General S. 61. Principal and agent, fraud on. SECT. 1.-The Scope of the Sale of Goods Act. (a) Generally. THE Sale of Goods Act, 56 & 57 Vict. c. 71 (a), has to a very great extent codified the law relating to the sale of goods, as previously gathered from some hundreds of decisions and two or three comparatively unimportant statutory enactments, such as the 17th section of the Statute of Frauds (ante, p. 102), and some scores of decisions thereon. The Act contains few patent alterations of the law. (b) Continuance of Common Law Rules, and particular Statutes. Like its predecessors in codifying, the Bills of Exchange Act, 1882, and the Partnership Act, 1890, the Sale of Goods Act is not exhaustive, the 61st section of the Act declaring that— (1) The rules in bankruptcy relating to contracts of sale shall continue to (a) The Act, by s. 63, came into operation on 1st January, 1894, and did not receive the royal assent till 26th February, 1894; but by s. 64 it may be cited as "The Sale of Goods Act, 1893." and the effect of fraud, misrepresentation, duress or coercion, mistake, CH. XIII. s. 1. or other invalidating cause, shall continue to apply to contracts for the Scope of Sale sale of goods. of Goods Act. (3) Nothing in this Act or in any repeal effected thereby shall affect the Bills of sale. enactments relating to bills of sale, or any enactment relating to the Special acts. sale of goods which is not expressly repealed by this Act. (4) The provisions of this Act relating to contracts of sale do not apply to Mortgages, &c. any transaction in the form of a contract of sale which is intended to operate by way of mortgage, pledge, charge, or other security. (5) Nothing in this Act shall prejudice or affect the landlord's right of Hypothec in hypothec or sequestration for rent in Scotland. These general savings are very wide. Scotland. Observations Savings by The principal rules in bankruptcy, saved by sub-s. 1, may be on the General found in ss. 37, 44 (2), 48 and 55 of the Bankruptcy Act, 1883, s. 61. 46 & 47 Vict. c. 52. &c. The general saving for the rules of the common law, including the Rules of law merchant, and the law of principal and agent, fraud, misrepre- common law, sentation, duress, mistake," or other invalidating cause," is a very comprehensive and indefinite one. As to principal and agent, see ante, Ch. IX. and post, Ch. XIX. s. 5. As to mistake, see post, Ch. XXVII. As to avoidance of contract for illegality, see post, p. 384, and Ch. XXI. The specific savings for the Bills of Sale Acts and "any Bills of sale. enactment relating to the sale of goods" not expressly repealed by the Sale of Goods Act itself, are very comprehensive too, but being savings for statute law only are definite. The Bills of Sale Acts are the Bills of Sale Acts, 1878, 1882, 1890, and 1891, the Act of 1878 requiring and regulating registration of instruments authorizing the seizure of personal chattels as security for money, and the Act of 1882 requiring, amongst other things, that such instruments must be in a particular form scheduled to that Act. Amongst the numerous other enactments relating to the sale of goods not expressly repealed by the Sale of Goods Act, may be mentioned the Sale of Food and Drugs Acts, passed for the prevention of adulteration, the Chain Cables and Anchors Acts, passed to ensure the strength of chain cables, and s. 182 of the County Courts Act, 1888, whereby no action may be brought in any Court for the price of beer consumed on the premises where sold. The principal contracts intended to operate by way of mortgage, Mortgages, &c. pledge, &c., which are referred to and saved by sub-s. 4, appear to be those which are dealt with by the Factors Act, 1889, or the Pawnbrokers Act, 1872. The Scotch law of hypothec is like the law of distress. Hypothec. CH. XIII. s. 1. Scope of Sale of Goods Act. Application of Repeals effected by the Act. "Action." "Bailee." "Buyer." "Contract of sale." "Delivery." "Document of title to goods." "Factors Acts." "Fault." "Future goods." "Goods." (c) Scotland and Ireland. The Act applies to the whole of the United Kingdom with a few savings (see ss. 4 (4), 11 (2), 52, 59, 61 (5), for the Scotch law, of which s. 4 (4) as to the sale of goods for 10l. or more is the most important). The Statute of Frauds neither did nor does apply in Scotland, and the provisions of the 4th section of the Act, which re-enacts the 17th section of the Statute of Frauds (copied in s. 13 of the Irish Statute of Frauds, 7 Will. 3, c. 12, which is not repealed by the Act), requiring sales for 10l. or more to be in writing, do not apply in Scotland either. (d) Repeals effected by the Act. The only enactments expressly repealed by the Act (s. 60) are :— An Act against brokers, already repealed as to Great Britain by the Pawnbrokers Act, 1872.-Sects. 15 and 16 of the Statute of Frauds (commonly cited as ss. 16 and 17, reproduced in s. 26, p. 373, and in s. 4 (1), p. 364).— Sect. 7 of 9 Geo. 4, p. 14, reproduced in s. 4(2), p. 364.-Sects. 1-5 of the Mercantile Law Amendment (Scotland) Act, 1856.-Sects. 1 and 2 of the Mercantile Law Amendment Act, 1856, reproduced in s. 26, p. 373, and s. 52, p. 382. (e) Definitions. The following is the interpretation clause of the Act (s. 62): (1) "Action" includes counterclaim and set-off, and in Scotland condescendence and claim : "Bailee" in Scotland includes custodier: 66 Buyer" means a person who buys or agrees to buy goods: "Defendant" includes in Scotland defender, respondent, and claimant in a multiple poinding: "Delivery" means voluntary transfer of possession from one person to another: "Document of title to goods" has the same meaning as it has in the Factors Acts: [i.e., it includes any bill of lading, order for delivery of goods, &c.: see p. 266 (m) for full definition]. "Factors Acts" mean the Factors Act, 1889, the Factors (Scotland) Act, 1890, and any enactment amending or substituted for the same : "Fault" means wrongful act or default: "Future goods" mean goods to be manufactured or acquired by the seller after the making of the contract of sale : "Goods" include all chattels personal other than things in action and money, and in Scotland all corporeal moveables except money. The term includes emblements, industrial growing crops, and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale: "Lien" in Scotland includes right of retention : “Plaintiff” includes pursuer, complainer, claimant in a multiple poinding, and defendant or defender counterclaiming : "Property" means the general property in goods, and not merely a special CH. XIII. s. 1. property: Scope of Sale of Goods Act. "Sale." "Seller." "Sale" includes a bargain and sale as well as a sale and delivery : "Seller" means a person who sells or agrees to sell goods : "Specific goods" means goods identified and agreed upon at the time a con- " tract of sale is made: 'Specific goods." "A warranty," as regards England and Ireland, means an agreement with "Warranty." 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 : As regards Scotland, a breach of warranty shall be deemed to be a failure to perform a material part of the contract. (2) A thing is deemed to be done in "good faith" within the meaning of this "Good faith." Act when it is in fact done honestly, whether it be done negligently or not. (3) A person is to be deemed insolvent within the meaning of the Act who "Insolvent." 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 bank ruptcy or not, and whether he has become a notour bankrupt or not. (4) Goods are in a "deliverable state" within the meaning of this Act when "Deliverable they are in such a state that the buyer would under the contract be bound to state." take delivery of them. (f) Horses and other Animals. Horses and other domestic animals of all kinds are included in Animals. the term "personal chattels," and are therefore included in the Act under the term "goods." The sale of horses is additionally Horses. SECT. 2.-The Text of the Sale of Goods Act. The Sale of Goods Act contains 64 sections only. The interpretation, repealing, and saving clauses, which should be studied previously to studying the Act, though they are placed by the Legislature at the end of it, have been already dealt with. The remaining sections now follow in their order. Contract of Sale. 1.—(1) A contract of sale (b) of goods (b) is a contract where by the "Sale.” seller transfers, or agrees to transfer, the property in goods to the buyer for a money consideration, called the "price" (c). 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 Agreement transferred from the seller to the buyer the contract is called a (b) For definition, see s. 62 (1), p. 362, (c) As to price, see further, s. 8. ante. to sell. CH. XIII. s. 2. "sale"; but where the transfer of the property in the goods is to take Text of Sale of place at a future time (d), or subject to some condition thereafter Goods Act (ss. 1-4). Capacity to buy and sell. "Necessaries" for infant, lunatic, or drunkard. Contract of sale, how made. Corporations. Contract of sale for ten pounds or upwards. 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 (e), and to transfer and acquire property. Provided that where necessaries (ƒ) are sold and delivered to an infant or minor (g), or to a person who by reason of mental incapacity (h) or drunkenness (i) 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. 3. Subject to the provisions of this Act (j) and of any statute in that behalf, a contract of sale may be made in writing (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 (k). 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 (m) of the contract be made and signed (n) 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 (0). (d) As to time, see further, ss. 10 and 56, post. (e) See as to incapacity of lunatics, infants, and others, Ch. VII., ante; and as to capacity of married women to bind their separate property, see Ch. VIII., ante. (f) See Ch. VII., s. 4, ante. (g) I.e., a person under 21 years of (h) See Ch. VII., s. 2. (j) See s. 4, infra, and s. 61 (3), ante, p. 361. (k) See Ch. IX., ss. 4 and 5, ante. (7) But the contract is not made void, nor was it by the words "shall not be allowed to be good" of the Statute of Frauds see Britain v. Rossiter (1879), 11 Q. B. D. 123, C. A. (m) See cases on s. 4 of the Statute of Frauds, ante, p. 105. (n) The signature may be by mark, initials, or print; see ante, p. 107. (0) The first two sub-sections of s. 4 |