A Complete Account Of The Relevant Sections Of The Sales Of Goods Act 1979

Introduction

Jane is a florist who got her first big project. She wanted to be careful in completing the project, and as a precaution, she went shopping earlier than the original date of the project. She wanted to purchase soil that did not need to be watered frequently under the heat of the sun. Mark, the seller, convinced Jane about the type of soil, and she bought twenty bags. After receiving the goods, Jane planted some flowers in the soil and found that they died within a period of less than three days.

She contacted one of her friends, who told her that the soil was alkaline in nature and that, therefore, only a limited number of plants could grow in it. Her friend also told her that the chalky soil would need to be watered frequently during the summer. Under the same contract, Jane also ordered a hundred brown flower pots. However, only half of them were delivered by Mark. Jane also found the small pebbles to be of low quality. After finding so much non-conformity in her order, Jane contacted Mark by email and indicated her intention to reject the goods. However, Mark told her that she had already waived her right to bring any claim under Sections 12–15. Therefore, Jane is worried about whether she will be compensated for the loss that she has suffered because of Mark’s breach of contract. This assignment provides a complete account of the relevant sections of the Sale of Goods Act 1979.

Analysis

In the case of a breach of contract, the buyer is provided with remedies by the Sale of Goods Act 1979 in various ways, primarily depending on the form of breach. The buyer’s entitlement to remedial action is protected under the law so that the buyer can reject the goods and claim damages for the loss caused by faulty goods. In the context of a breach of a condition, the buyer can either have the goods exchanged or receive monetary damages instead. However, if only a warranty has been breached, the buyer retains only the right to damages.

To understand Jane’s situation, conditions must be distinguished from warranties among the terms of the contract between her and Mark, the seller. Firstly, Jane clarified that she wanted to buy soil that did not need to be watered frequently during the upcoming summer season. This description specified the goods and, thus, became a condition of the contract between the two. Following her description, Mark guided her toward the aisle containing chalky soil and told her that the soil completely fitted her requirements. Thus, he indicated his understanding of the condition. Similarly, the clause concerning the hundred brown pots has two conditions: firstly, the pots must be brown, and secondly, there must be one hundred of them. Likewise, one hundred and fifty bags of small pebbles were required to contain small pebbles and to be one hundred and fifty in number. However, the quality of all these goods is an implied condition.

Having said that, Mark breached conditions of the contract on several occasions. Firstly, he delayed the delivery of the goods. The parties had agreed that the goods would be delivered on 18 June. However, Mark failed to send the fifty remaining brown pots on the prescribed date. Under Section 27 of the Sale of Goods Act 1979,^[1] Mark was obliged to deliver the goods. Failing to do so resulted in a breach of a condition of the contract. On the grounds of this failure, Jane reserves the right either to repudiate the contract as a whole or to reject the goods and claim damages for the loss caused by Mark’s inability to deliver the pots on time.

It has been pointed out that Jane preserves her right to reject the goods under Section 11 of the Act.^[2] Section 35(1) explains that acceptance may be established either by an intimation from the buyer that the goods have been accepted or when the buyer does any act after delivery of the goods that is inconsistent with the ownership of the seller.^[3] However, under Section 34 of the Act, the buyer must be given a reasonable opportunity to confirm the conformity of the goods. In Jane’s case, she opened a bag of soil and used it in her pots; she planted some flowers in it as well. This could indicate acceptance under Section 35(1). Later, she learned through a friend that the soil did not match her requirements. All of this happened within a period of three days.^[4] She retained the right to examine the goods under the applicable provisions. Therefore, upon finding that the goods did not conform to the description provided, Jane may retain a right to reject the goods.

The examination of the goods must be carried out within a reasonable time. Determining this period requires balancing the opposing interests of the buyer and the seller. Therefore, the reasonable time for exercising the right of rejection cannot be shorter than the time required to give the buyer a reasonable opportunity to examine the goods.^[5] Although the time could be extended depending on the dealings between the buyer and the seller, especially if the goods are undergoing repairs, there will generally be one reasonable period for examination rather than different periods for different defects.^[6] In Jane’s case, she received her goods from Mark and examined them. Once she had received the three categories of goods and found that they did not conform to the descriptions provided in the contract, she wrote an email to Mark communicating her decision to terminate the contract by rejecting the goods. This may be acceptable under the law. If she had waited significantly longer, Jane might have lost her right to reject the goods.^[7]

However, the ability to reject is subject to the rules concerning acceptance. If the goods have been accepted, the buyer’s entitlement may be limited; a breach may then be treated as a breach of warranty rather than a breach of condition, and the goods may no longer be rejected. Moreover, Jane had signed a waiver relating to Sections 12 to 15 of the Act ^[8] while signing the contract in haste. Therefore, the effect of that waiver on her claim concerning the bags of pebbles must be considered. Sections 12 to 15 [9] deal with implied terms of the contract. By signing the agreement, Jane may have waived certain rights to bring claims based on implied terms. Therefore, the waiver may affect her ability to reject the bags of pebbles. On the other hand, she may still have a claim relating to the express description of the soil.

Continuing with the discussion of Jane’s waiver of claims under Sections 12 to 15,^[10] the effect of the waiver depends on the legal validity and scope of the contractual term. These sections deal with implied terms, and the legal consequences of a breach depend on the particular term and circumstances.^[11] Therefore, whether Jane can terminate the contract on the basis of the poor quality of the pebbles depends on the applicable contractual and statutory rules. Firstly, fifty of the one hundred and fifty bags did not match the expected quality of the pebbles, and secondly, she had agreed to Mark’s standard terms and conditions. The effect of those terms on her right to bring a claim must therefore be considered.

Upon finding non-conformity in the goods, Jane immediately contacted Mark and communicated her intention to reject them by email. Therefore, the provisions concerning acceptance after a reasonable opportunity to examine the goods must be considered in light of her prompt notification.^[12] Jane may have the right either to terminate the contract, reject part of the goods, or claim damages for the loss that occurred because of the non-conformity of the goods or Mark’s breach of the terms of the contract.

Jane decided to reject the goods. She wrote an email to Mark in this regard and communicated that she wanted to reject them. If the goods are validly rejected, Mark may replace them under the same contract, or the parties may enter into a new agreement and proceed accordingly. Jane may also have a remedy in damages. She shopped at Mark’s shop for the first big project of her professional career. Therefore, her contract with Mark was important to her. She conveyed her requirements concerning the goods clearly to Mark. However, he failed to meet those requirements at various points during the contract.

Firstly, Mark did not deliver the goods on time. He did not deliver half of the small brown pots and explained his inability to do so only when Jane inquired about them. He also failed to notify Jane beforehand of his inability to deliver, despite the fact that he may have known about the shortage in supplies before the delivery date. He promised Jane that he would send the remaining pots within ten days, i.e., by 28 June, whereas Jane needed them by 25 June. In order to avoid any errors in her first big contract, Jane had contracted with Mark for the goods to be delivered on 18^th June. Therefore, delivering the remaining fifty pots ten days after 18^th June was of no use to Jane. She suffered a loss because of Mark’s inability to deliver the goods on time. Under Section 27 of the Sale of Goods Act 1979,^[13] Mark was obliged to make delivery of the goods. Failing to do so may result in a breach of contract by the seller. Therefore, the law may provide Jane with remedial action.

Secondly, Mark did not provide goods conforming to the description in the contract. Jane asked for a specified type of soil. Mark took her to the aisle containing chalky soil and convinced her to buy it by stating that the soil matched what Jane was looking for. He sold her twenty bags of chalky soil and told her that this soil would require less watering in the coming summer. However, Jane tested the soil at home. Her plants died after three days. She consulted a friend who told her that the alkaline nature of the soil limited the number of plants that could be grown in it. The friend further told her that, because of the chalky nature of the soil, it would dry quickly in the summer and require more watering. The applicable provisions of the Sale of Goods Act 1979 require goods supplied under a contract of sale to comply with relevant contractual obligations.^[14] Mark failed to provide the soil as described. This resulted in a breach of contract because he did not follow the conditions of the agreement. Therefore, Jane may be entitled to remedial action under the law.

Lastly, Mark failed to provide the expected quality of the small pebbles ordered by Jane, who had ordered one hundred and fifty bags. This may amount to a breach of warranty or another applicable term under the Act.^[15] After receiving the bags, Jane examined them and found that fifty contained cracked pebbles, i.e., poor-quality goods. However, Jane signed the contract with Mark and agreed to the standard terms and conditions of the business. Therefore, the effect of those terms on any claim concerning the low quality of the small pebbles must be determined. Her entitlement to recover loss caused by the poor quality depends on the validity and scope of the relevant contractual provisions.

However, Jane may still be able to reject some or all of the goods because she examined them within a reasonable time and notified Mark by email. Moreover, two of the three categories of goods are alleged not to conform to important contractual requirements. Therefore, Jane may be eligible to claim damages for the loss she suffered as a consequence of the seller’s breach.^[16] Under Section 51 of the Act,^[17] a buyer may claim damages for non-delivery of goods where the statutory requirements are satisfied. Moreover, the parties are subject to rules relating to mitigation of loss.^[18]

The calculation of damages is subject to rules concerning losses arising in the ordinary course and losses arising under special circumstances. For instance, in one case, the claimant had to keep his mill idle because the defendant breached the contract, and the claimant suffered financial loss.^[19] The amount of damages may be calculated by reference to the market rate in appropriate cases. The parties may also bear risks associated with movements in the market.^[20] Thus, in Jane’s case, she may decide to claim damages and proceed with another seller, or she may seek to repudiate the contract if the breach is sufficiently serious and the law permits it.

Conclusion

Jane ordered twenty bags of specified soil, one hundred brown flower pots, and one hundred and fifty bags of small pebbles from Mark’s shop. However, Mark did not deliver all the goods on time. He did not deliver half of the brown pots and explained his inability to do so only when Jane inquired about them. He also failed to notify Jane beforehand, despite the fact that he may have known about the shortage in supplies before the delivery date. Moreover, Mark did not provide soil conforming to the contractual description; instead, he supplied another type of soil that did not match the stated requirements. These actions may amount to breaches of the contract of sale and the applicable provisions of the Sale of Goods Act 1979.

Mark also failed to provide the expected quality of the small pebbles ordered by Jane. This may amount to a breach of an applicable term under the Act.^[21] However, Jane signed the contract with Mark and agreed to the standard terms and conditions of the business. Therefore, the effect of those terms on her claim concerning the low quality of the pebbles must be considered. She may also be able to exercise remedies under Section 51 of the Act [22] in relation to non-delivery if the statutory requirements are met. She signed a waiver relating to claims under Sections 12 to 15. However, other remedies under the Act may remain available depending on the validity and scope of the waiver and the nature of the breaches.

References

Case Laws

Clegg v Olle Andersson (T/A Nordic Marine) [2003] 1 All ER (Comm) 721

Hadley v Baxendale (1854) 9 Ex 341

Jones v Gallagher (T/A Gallery Kitchens and Bathrooms) [2004] EWCA Civ 10

Kaines (UK) Ltd v Osterriechische Warrenhandelsgesellschaft [1993] 2 Lloyd’s Rep 1

Surrey County Council v Bredero Homes Ltd [1993] 3 All ER 705

Truk (UK) Ltd v Tokmakidis GmbH [2000] 2 All ER (Comm) 594

White & Carter (Councils) Ltd v McGregor [1962] AC 413

Acts

Sale of Goods Act 1979, s 11

Sale of Goods Act 1979, s 12-15

Sale of Goods Act 1979, s 27

Sale of Goods Act 1979, s 34(4)

Sale of Goods Act 1979, s 35(1)

Sale of Goods Act 1979, s 51

Sale of Goods Act 1979, s 53(3)

1. Sale of Goods Act 1979, s 27. ↑
2. Sale of Goods Act 1979, s 11. ↑
3. Sale of Goods Act 1979, s 35(1). ↑
4. Truk (UK) Ltd v Tokmakidis GmbH [2000] 2 All ER (Comm) 594 ↑
5. Clegg v Olle Andersson (T/A Nordic Marine) [2003] 1 All ER (Comm) 721 ↑
6. Truk (UK) Ltd v Tokmakidis GmbH [2000] 2 All ER (Comm) 594 ↑
7. Jones v Gallagher (T/A Gallery Kitchens and Bathrooms) [2004] EWCA Civ 10 ↑
8. Sale of Goods Act 1979, s 12-15 ↑
9. Id. ↑
10. Id. ↑
11. Jones v Gallagher (T/A Gallery Kitchens and Bathrooms) [2004] EWCA Civ 10 ↑
12. Sale of Goods Act 1979, s 34(4) ↑
13. Sale of Goods Act 1979, s 27 ↑
14. Sale of Goods Act 1979, s 27 ↑
15. Sale of Goods Act 1979, s 53(3) ↑
16. Surrey County Council v Bredero Homes Ltd [1993] 3 All ER 705 ↑
17. Sale of Goods Act 1979, s 51 ↑
18. White & Carter (Councils) Ltd v McGregor [1962] AC 413 ↑
19. Hadley v Baxendale (1854) 9 Ex 341 ↑
20. Kaines (UK) Ltd v Osterriechische Warrenhandelsgesellschaft [1993] 2 Lloyd’s Rep 1 ↑
21. Sale of Goods Act 1979, s 53(3) ↑
22. Sale of Goods Act 1979, s 51 ↑

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