for necessaries furnished to his wife, whether resting upon an agency implied by the circumstances or arising out of a duty imposed by law; the agency of the wife for her husband within the domestic domain, inferred from the martial relation during co-habitation; principal and agency, fraud, mistake, misrepresentation, duress, bankruptcy, "or other invalidating causes (Sec. 73); warranties in sales by public officers (Sec. 14); or judicial decrees (Sec. 23); fraud in the retention of goods by the

5. For parents' liability for necessaries which is not in terms provided here, see 2 Page on Contracts, § 835; 1 Mechem on Sales, § 186.

6. The husband's liability for necessaries furnished his wife is not provided for in this act, and consequently remains governed by the law

as it stood at the time of the enactment of this statute, which is clearly annunciated by Justice Prentiss of the Connecticut Supreme Court, in FitzMaurice v. Buck, 77 Conn. 390. See, also, Peck's Husband and Wife; 2 Page on Contracts, § 834; 1 Mechem on Sales, § 181, et seq.

vendor after sale (Sec. 26); the award of interest or special damages (Sec. 70); or "any case not provided for in this Act" (Sec. 73), continue to apply.

In short, the completed contract is assumed as the starting point and matters leading up to that point are left to the law as it existed at the time of the enactment of the statute. The Act applies only to the transfer of title from the seller to the buyer and relevant matters.

The Act, of course, must be read in connection with other existing laws, both unwritten and statutory; e. g., the statutes regulating sales upon condition that the title shall remain in the vendor upon delivery of possession to the vendee until the performance of certain conditions precedent, and statutes regulating sales by a retail dealer at one transaction of his entire stock, both of which have been deemed of sufficient importance to be appended to this Act; the Federal statute regulating the manufacture, sale or transportation of adulterated, mis-branded, poisonous or deleterious foods, drugs, medicines or liquors which form a part of interstate commerce, known as the "Food and Drugs Act, June 30, 1906," and the state statute on the same subject (Pub. Acts, 1907, Ch. 255); the Federal statute regulating the inspection and traffic in meats and animals, (34 Statutes at Large, Ch. 3913), the state statutes regulating the sale of game, intoxicating liquors, poisons, etc., sales by itinerant vendors, hucksters or junk dealers, ordinances requiring licenses to deal in certain class of commodities,

etc.

Mode of Treatment. The object sought to be attained in the preparation of this work is its utility, and the arrangement of the text of the Act and the notes is that which is believed best to secure that object. The principles of law are stated positively without argument or effort to vindicate the position taken. No attempt has been made to deduce or justify legal principles. The purpose has not been to write a philosophical treatise, but to provide a convenient working tool for busy practitioners,--an index

7. Contracts on sale in violation of the inspection laws are invalid and unenforcible, § 73, p. 747, post; 1 Page on Contracts, § 334; Richmond v. Foss, 77 Me. 590; Granger v. Illsley, 68 Mass. (2 Gray) 521; Miller v. Post, 83 Mass. (1 Allen) 434; Libby v. Downey, 87 Mass. (5 Allen) 299; Sawyer v. Smith, 109 Mass. 220;

Prescott v. Battersby, 119 Mass. 285. 8. Sales, both executed and executory, in violation of the law requiring a license, are void and unenforcible. Sec. 73, post; 1 Page on Contracts, § 333; Johnson v. Jennings, 72 Mass. 349; Puckett v. Fore, 77 Miss. 391; Singer Mfg. Co. v. Draper, 103 Tenn. 262.

which will point them the shortest route to authorities supporting, distinguishing, explaining, and applying the rules of law laid down in the Act, and noting the rules of the common law which have been abrogated or modified. The aim has been to state the principles of law in the body notes in the briefest and most concise way and to let the applications, variations and limitations be shown by copious quotations from the decisions of the courts given in the foot-notes, which furnish also the largest possible number and widest range of illustrations.

Sales of personal property have been so hedged about by statutes in the several states to remedy local abuses or conditions that the decisions must be read with care to avoid overlooking this element in the decision, which may be controlling. Owing to the recent enactment of the Act, there have been no adjudications of cases under it, and except for the few decisions under the very similar English Act, we have no direct authority. Since the Act is almost wholly declaratory, however, adjudications made under the common law, before its enactment, and in other jurisdictions, serve for its interpretation, and are practically authoritative of the declaratory portions.

The Act is a statement of the general principles of the law of sales. The order of treatment follows the general order established by Blackburn, and adopted by the learned writers since. It fixes the order for this work.

Conditional Sales Act and Sales in Bulk Act.-It is to be noticed that while the Sales Act is a code of rules of construction, the conditional Sales Act and the Sales-in-Bulk Act establish conditions precedent to the making of contracts valid against creditors and bona fide subsequent purchasers.

New Haven, Conn., May 1, 1909.

JOHN ELLIOTT.