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1. There must be at least two parties
2. Transfer or agreement to transfer the
ownership of the goods
3. The subject matter of the contract must
necessarily be goods
4. The consideration is price
5. A contract of sale may be absolute or
conditional
6. All other essentials of a valid contract must
be present

v  oods means every kind of movable
property other than actionable claims and
money; and includes stock and shares,
growing crops, grass, and things attached to
or forming part of the land which are agreed
to be severed before sale or under the
contract of sale
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v oods may be classified as
1. Existing goods- existing goods are those
which are owned or possessed by the seller
at the time of the contract.
existing goods may be either;
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v pecific goods´ means goods identified and
agreed upon at the time a contract of sale is
made
v Ascertained oods´ ± identified in accordance
with the agreement after the time a contract of
sale is made
v eneric or Unascertained oods ± are the
goods indicated by description and not
specifically identified

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v huture goods ± future goods´ means goods
to be manufactured or produced or acquired
by the seller after making the contract of sale
v Contingent goods ± contingent goods are the
goods the acquisition of which by the seller
depends upon a contingency which may or
may not happen
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v 4elivery must be of three kinds
v Actual 4elivery
v Constructive 4elivery
v ymbolic 4elivery
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5. If the seller commits a breach: 5. If the seller commits a breach,
a) the buyer has a personal the buyer has only a personal
remedy against the seller for remedy against the seller for
damages. b) the buyer has all damages from the seller.
the remedies which an owner of
goods has, e.g. a suit for
conversion or detinue. c) in
some cases the buyer can
follow goods in the hands of the
third persons also.
6. If the seller wrongfully re- sells, 6. The seller may resale goods to
he becomes guilty of third persons, but in that case,
conversation, and the buyer can the buyer can claim damages
recover the goods, even from a from the seller.
third person.
>. If the buyer becomes insolvent >. If the buyer becomes
before he pays for the goods, insolvent and has not yet
the seller in the absence of a paid the price, the seller is
lein over the goods, must return not bound to part with the
them to the official receiver of goods until he is paid for.
Assignee. He can only claim a
ratable dividend for the price of
the goods.
8. If the buyer, who has paid
8. If the seller becomes insolvent, the price, finds that the
the buyer is entitled to recover seller has become
the goods from the Official insolvent, he can only claim
Assignee or Receiver a ratable dividend.
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 .if at
the time a contract of sale is entered into, the subject
matter of a contract being specific goods, which without the
knowledge of the seller have been destroyed or so
damaged as not to answer to the description in the
contract, and then the contract is void.
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.where
there is an agreement to sell specific goods and the goods,
subsequently without any fault of the seller or the buyer
perish or suffer such damages as not to answer to the
description in the agreement before the risk passes to the
buyer, the agreement is avoided
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v As regard time for the payment of price,
unless a different intension appears from the
terms of the contract, stipulation as regard
this, is not deemed to be the essence of the
contract of sale. But delivery of goods must
be made without delay. Whether or not such
a stipulation is of the essence of a contract
depends upon the terms agreed upon
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1. A condition is essential to 1. It is only collateral to the
the main purpose of the main purpose of the
contract. contract
2. The aggrieved party can 2. The aggrieved party can
repudiate the contract or claim only damages in
claim damages or both in case of breach of warranty
the case of breach of
condition
3. A breach of condition may
3. A breach of warranty
be treated as breach of cannot be treated as a
warranty breach of condition.
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1. Where the buyer altogether waives the performance of the
condition
2. Where the buyer elects to treat the breach of the condition as
one of the warranty i.e. he may only claim damages instead of
repudiating the contract
3. Where the contract is non severable and the buyer has
accepted either the whole goods or any part thereof
4. Where the fulfillment of any condition or warranty is excused
by law of reason of impossibility or otherwise. The provision is
specially made for covering cases of non- fulfillment due to
war, governmental restrictions etc.
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v Express and Implied conditions and
warranties
v Conditions and warranties may be either
express or implied.
v Express conditions are those, which are
agreed upon between the parties at the time
of the contract and are expressly provided in
the contract.
v An implied condition may be negated or
waived by an express agreement
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v hollowing are the implied conditions in a
contract unless the circumstances of the
contract show a different intention
1. Conditions as to title
2. ale by description
3. ale by sample
4. ale by sample as well as description
5. Condition as to quality or fitness
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v In case of ale of goods, the doctrine µCaveat
Emptor¶ means µlet the buyer beware¶. When
sellers display their goods in the open
market, it is for buyer to make proper
selection or choice of the goods. It is the duty
of the buyer to satisfy himself before buying
the goods that the goods will serve the
purpose for which they are being bought. If
the goods turn out to be defective he cannot
hold the seller liable.
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v ale with the consent of the authority of the owner
v Title by estoppel
v ale by a merchantile agent
v ale by one of the joint owner
v ale by a person in posession under a voidable contract
v ale by seller in possession after sale
v ale by buyer in possession before the propertyhas vested in
him
v ale by an unpaid seller
v ale under the provisions of other Acts
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