5. Exclusion and limitation clauses

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter, which focuses on clauses designed to exclude or limit a party’s liability, first considers exclusion or limitation clauses in the UK under common law rules, the Unfair Contract Terms Act 1977, and the Consumer Rights Act 2015. It explains the distinction between an exclusion clause and a limitation clause before discussing the two main methods of controlling exclusion clauses adopted by the courts. The chapter examines the exclusion or restriction of the statutory implied terms under the Sale of Goods Act 1979, the Supply of Goods (Implied Terms) Act 1973, and the Supply of Goods and Services Act 1982. Finally, it considers the rules introduced by the Consumer Rights Act 2015 in relation to consumer transactions.

1. Introduction to contracts of sale of goods

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter provides a general introduction to sale of goods law in the UK. It explains the sale of goods contract, why there is a different framework for these types of contract under English law, and the specific legislation for contracts of sale of goods and other relevant transactions. The chapter considers the statutory definitions for contract, property, and goods, and discusses the distinction between sales and agreements to sell, between specific goods and unascertained goods, and between existing goods and future goods. The chapter introduces and provides an analysis of the Consumer Rights Act 2015 which subsequent chapters then build upon. Finally, it examines contracts other than of sale of goods.

6. Non-existent and perishing of goods

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter examines the effect of the contract of sale of goods in the event that the goods never existed or, if they did exist at one time, are no longer in existence. It first looks at the contract for the sale of specific goods which, without the knowledge of the seller, have perished at the time when the contract is made, and then considers an agreement to sell specific goods which, without any fault on the part of either party, subsequently perish before the risk passes to the buyer. The chapter also explains the frustration of a contract for the sale of unascertained goods under s 7 of the Sale of Goods Act 1979 and the question of monies owing or to be repaid under the Law Reform (Frustrated Contracts) Act 1943.

2. Statutory implied terms

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter examines the significance of the terms implied into sale of goods contracts under the Sale of Goods Act 1979 and the statutory rights that are implied in a contract between trader and consumer by virtue of the Consumer Rights Act 2015. It explains the seller’s right to sell the goods, the goods being free from encumbrances and the buyer enjoying quiet possession of them, sales by sample, and the description and quality of the goods as well as their fitness for purpose. Digital content is also discussed in relation to consumer transactions. The chapter also considers the terms implied into other kinds of contract by different statutes, including the terms implied by the Supply of Goods and Services Act 1982.

4. Retention of title clauses

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on retention of title clauses, also known as reservation of title clauses, in sale of goods contracts. It explains how retention of title (or Romalpa) clauses are especially useful in cases where the buyer becomes insolvent and then stresses the importance of properly incorporating a retention of title clause into the contract of sale. The chapter examines the 1976 Romalpa case and its influence on retention of title cases. It considers ‘all-liabilities’ clauses in contracts of sale of goods and concludes by discussing criticisms against retention of title clauses and how, in practice, they might fail. The chapter discusses the 2014 Court of Appeal decision in FG Wilson (Engineering) Ltd v John Holt & Co (Liverpool) Ltd which illustrates the dangers of retention of title clauses which can leave buyers somewhat unprotected and how a degree of balance was reintroduced by the Supreme Court in PST Energy 7 Shipping LLC and Another v OW Bunker Malta Ltd and Another.

13. The relationships created by agency—the rights and liabilities of the parties

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the relationships created by agency, namely, the rights and liabilities of the agent, the principal, and the third party. It first explains disclosed agency as opposed to undisclosed agency with regard to the contract made by the agent, and then, after discussing the rights and liabilities of the principal and the third party, considers the rights of the agent against his principal, including remuneration, indemnity, and lien. The chapter examines the agent’s two kinds of duty to his principal (contractual duty and fiduciary duty) and discusses remedies for breach of fiduciary duty and how an agency may be terminated, as well as the effects of termination. It concludes by highlighting the provisions of the Commercial Agents (Council Directive) Regulations 1993.

11. Consumer credit

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses some of the key common law and statutory provisions relating to consumer credit agreements and the common issues that arise. It first explains the provisions of the Consumer Credit Act 1974, as amended by the Consumer Credit Act 2006. The chapter then considers the rights of debtors who take credit under a ‘regulated agreement’, along with the (previous) extortionate credit bargain provisions that have been replaced by a test which considers whether there was an unfair relationship between the debtor and the creditor. It also considers consumer hire agreements, exempt agreements, small agreements, and non-commercial agreements as well as the liability of the creditor for the seller’s misrepresentation or breach of contract, retaking of protected goods, and the debtor’s right to complete payments ahead of time.

9. Remedies of the unpaid seller

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter considers the remedies that are available to a seller against the buyer for breach of contract and the position when the buyer refuses delivery of the goods. These are real remedies and personal remedies, which are set out in Parts V and VI of the Sale of Goods Act 1979. An example of a real remedy is a lien over the goods, whereas two examples of a personal remedy are an action for the price and damages for non-acceptance of the goods.

12. The creation of agency and the agent’s authority

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the creation of agency and its three main parties: the agent, the principal, and the third party. The primary purpose of the agent is to bring the principal and the third party into direct contractual relations, with the principal taking on the rights and liabilities created by the contracts provided the agent had authority to act. The chapter looks at several kinds of agent’s authority, including actual authority, apparent authority, and usual authority, and also considers agency of necessity as well as cases where the principal may ratify a transaction.

10. Remedies of the buyer

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter examines the various remedies that are available to a buyer under a contract of sale of goods, where the seller is in breach of the sales contract. It considers the regime of remedies introduced by the Consumer Rights Act 2015 and discusses a range of remedies such as rejecting the goods, suing for non-delivery or late delivery of the goods, suing for damages following the seller’s breach of warranty, requiring the seller to repair or replace the goods, claiming from the seller a reduction in the price, or rescinding the contract. The chapter then explains the difference between breach of condition of the contract and breach of warranty.