Sale, Conditions & Warranties — KSLU Contract 2 Notes
Sale, Conditions & Warranties
A contract of sale (S.4) is one whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price. Where property passes at once it is a sale; where it is to pass at a future time or on a condition, it is an agreement to sell. The distinction is decisive on risk and remedy: in a sale property and risk pass to the buyer (so he bears loss and the seller sues for the price); in an agreement to sell the seller bears the loss and his remedy is damages.
| Condition (S.12(2)) | Warranty (S.12(3)) | |
|---|---|---|
| Importance | Goes to the root of the contract | Collateral to the main purpose |
| On breach | Repudiate + claim damages | Claim damages only |
| Demotion | A condition may be waived/treated as warranty (S.13) | — |
Implied conditions include: as to title (S.14a); sale by description (S.15); fitness for purpose where the buyer makes it known and relies on the seller’s skill (S.16(1)); merchantable quality (S.16(2)); and sale by sample (S.17). Implied warranties include quiet possession (S.14b) and freedom from encumbrances (S.14c).
🛒 Caveat Emptor (S.16) — “let the buyer beware”: the buyer chooses goods at his own risk; the seller is under no general duty to point out defects. Exceptions (where the maxim does not apply): fitness for a disclosed purpose with reliance on the seller (S.16(1)), merchantable quality in sales by description (S.16(2)), sale by sample (S.17), and the seller’s fraud or active concealment.