Abbreviations Commercial
Sale Of Goods
P Property
PS Property Specific Goods
PSU Property Specific Goods Unconditional Sale
PSC Property Specific Goods Conditional Sale
PU Property Unascertained Goods
PU1 Property Unascertained Goods First Exception to the rule that property cannot until ascertained
PU1 Property Unascertained Goods Second Exception to the rule that property cannot until ascertained
R Risk
R1 First exception to the rule that risk does not pass with property
R Ge Risk General Overview
F Frustration
F S7 Frustration under s.7
F CL Frustration at Common Law
S6 s.6 Sale of Goods Act
Nemo Dat
CL Common Law exceptions to the Nemo Dat Rule
CL A Common Law Exceptions Agency
CL E Common Law Exceptions Estoppel
CL ER Common Law Exceptions Estoppel by Representation
CL EN Common Law Exceptions Estoppel By Negligence
s.21(2) s.21(2) Sale of Goods Act (SGA)
s.21(2) R s.21(2) SGA Requirements
s.23 S.23 SGA
s.23 s.23 Unilateral Mistake
s.24 s.24 SGA
s.25 s.25 SGA
HPA Hire Purchase Act 1964, Part III
Buyer’s Remedies
SD Sellers Duties
SD 12(1) Sellers Duties, s.12(1) SGA
BR Buyers Remedies
BR A Buyers Remedies, losing it by Accepting thegoods
BR NA Buyers Remedies, what is considered Not Accepting the goods
Seller’s Remedies
BD Buyer’s Duty
SRR Seller’s Real Remedies
SRR 41 Seller’s Real Remedy in s.41 SGA, an Unpaid Seller’s Lien
SRR 44 Seller’s Real Remedy in s.43 SGA, a Right of Stoppage in Transit
SRR 48 Seller’s Real Remedy in s.48 SGA, a Right to Resell
SPR Seller’s Personal Remedies
SPR 49 Seller’s Personal Remedy in s.49, an Action for Price
SPR 50 Seller’s Personal Remedy in s.50, an Action for Damages for non-Acceptannce
International Sales
FOB P FOB contract, Property Passing
FOB R FOB contract, Risk passing
CIF P CIF contract, Risk passing
CIF R CIF Contract, Property Passing
,CIF D CIF Contract, right of rejection over Documents
CIF G CIF Contract, right of rejection over Goods
DC Documentary Credits
DC A Documentary Credits, Doctrine of Autonomy
DC SC Documentary Credits, Doctrine of Strict Compliance
Agency
A Actual Authority
AE Actual Authority, Express
AI Actual Authority, Implied
AA Apparent Authority
R Ratification
W Watteau v Fenwick type Agency
DA Disclosed Agency
DA A T NM Disclosed Agency, Agent is liable in the Tort of Negligent Misstatement
DA A WA Disclosed Agency, Agent is liable under a Warranty of Authority
DA A P Disclosed Agency, Agent is liable under a Personal Contractual Undertaking
DA S Disclosed Agency, the effect of Settling
UA Undisclosed Agency
UA S Undisclosed Agency, the effect of Settling
, Actual Authority
A What is this? Authority that A has because it has been conferred on him by P expressly or by implication
A E What is this? When P gives A express instructions
If P adopts a reasonable means of carrying it out then P cannot repudiate
But now you can quite easily get in touch with P and you should
A E What is this? Ambiguity European Asian Bank v Punjab and Sind Bank (1983)
A I What is this? Authority that is implied from the circumstances between A and P
Authority to do everything necessary for the effective execution of the express duty
Earner v Sharp (1874) Agent who is instructed to find a purchaser and not to sell has no
A I Incidental Authority incidental authority to conclude a contract
Authority to do what is usual in his trade
A I Usual Authority Hely-Hutchinson v Brayhead (1968)
Implied authority to do what is usual in the trade
A I Customary Authority
1. Clear and notorious
2. Reasonable and lawful
3. P had actual notice when he conferred authority on the agent
A I Customary Authority Requirements 4. It must be a binding obligation rather than a common practice
A I Customary Authority Requirement 1 Clear and notorious
Reasonable and lawful
Anglo-African Merchants v Bayley (1969)
A I Customary Authority Requirement 2 Passing on reports to the insurer not the principal was not reasonable
P had actual notice when he conferred authority on agent
A I Customary Authority Requirement 3 Robinson v Mollet (1875)
A I Customary Authority Requirement 4 Must be a binding obligation rather than a common practice
A general note it cannot exceed the actual bounds of the express limit, because this will be apparent authority
Apparent authority, it is about the legal relationship between P and 3P created by a
AA What is this? representation between P and 3p
Representation
Reliance
AA Requirements Alteration of position
AA Requirement 1 Representation from P to 3P that A has authority
AA Requirement 1 Allowing A to appear as his agent when he OBG
is notv Allan (2005) announced A's appointment in the press but it was never finalized
Drew v Nunn (1879)
AA Requirement 1 Allowing A to appear as his agent after termination
So there may be a duty to publicize the termination
AA Requirement 1 Allowing A to appear to have more authorityToddthan
v Robinson
is the case(1925) 3P did not know that A was only authorized up to 45 pounds
Principal
AA Requirement 1 Who makes the representation? P Armagas v Mundogas (1986)
Frist Energy v Hungarian International Bank (1993)
Orthodox interpretation - agent having actual authority to communicate decisions from the
banks head office
AA Requirement 1 Who makes the representation? Agent Radical interpretation - agent having the authority to self-authorize
Brown (2005)
You no longer have A as just an inert channel of information. Agent should be allowed to self-
AA Requirement 1 First Energy Radical Academic authorize to give more protection to TP. Nearly impossible for TP to check
Griffiths (2003) fascinating economic analysis says that you should distinguish it by the nature of
AA Requirement 1 First Energy Radical Academic 2 the principal. Allocative efficiency because of cost-avoidance and information asymmetry
Midland Bank v Reckitt (1933)
AA Requirement 1 Does not apply if you are put on notice Solicitor withdrew money from company account to own
AA Requirement 2 Reliance - a causal connection between the representation and 3P's dealing with the agent
AA Requirement 2 Knowing that A's authority does not cover this
NO reliance
They must be treated with caution by the third party
AA Requirement 2 Contracts that appear to run against the commercial
Hopkins v interests
TL Dallas of P
(2004)
AA Requirement 3 Alteration of position
AA Requirement 3 No need loss Rama Corporation v Proved Tin (1952)
Norfolk CC v SS for the Environment (1973)
Contracts were cancellable and so no detriment. Court suspected that the company knew that it
AA Requirement 3 Need loss was a mistake
P may be bound by A's actions outside the above requirements if P is precluded from
subsequent conduct from denying that the contract is on his behalf
Spiro v Lantern (1973) W had no authority to sell. H after discovering allowed B to incur
AA Inertia expenses.
When acts are done without authority by an agents, R can ratify the acts and they are clothed in
R What is this? authority
1. Only P can ratify
2. 3P must know that A is acting for an agent
R Requirements 3. A must have had a competent principal at the time of the act
R 1 What is it? Only P may ratify
R 2 What is it? Third party must know that A is acting for an agent
P is entitled to ratify
R 2 What is it? Falsely declaring Tiedermann and Ledermann Frères (1899)
A must have had a competent principal at the time of the act
R 3 What is it? Boston Deep Sea Fishing v Farnham (1957)
The Bonita, The Charlotte (1861)
R What constitutes ratification? Implied Acceptance of sale monies
R What constitutes ratification? Knowledge P must have had full knowledge of A's conduct and had a real choice
Silence can amount to acceptance
Suncorp Insurance v Milano (!993)
R What constitutes ratification? Unequivocal But can also be mere uncertainty
, Declining at first is not a bar to ratifying later, but once ratifying you cannot change your mind
R What constitutes ratification? Changing your mind SEB Trygg v Manches (2005)
R Ratification is retrospective Bolton v Lambert (1880)
Cannot invoke the retrospectivity of the rule
R Bars If agreement is subject to ratification Watson v Davies (1931)
Cannot exceed it
R Bars Time limit Dibbins v Dibbins (1896)
R Bars the rule in Bird v Brown Rolfe At the time of the ratification P must be able to perform the act in question
R Bars the rule in Bird v Brown Roche Cannot operate to divest ownership
A no longer liable for acting outside authority unless P makes it clear that he is not waiving his
right to sue on BOFD
R Effect on agent Suncorp Insurance v Milano (1993)
W What is it? The aberrant relationship in Watteau v Fenwick (1893)
W sold goods to pub manager H believing he was the owner. W learned F was the owner and
W Facts sought to collect unpaid price from him. Yes, he could
An undisclosed principal can be liable for the actions of an agent who is acting with an authority
W Ratio that is reasonable for his position whether or not he has actual authority
Disclosed Agency
Where the third party is aware at the time of contracting of the existence of the principal, and
DA What is it? this principal can be named or unnamed
Direct contractual relation are established between P and 3p
DA General rule When A is within authority Montgomery v UK Mutual Steamship Association (1891)
A is liable for breach of warranty of authority (WA)
DA General rule When A is without authority Or liable in tort (T)
Tort of negligent misstatement
DA A T NM The first tort measure SAAMCO v York Montague (1997)
Tort of deceit if the agent made a knowingly false statement
DA A T NM The second tort measure Noel v Poland (2001)
DA A WA What is this? Arises when A acts without authority
1 A represented that he has the authority to act on behalf of P
2 A lacked that authority
3 3P relied on that representation and acted in a manner that he would not otherwise have
done
DA A WA Requirements 4 3P suffered damages
DA A WA 1 What is it? A represented that he has the authority to act on behalf of P
Can be indirect as long as A could have anticipated that a third party would rely on it V/o
Rasnoimport v Guthrie (1960) Warranty of authority given to the original shipper but should
DA A WA 1 Representation indirect? have anticipated that the bill would be passed on
DA A WA 2 What is it? A lacked that authority
What if A lacked actual authority but had apparent authority? He has breached his warranty of
DA A WA 2 What is it? Actual v Apparent authority but because P will be bound by A's representation, 3P will suffer no loss
DA A WA 3 What is it? 3P relied on that representation and acted in a manner that he would no otherwise have done
DA A WA 4 What is it? 3P suffered damages
This is about the extent to which 3P would have been better off, so this is the amount that the
claimant has lost by being unable to sue P
DA A WA 4 What is it? Measure SAAMCO v York Montague (1997) and so If P was insolvent, no damages
Where 3P knew or ought to have known that A was not warranting his authority
Lily Wilson v Smales Eeles (1892)
DA A WA Exception Trade custom put him on notice
DA A P What is this? The third party being made liable to the third party on a personal contractual undertaking
When he expressly undertakes to do so or signs the contract in his own name, without
qualification
DA A P When will this arise? The Elikon (2003)
DA A P What is the nature of the liability? Alternative, per Debenhams v Perkins (1925)
DA A P Election 3P has to elect who to sue and therefore be barred from suing the other
DA A P Election Requirement 1 Must be in full knowledge of the facts
Must have unequivocally exercised the right, usually no less than bringing legal action
Calder v Dobell (1871)
DA A P Election Requirement 2 Might be an idea of waiver at work
The cause of action merges in judgment against one
Priestly v Fernie (1863)
Works even though TP did not know of the existence of P at the time that he obtained judgment
DA A P Merger what is this? against A
A cannot sue unless the third party suffers no prejudice by the agents subterfuge
DA What if P is actually A? Rayner v Grote (1846) TP knew that A was P and there was part performance
Cannot do this where the identify of P is important
DA What if P is actually A? The Remco (1984)
When 3P has told P that his liability to pay has been discharged by A
DA S P settling A Wyatt v Marquis of Hertford (1806)
DA What defences can TP set up against P? All defences that arise out of the contract
Defences which the third party may have against A personally
DA What defences can TP set up against P? NOT Barker v Greenwood (1837)
UA What is it? Where the third party is unaware of the existence of P and thinks he is dealing with A
This is not enough, he has to have direct notice
UA What if the third party suspects? Greer v Downs (1927)
The contract is between A and 3P but A can be supplanted by UP if the UP intervenes
UA General rule So A can also sue and be sued
UA When can P be sued? On a contract made by A within actual authority
Apparent authority
UA P Why not any other form of authority? Apparent authority
Because TP will have been unaware of the existence of UP
Sale Of Goods
P Property
PS Property Specific Goods
PSU Property Specific Goods Unconditional Sale
PSC Property Specific Goods Conditional Sale
PU Property Unascertained Goods
PU1 Property Unascertained Goods First Exception to the rule that property cannot until ascertained
PU1 Property Unascertained Goods Second Exception to the rule that property cannot until ascertained
R Risk
R1 First exception to the rule that risk does not pass with property
R Ge Risk General Overview
F Frustration
F S7 Frustration under s.7
F CL Frustration at Common Law
S6 s.6 Sale of Goods Act
Nemo Dat
CL Common Law exceptions to the Nemo Dat Rule
CL A Common Law Exceptions Agency
CL E Common Law Exceptions Estoppel
CL ER Common Law Exceptions Estoppel by Representation
CL EN Common Law Exceptions Estoppel By Negligence
s.21(2) s.21(2) Sale of Goods Act (SGA)
s.21(2) R s.21(2) SGA Requirements
s.23 S.23 SGA
s.23 s.23 Unilateral Mistake
s.24 s.24 SGA
s.25 s.25 SGA
HPA Hire Purchase Act 1964, Part III
Buyer’s Remedies
SD Sellers Duties
SD 12(1) Sellers Duties, s.12(1) SGA
BR Buyers Remedies
BR A Buyers Remedies, losing it by Accepting thegoods
BR NA Buyers Remedies, what is considered Not Accepting the goods
Seller’s Remedies
BD Buyer’s Duty
SRR Seller’s Real Remedies
SRR 41 Seller’s Real Remedy in s.41 SGA, an Unpaid Seller’s Lien
SRR 44 Seller’s Real Remedy in s.43 SGA, a Right of Stoppage in Transit
SRR 48 Seller’s Real Remedy in s.48 SGA, a Right to Resell
SPR Seller’s Personal Remedies
SPR 49 Seller’s Personal Remedy in s.49, an Action for Price
SPR 50 Seller’s Personal Remedy in s.50, an Action for Damages for non-Acceptannce
International Sales
FOB P FOB contract, Property Passing
FOB R FOB contract, Risk passing
CIF P CIF contract, Risk passing
CIF R CIF Contract, Property Passing
,CIF D CIF Contract, right of rejection over Documents
CIF G CIF Contract, right of rejection over Goods
DC Documentary Credits
DC A Documentary Credits, Doctrine of Autonomy
DC SC Documentary Credits, Doctrine of Strict Compliance
Agency
A Actual Authority
AE Actual Authority, Express
AI Actual Authority, Implied
AA Apparent Authority
R Ratification
W Watteau v Fenwick type Agency
DA Disclosed Agency
DA A T NM Disclosed Agency, Agent is liable in the Tort of Negligent Misstatement
DA A WA Disclosed Agency, Agent is liable under a Warranty of Authority
DA A P Disclosed Agency, Agent is liable under a Personal Contractual Undertaking
DA S Disclosed Agency, the effect of Settling
UA Undisclosed Agency
UA S Undisclosed Agency, the effect of Settling
, Actual Authority
A What is this? Authority that A has because it has been conferred on him by P expressly or by implication
A E What is this? When P gives A express instructions
If P adopts a reasonable means of carrying it out then P cannot repudiate
But now you can quite easily get in touch with P and you should
A E What is this? Ambiguity European Asian Bank v Punjab and Sind Bank (1983)
A I What is this? Authority that is implied from the circumstances between A and P
Authority to do everything necessary for the effective execution of the express duty
Earner v Sharp (1874) Agent who is instructed to find a purchaser and not to sell has no
A I Incidental Authority incidental authority to conclude a contract
Authority to do what is usual in his trade
A I Usual Authority Hely-Hutchinson v Brayhead (1968)
Implied authority to do what is usual in the trade
A I Customary Authority
1. Clear and notorious
2. Reasonable and lawful
3. P had actual notice when he conferred authority on the agent
A I Customary Authority Requirements 4. It must be a binding obligation rather than a common practice
A I Customary Authority Requirement 1 Clear and notorious
Reasonable and lawful
Anglo-African Merchants v Bayley (1969)
A I Customary Authority Requirement 2 Passing on reports to the insurer not the principal was not reasonable
P had actual notice when he conferred authority on agent
A I Customary Authority Requirement 3 Robinson v Mollet (1875)
A I Customary Authority Requirement 4 Must be a binding obligation rather than a common practice
A general note it cannot exceed the actual bounds of the express limit, because this will be apparent authority
Apparent authority, it is about the legal relationship between P and 3P created by a
AA What is this? representation between P and 3p
Representation
Reliance
AA Requirements Alteration of position
AA Requirement 1 Representation from P to 3P that A has authority
AA Requirement 1 Allowing A to appear as his agent when he OBG
is notv Allan (2005) announced A's appointment in the press but it was never finalized
Drew v Nunn (1879)
AA Requirement 1 Allowing A to appear as his agent after termination
So there may be a duty to publicize the termination
AA Requirement 1 Allowing A to appear to have more authorityToddthan
v Robinson
is the case(1925) 3P did not know that A was only authorized up to 45 pounds
Principal
AA Requirement 1 Who makes the representation? P Armagas v Mundogas (1986)
Frist Energy v Hungarian International Bank (1993)
Orthodox interpretation - agent having actual authority to communicate decisions from the
banks head office
AA Requirement 1 Who makes the representation? Agent Radical interpretation - agent having the authority to self-authorize
Brown (2005)
You no longer have A as just an inert channel of information. Agent should be allowed to self-
AA Requirement 1 First Energy Radical Academic authorize to give more protection to TP. Nearly impossible for TP to check
Griffiths (2003) fascinating economic analysis says that you should distinguish it by the nature of
AA Requirement 1 First Energy Radical Academic 2 the principal. Allocative efficiency because of cost-avoidance and information asymmetry
Midland Bank v Reckitt (1933)
AA Requirement 1 Does not apply if you are put on notice Solicitor withdrew money from company account to own
AA Requirement 2 Reliance - a causal connection between the representation and 3P's dealing with the agent
AA Requirement 2 Knowing that A's authority does not cover this
NO reliance
They must be treated with caution by the third party
AA Requirement 2 Contracts that appear to run against the commercial
Hopkins v interests
TL Dallas of P
(2004)
AA Requirement 3 Alteration of position
AA Requirement 3 No need loss Rama Corporation v Proved Tin (1952)
Norfolk CC v SS for the Environment (1973)
Contracts were cancellable and so no detriment. Court suspected that the company knew that it
AA Requirement 3 Need loss was a mistake
P may be bound by A's actions outside the above requirements if P is precluded from
subsequent conduct from denying that the contract is on his behalf
Spiro v Lantern (1973) W had no authority to sell. H after discovering allowed B to incur
AA Inertia expenses.
When acts are done without authority by an agents, R can ratify the acts and they are clothed in
R What is this? authority
1. Only P can ratify
2. 3P must know that A is acting for an agent
R Requirements 3. A must have had a competent principal at the time of the act
R 1 What is it? Only P may ratify
R 2 What is it? Third party must know that A is acting for an agent
P is entitled to ratify
R 2 What is it? Falsely declaring Tiedermann and Ledermann Frères (1899)
A must have had a competent principal at the time of the act
R 3 What is it? Boston Deep Sea Fishing v Farnham (1957)
The Bonita, The Charlotte (1861)
R What constitutes ratification? Implied Acceptance of sale monies
R What constitutes ratification? Knowledge P must have had full knowledge of A's conduct and had a real choice
Silence can amount to acceptance
Suncorp Insurance v Milano (!993)
R What constitutes ratification? Unequivocal But can also be mere uncertainty
, Declining at first is not a bar to ratifying later, but once ratifying you cannot change your mind
R What constitutes ratification? Changing your mind SEB Trygg v Manches (2005)
R Ratification is retrospective Bolton v Lambert (1880)
Cannot invoke the retrospectivity of the rule
R Bars If agreement is subject to ratification Watson v Davies (1931)
Cannot exceed it
R Bars Time limit Dibbins v Dibbins (1896)
R Bars the rule in Bird v Brown Rolfe At the time of the ratification P must be able to perform the act in question
R Bars the rule in Bird v Brown Roche Cannot operate to divest ownership
A no longer liable for acting outside authority unless P makes it clear that he is not waiving his
right to sue on BOFD
R Effect on agent Suncorp Insurance v Milano (1993)
W What is it? The aberrant relationship in Watteau v Fenwick (1893)
W sold goods to pub manager H believing he was the owner. W learned F was the owner and
W Facts sought to collect unpaid price from him. Yes, he could
An undisclosed principal can be liable for the actions of an agent who is acting with an authority
W Ratio that is reasonable for his position whether or not he has actual authority
Disclosed Agency
Where the third party is aware at the time of contracting of the existence of the principal, and
DA What is it? this principal can be named or unnamed
Direct contractual relation are established between P and 3p
DA General rule When A is within authority Montgomery v UK Mutual Steamship Association (1891)
A is liable for breach of warranty of authority (WA)
DA General rule When A is without authority Or liable in tort (T)
Tort of negligent misstatement
DA A T NM The first tort measure SAAMCO v York Montague (1997)
Tort of deceit if the agent made a knowingly false statement
DA A T NM The second tort measure Noel v Poland (2001)
DA A WA What is this? Arises when A acts without authority
1 A represented that he has the authority to act on behalf of P
2 A lacked that authority
3 3P relied on that representation and acted in a manner that he would not otherwise have
done
DA A WA Requirements 4 3P suffered damages
DA A WA 1 What is it? A represented that he has the authority to act on behalf of P
Can be indirect as long as A could have anticipated that a third party would rely on it V/o
Rasnoimport v Guthrie (1960) Warranty of authority given to the original shipper but should
DA A WA 1 Representation indirect? have anticipated that the bill would be passed on
DA A WA 2 What is it? A lacked that authority
What if A lacked actual authority but had apparent authority? He has breached his warranty of
DA A WA 2 What is it? Actual v Apparent authority but because P will be bound by A's representation, 3P will suffer no loss
DA A WA 3 What is it? 3P relied on that representation and acted in a manner that he would no otherwise have done
DA A WA 4 What is it? 3P suffered damages
This is about the extent to which 3P would have been better off, so this is the amount that the
claimant has lost by being unable to sue P
DA A WA 4 What is it? Measure SAAMCO v York Montague (1997) and so If P was insolvent, no damages
Where 3P knew or ought to have known that A was not warranting his authority
Lily Wilson v Smales Eeles (1892)
DA A WA Exception Trade custom put him on notice
DA A P What is this? The third party being made liable to the third party on a personal contractual undertaking
When he expressly undertakes to do so or signs the contract in his own name, without
qualification
DA A P When will this arise? The Elikon (2003)
DA A P What is the nature of the liability? Alternative, per Debenhams v Perkins (1925)
DA A P Election 3P has to elect who to sue and therefore be barred from suing the other
DA A P Election Requirement 1 Must be in full knowledge of the facts
Must have unequivocally exercised the right, usually no less than bringing legal action
Calder v Dobell (1871)
DA A P Election Requirement 2 Might be an idea of waiver at work
The cause of action merges in judgment against one
Priestly v Fernie (1863)
Works even though TP did not know of the existence of P at the time that he obtained judgment
DA A P Merger what is this? against A
A cannot sue unless the third party suffers no prejudice by the agents subterfuge
DA What if P is actually A? Rayner v Grote (1846) TP knew that A was P and there was part performance
Cannot do this where the identify of P is important
DA What if P is actually A? The Remco (1984)
When 3P has told P that his liability to pay has been discharged by A
DA S P settling A Wyatt v Marquis of Hertford (1806)
DA What defences can TP set up against P? All defences that arise out of the contract
Defences which the third party may have against A personally
DA What defences can TP set up against P? NOT Barker v Greenwood (1837)
UA What is it? Where the third party is unaware of the existence of P and thinks he is dealing with A
This is not enough, he has to have direct notice
UA What if the third party suspects? Greer v Downs (1927)
The contract is between A and 3P but A can be supplanted by UP if the UP intervenes
UA General rule So A can also sue and be sued
UA When can P be sued? On a contract made by A within actual authority
Apparent authority
UA P Why not any other form of authority? Apparent authority
Because TP will have been unaware of the existence of UP
