UK Commercial Law: the Statutes and Decided Cases, One to a Page

Sale of goods, contract formation and the decided cases that fix what the statutory terms mean in practice.

What this section covers

Commercial law appears in a business degree for a practical reason: almost every transaction a manager authorises is a contract of sale, and the terms that govern it are supplied by statute whether or not anyone negotiated them. The entries here are the ones that decide disputes.

The centre of the subject is a short run of implied terms. Section 12 governs title — whether the seller could sell at all. Section 13 governs description — whether the goods are what they were called. Section 14 governs quality and fitness. Section 15 governs sale by sample. They have sat in those numbered sections since the 1893 codification, which is why a Victorian case still cites a section number a reader recognises.

How the entries relate

Four questions separate them, and almost every problem question is really asking which one applies.

Could the seller sell it? Title, and the one term that cannot be excluded at all. Is it the thing it was called? Description, which the courts have narrowed to identity rather than quality. Is it good enough? Satisfactory quality, judged against price, description and the circumstances. Is it good enough for what this buyer wanted? Fitness for a particular purpose, which only arises where the buyer said so and relied on the seller.

The cases attach to those questions rather than floating free. Beale v Taylor and Ashington Piggeries fix the boundary of description. Rogers v Parish sets what a new car of a given price must deliver, and Bernstein v Pamson Motors shows what happens when the buyer waits. Priest v Last and Griffiths v Peter Conway are a matched pair on how much a buyer has to say about the purpose. Stevenson v Rogers decides who counts as selling in the course of a business.

Where to start

Read satisfactory quality first: it is the term most disputes turn on, and the entry sets out the factors and the cases in the order an answer should use them. Then read section 13 for the identity boundary, and section 12 for the title rules, which are short and frequently assumed and not learned.

The two case pairs repay reading together. Priest v Last with Griffiths v Peter Conway gives the whole rule on communicating a purpose. Bernstein with the Consumer Rights Act material gives the whole rule on losing the right to reject.

What changes by buyer

The single most common error in this area is applying the wrong statute. Business buyers and private sellers are governed by the Sale of Goods Act; consumers buying from a trader have been governed by the Consumer Rights Act since October 2015, with its own remedy ladder and its own thirty-day right to reject.

The substantive quality standard is the same in both. The remedies are not, and an answer that states the test correctly and then applies the wrong remedy scheme has lost more marks than one that is vague about the test.

Reading a case entry here

Each case is set out in the same order, because that is the order an answer uses it in: the facts, only so far as they show which rule was engaged; the decision; the reasoning, which is the part that transfers to facts nobody has seen; and what happened to it afterwards.

That last part earns its place more often than it should. A striking number of the most-taught decisions in this area are taught precisely because the result was thought harsh enough to change the law, and an answer that applies one of them as current authority has made the error the question was set to find.