“Sale of Goods Act 1979”的意思、由来-开放百科全书

The Sale of Goods Act 1979 (c 54) is an Act of the Parliament of the United Kingdom which regulated English contract law and UK commercial law in respect of goods that are sold and bought. The Act consolidated the original Sale of Goods Act 1893 and subsequent legislation, which in turn had codified and consolidated the law. Since 1979, there have been numerous minor statutory amendments and additions to the 1979 Act. It was replaced for consumer contracts from 1 October 2015 by the Consumer Rights Act 2015(c 15) but remains the primary legislation underpinning B2B transactions for selling / buying goods{{citation needed|date=March 2017}}.

The Act implied to contracts where property in 'goods' were transferred or agreed to be transferred for a monetary consideration,^[2] in other words: where property (ownership) in personal chattels was sold.

Part II, contract formation

Sections 2 to 15B concern how a contract is formed and, in particular, contains standardised implied terms in all contracts for sale.

Section 3(2) provides that if goods are sold and delivered to minors^[3] or those mentally incapacitated^[4] the minor will be liable to pay a reasonable price if the goods are necessaries. Necessaries are goods suitable to the persons' condition of life and actual requirements at the time of contracting. Under sections 6 and 7, concerning specific goods that perish, a contract is void where they perish before and avoided where they perish after contract formation.^[5] (See Mistake (contract law)). Under section 8(2) the price is a money consideration given in exchange for property in goods. If the price, or means to ascertain a price, is not agreed, the buyer will be required to pay a reasonable price.^[6]

Breach of these terms by the seller may give rise to an action for damages, and in the case of those terms which are also conditions, termination of the contract. Where the slightness of the breach renders it unreasonable for a non-consumer buyer to reject the goods, for breach of the implied terms as to description, quality or fitness or sample, then the buyer can only claim damages for a breach of warranty.^[7] This amendment moderates the traditionally strict approach of English Law to contractual breach in a commercial context.

Section 12 incorporates into the contract a term that the seller either has legal title to the property to be sold or that he will have title at the time when property is to pass. Section 13(1) provides that where the buyer is sold goods by description, the goods must correspond with this description. Harlingdon v Christopher Hull^[8] held that this implied term may only be breached if the buyer relied upon the description. Therefore, if the buyer is an expert, reliance may not be established.

Section 14 states that terms are implicitly about quality and title and are only relevant where the seller is acting in the course of a business. There is no requirement as to the status of the buyer. The phrase "in the course of a business" has received much judicial consideration. Some judges have applied definitions found in other acts, but the recent case of Stevenson v Rogers^[9] gives a wide definition to this requirement. It will encompass activity which is ancillary or loosely related to the business of a company. To use Richards'^[10] example, a bank that sells a company car will be acting in the course of a business.

Under section 15, when goods are bought by bulk and the buyer has tested or examined a small number of those goods, the seller is obliged to make sure that every item in the bulk corresponds with the quality of the sample tested or examined.^[16]

Part III, effects of the contract

Sections 16 to 26 concern a contract's effects, and in particular the transfer of property and title. Under section 16, property (ownership) cannot pass unless the goods are ascertained (the actual goods to be sold are identified).^[17] Section 18 provides presumptions to determine when property will pass, both for specific goods (ascertained at the time of the contract) and goods unascertained at the time of contracting. These 'rules' can be excluded by contrary implication or express agreement.

Part IV, contract performance

Sections 27 to 39 concern performance of the contract. Under section 29, concerning the place of transfer, where location is not stipulated, the buyer must collect the goods at the sellers' place of business.^[20] The seller must be prepared to deliver them to the entrance of his place of business. If the contract was concluded by a means of communication at a distance and the buyer is a consumer, this provision is disapplied and the Consumer Protection (Distance Selling) Regulations 2000 apply instead. However, it is changed today and what applies is The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Part V, rights of unpaid seller

Within six months, beginning at the time at which the goods were delivered, the buyer can require the seller to repair the goods, reduce the price, or rescind (revesting property and requiring the return of any payment) the contract where the buyer successfully claims that the goods were not in accordance with the contract at the time of delivery.^[21] The seller can defeat this claim if (a) "it is established that the goods did so conform" at the time of delivery, or (b) the measure is "incompatible with the nature of the goods or the nature of the lack of conformity.^[22]

Part VI, Actions for contract breach

Part VII, supplementary

Terms from the Sale of Goods Act will not be incorporated into the contract where they have been expressly excluded, or express terms conflict with them.^[26] These exclusions may be invalid under common law, the Unfair Contract Terms Act 1977, or in consumer cases the Unfair Terms in Consumer Contracts Regulations 1999. If the term excluding these implied terms is struck out, the implied term will be effective.

Under the Unfair Contract Terms Act 1977, section 12 may never be excluded, and sections 13 to 15 may never be excluded where the buyer is a consumer.^[27]

Future prospects

The 1979 Act was preceded by the original Sale of Goods Act 1893, a statute drafted by Sir Mackenzie Chalmers, (who also wrote the Marine Insurance Act 1906). The success of both the 1893 and 1979 statutes was largely down to their conciseness and to Sir Mackenzie's clarity of expression. In the 1990s, a number of short statutes were passed to amend the 1979 Act, and a new updated and consolidated Act is considered to be overdue.

See also

Notes

1. ^The Sale of Goods Act 1979, section 64(2)
2. ^Sale of Goods Act 1979 s2(1).
3. ^Under Scots law this aspect is now regulated by the Age of Legal Capacity (Scotland) Act 1991
4. ^In England and Wales this aspect is now regulated under the Mental Capacity Act 2005.
5. ^s6, 7.
6. ^s8(2).
7. ^s15A, as added by the Sale of Goods Act 1994 s4(1).
8. ^Harlingdon & Leinster Enterprises Ltd v Christopher Hull Fine Art Ltd [1990] 1 All ER 737
9. ^[1999] 1 All ER 613, distinguished from R & B Customs Brokers & Co. v. United Dominions Trust [1988] 3 All ER 831; and affirmed byFeldaroll Foundry plc v. Hermes Leasing Ltd. [2004] EWCA Civ 747.
10. ^P Richards, Law of Contract, (7th edn London, Pearsons 2006) 124
11. ^As substituted by the Sale of Goods Act 1994 s 1.
12. ^s 14(2A), as added by the Sale of Goods Act 1994 s 1.
13. ^[1987] 2 All ER 220.
14. ^s 14(2D), as added by the Sale and Supply of Goods to Consumers Regulations 2002, reg 3(2).
15. ^[1960] 1 WLR 9.
16. ^s 15
17. ^s16.
18. ^s21.
19. ^s23. see Shogun Finance Ltd v Hudson [2004] 1 AC 919. For legal justification see Brooks, O & Dodd, A, "Shogun: A Principled Decision" (2003) 153 NLJ 1898
20. ^s29(2).
21. ^s 48B, as added by the Sale and Supply of Goods to Consumers Regulations 2002.
22. ^s 48A(4), as added by the Sale and Supply of Goods to Consumers Regulations 2002.
23. ^s 48B(2), as added by the Sale and Supply of Goods to Consumers Regulations 2002.
24. ^s 48B(3), as added by the Sale and Supply of Goods to Consumers Regulations 2002.
25. ^s 48C, as added by the Sale and Supply of Goods to Consumers Regulations 2002.
26. ^s 55
27. ^Under Scots law, this applies where there is a consumer contract.