...the credit period is over. The seller of the goods therefore must possess some rights which he can use to secure payment of the price. If the recovery of the price is not possible due to the reason of bankruptcy of the buyer, he must have some other remedies. The Sale of Goods Act has made elaborate provisions regarding the rights of an unpaid seller. A seller is person who sells or agrees to sell goods. But for the purpose of Chapter V of the Sales of Goods Act, 1930 the definition of the term “seller” is widened and it includes any person who is in the position of a seller, as for example an agent of the seller to whom the bill of lading has been indorsed, or a consignor (or agent) who has himself paid or directly responsible for the price. [Sec 45(2) of the Sales of Goods Act, 1930] Unpaid seller means a person who has sold the good for a price but price has not been paid to him unpaid seller has rights against the goods and buyer. 2. Definition of unpaid seller: According to Sec 45 (1) of the Sales of Goods Act, 1930, the seller of goods is deemed to be an unpaid seller: (i) When the whole of the price has not paid or tendered, or (ii) When a bill of exchange or other negotiable instrument has been received as a conditional payment, and the conditions on which it has not been received remains fulfilled by reason of dishonor of the instrument or otherwise. 3. Features of unpaid seller: Following are the features of unpaid seller. (i) He must sell the goods...
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...THE SALE OF GOODS ACT Contract of sale: A contract of sale of goods is a contract where by the seller transfers OR agrees to transfer the property in the goods to the buyer for a price. Such a sale may be absolute OR conditional. Where under a contract of sale the property in the goods is transferred from the seller to the buyer the contract is termed as sale. Where the transfer of property in the goods is to take place at a future date OR after certain conditions are fulfilled the contract is termed as an ‘agreement to sale’. An agreement to sale becomes a sale after the expiry of the time agreed upon OR after the condition is fulfilled. Essentials of a contract of sale:- 1) Parties: The buyer & the seller who must be competent to contract. 2) Goods: The contract must be in respect of the sale of goods. 3) Transfer of ownership: There must be a transfer of ownership from the seller to the buyer i.e. the buyer becomes the owner of the goods after sale. 4) Consideration: Consideration of a contract of sale is always in terms of money. 5) Form: For a contract of sale there is no particular form prescribed. It can be in writing OR oral. 6) A contract of sale may be absolute OR conditional. A contract of sale is of 2 types:- When it is absolute the ownership of the goods is transferred to the buyer. Such a contract is termed as a sale. When the contract is conditional the ownership of the goods is transferred...
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...in a "delivered state" when they are in such state that the buyer would under the contract be bound to take delivery of them; (4) "document of title to goods" includes bill of lading dock-warrant, warehouse keeper's certificate, wharfingers' certificate, railway receipt, 4[multimodal transport document,] warrant or order for the delivery of goods and any other document used in the ordinary course of business as proof of the possession or control of goods or authorising or purporting to authorise, either by endorsement or by delivery, the possessor of the document to transfer or receive goods thereby represented; (5) "fault" means wrongful act or default; (6) "future goods" means goods to be manufactured or produced or acquired by the seller after making of the contract of sale; (7) "goods" means every kind of moveable 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; (8) A person is said to be "insolvent" who has ceased to pay his debts in the ordinary course of business, or cannot pay his debts as they become due, whether he has committed an act of insolvency or not; (9) "mercantile agent" means a mercantile agent having in the customary...
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...question1 What are the remedies available under the Law of Contract? Remedy is where the inured party enforce their rights or get a reward for a loss. It also means to achieve justice where legal rights are involved. There are many types of remedies and some of them may be ordered by court, granted by judgement, by agreement between two parties and operation of law. The remedies depend on the nature of the breach. The remedies available under the Law Of Contract are Rescission, Restitution, Damages, Specific Performance, Injunction,Mareva Injunction, and Quantum Meruit. Rescission has been defined as the cancellation of contract between parties. It enables the innocent party to cancel off the contract when there is any misinterpretation by the other party. Misinterpretation is as the defence if the innocent party is sued for damages or specific performance by the other party. Under the Sale of Goods, the innocent party has the rights to cancel off the contract when there is a breach of implied condition as to title, correspondence with description, merchantable quality, fitness for purpose and sale by sample corresponding to those implied in contract of sale. Restitution is sometimes referred as quasi-contract. Quasi-contract is a contract created by courts. Quasi contract is actually not a legal contract but it is actually a legal substitute which is formed to impose equity between the two parties. It does not rely on the plaintiff, person who brings a case against another...
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...attached to the earth, if agreed to be severed before sale Sec. 2(4): ‘Document of title to goods’ means bill of lading, warehouse certificate, railway receipt, etc. a proof of possession of goods and the person can by endorsement or delivery of the same, authorize to receive the goods Sec. 4(1): Contracts of sale: The seller transfers the property in goods for a price Agreement to sale: The seller agrees to transfer after a lapse of time or happening of a certain contingency or fulfillment of certain condition by the buyer The contract of sale is an executed contract, while the agreement to sale is an executory one. Sec.6: Existing as well as future goods can be subject matter of such contracts/agreements Sec. 5 : Law of contract has an application Contracts can be formed by offer and acceptance either by the buyer or the seller and accepted by the other It can either be oral or in writing or partially both or Can be implied from the conduct of the parties Impossibility of performance Sec. 7 & 8 If the commodity perished or so damaged that it does not confirm to the description without the knowledge of the seller and prior to the contract of sale, such contract is void [Barrow v. Phillips & Co. (1929) 700 bags of nuts were identified for delivery but 109 bags were stolen by the time contract was entered in to] If so happens after the...
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...conditions and warranties. ➢ when the ownership of the goods sold pass to the buyer. ➢ in what circumstance a buyer acquires a good title over the goods. ➢ the duties and rights of the seller and buyer What is a Contract of Sale Secction – 4 defines A contract of Sale of Goods is a contract where by the seller transfers or agrees to transfer the property in goods to a buyer for a price. The term contract of sale consists of 1) Sale or absolute sale 2) Agreement to sale or conditional sale 1.Sale or Absolute Sale. Sec-4 (3): Where the property in the goods is immediately transferred from the seller to the buyer, and nothing is left on the part of the seller to transfer any thing, it is called Sale or Absolute Sale. 2. Agreement to Sale or Conditional Sale. Sec-4 (4): Where the transfer of property in the goods shall take place in future or on the fulfillment of certain conditions, it shall be an agreement to sale or conditional sale. The ownership shall not be transferred until and unless the condition is fulfilled. Essential elements of Contract of Sale: ➢ Contract: All the essentials of elements of contract are necessary for the contract of sale ➢ Two Parties: To constitute a contract of sale, there must be two parties 1. The buyer & seller 2. The parties must be competent to contract. ➢ Price: The consideration for the contract of...
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...STANDARD FREEDOM COUNTY CONTRACT 3/97 ©Copyright 1997 Freedom County Bar Association, Inc. All Rights Reserved. (Any change in the text without authorization shall constitute copyright infringement under the Copyright Act of the United States.) THIS CONTRACT FORM HAS BEEN APPROVED BY THE FREEDOM COUNTY BAR ASSOCIATION AND THE FREEDOM COUNTY BOARD OF REALTORS. ATTORNEY APPROVAL: This Contract is contingent upon PURCHASER and SELLER obtaining approval of this Contract by their respective attorneys as to all matters contained herein. This contingency shall be deemed waived unless PURCHASER'S or SELLER'S attorney on behalf of their client notifies the other party or that party's attorney in writing by facsimile or certified mail of their disapproval of this Contract, no later than five (5) business days after this Contract has been signed by both SELLER and PURCHASER. If PURCHASER'S or SELLER'S attorney provides such notification, then this Contract shall be deemed cancelled, null and void, and all deposits or Downpayment shall be returned in full to PURCHASER. In the event the premises herein consist of a condominium unit or is part of a homeowners association/PUD the review period provided for herein shall be eight (8) business days. I T I S ESSENTI AL THAT Y OU CONSULT Y OUR ATTORNEY WI THI N THE REV I EW PERI OD. Contract of Sale WARNING: NO REPRESENTATION IS MADE THAT THIS FORM OF CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE COMPLIES WITH...
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...ocean freight routing. Seller must deliver the freight to the named origin port. 2) FCA – Free Carrier – All modes of transportation. Best when used from seller’s premises but can also be from the carrier’s terminal at origin. Unlike FOB the loading charges come forward to the buyer. Buyer controls ocean or air freight routing or, in the case of “FCA seller’s premises”, door to door. DDU – Delivery Duty Unpaid – All modes of transportation. Seller must deliver all the way to the buyer’s door and is responsible for any loss along the way. Buyer takes care of Customs clearance. This term is based for shipments of replacement parts or when the buyer has little resource to handle international logistics. 1) EXW – Ex Works – All modes of transportation. Buyer takes care of everything once the freight is pushed out of the door of the seller onto a truck. Seller provides documents but the buyer must arrange export formalities at origin (export customs clearance). “FCA seller’s premises” is the preferred term. Buyer controls freight from door to door. Best Terms for Sellers CFR – Cost and Freight – Ocean only. CFR point must be a destination ocean port (no inland points allowed, see CPT). Seller controls the freight all the way to the destination port but risk for loss passes to the buyer at the ships rail at origin port. 2) CPT – Carriage Paid To – All modes of transportation. CPT point can be inland or even right to the buyers door. Seller controls the freight...
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...money (Article 1482) 7. Option money (Articles 1324 and 1479) 8. Remedies of a vendor in case of breach of sale of personal property by installments (Article 1484, 1485, 1486) 9. Prohibited contracts (Articles 1490, 1491, 1492) 10. Principle of res perit domino (Articles 1480, 1504, 1538) 11. Title acquired by vendor from unauthorized vendee (Article 1505) 12. Negotiable document of title (1507) 13. Negotiation of document by delivery (Article 1508) 14. Negotiation of document by indorsement (Article 1509) 15. Rights of persons to whom document has been negotiated (Article 1513) 16. Implied warranties of persons who negotiates document (Article 1516) 17. Who is an unpaid seller (Article 1525) 18. Remedies of an unpaid seller (article 1526) 19. When is the right of retention available (Article 1527) 20. When is the right of stoppage in transitu available (Article 1530) 21. When is the right of resale available (Article 1533) 22. When is the right of rescission available (Article 1534) 23. Rule on double sales (Article 1544) 24. Requisites of warranty against eviction (Article 1548, 1558) 25. Waiver of warranty (Article 1554) 26. Extent of liability of a vendor (Article 1555, 1556) 27. Nature of an accion redhibitoria (Article 1567) 28. Nature of an accion quanti minoris (Article 1567) 29. When should a vendee pay interest – 3 instances (Article 1589) 30. When is the vendee justified in suspending payment (2 instances); exception to the rule (4 instances)...
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...Essay 1 General Rule: UCC Article 2 governs transactions that involve a sale of goods, things that are movable at the time of sale. (Sale of Goods, slide 3). Issue 1: Is this agreement governed by the Common Law of Contracts or the Uniform Commercial Code? Rule: Uniform Commercial Code (UCC): Governs business activities in regards to: Sales, Leases, Negotiable Instruments, Bank Deposits & Collections, Fund Transfers, Letters of Credits, Warehouse Documents, Investment Securities, and Secured Transactions (Sale of Goods, slide 2). Analysis: This agreement was a sale transaction between Bob and Steve. Steve offered the deal and Bob accepted it. Conclusion: This agreement was governed by UCC Article 2. Issue 2: Was there a valid offer? Rule: An offer is a communicated willingness to bargain seeking mere assent. Valid offers require (Contracts, slide 6): * Manifest willingness to bargain, which is communicated to the Offeree * Which justifies Offeree’s Belief that Assent is Invited and conclusive * Terms are reasonably certain Analysis: Steve asks Bob to get a new hot tub with installation, offering $5,000 for the hot tub and $2,000 for the installation if Steve finishes by May 31. The terms are certain, Bob will pay ABC $25,000 if Steve finishes on time. Conclusion: There was a valid offer. Issue 3: Was there a valid acceptance? Rule: A valid acceptance requires the offeree’s manifestation of agreement in manner invited and time required...
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...MEANING, CHARACTERISTICS AND TYPES OF A COMPANY INTRODUCTION Industrial has revolution led to the emergence of large scale business organizations. These organization require big investments and the risk involved is very high. Limited resources and unlimited liability of partners are two important limitations of partnerships of partnerships in undertaking big business. Joint Stock Company form of business organization has become extremely popular as it provides a solution to overcome the limitations of partnership business. The Multinational companies like Coca-Cola and, General Motors have their investors and customers spread throughout the world. The giant Indian Companies may include the names like Reliance, Talco Bajaj Auto, Infosys Technologies, Hindustan Lever Ltd., Ranbaxy Laboratories Ltd., and Larsen and Tubro etc. 1.2 MEANING OF COMPANY Section 3 (1) (i) of the Companies Act, 1956 defines a company as “a company formed and registered under this Act or an existing company”. Section 3(1) (ii) Of the act states that “an existing company means a company formed and registered under any of the previous companies laws”. This definition does not reveal the distinctive characteristics of a company . According to Chief Justice Marshall of USA, “A company is a person, artificial, invisible, intangible, and existing only in the contemplation of the law. Being a mere creature of law, it possesses only those properties which the character of its creation of its creation confers...
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...sale so that in the case of breach of contract the remedies are clear and the contract of sale makes it clear when and where the risk will pass to the buyer For example, in a case, Bowden Bros which was the plaintiff and appellant, operated business in Queensland and Japan and had an office branch in Sydney. Robert and Co was the defendant and respondent, operating business in Sydney. Under a contract of sale based on the CIF term to Sydney, Robert Little achieved an agreement to buy 450t of Japanese onions from Bowden Bros. The buyer found that the onions were unmerchantable when are shipped to Sydney and refused to accept and pay for them (Mo 2013). The seller sued the buyer for the unpaid price of the contract. The buyer argued that delivering the onions in Sydney was the sellers’ obligation under the contract. The seller argued that the contract was intended to delivering the goods at Kobe, Japan and marine risks should be responsible for the condition of the onions, not because of the seller’s breach of the implied term regard to merchantability under the relevant sale of goods legislation. Under the CIF term, the risk passes to buyer when the goods have passed over the ship’s rail in loading at the named port of shipment. The case indicated the issue of contract construction when the contract combines with an Incoterm and also showed an uncertain point that the sale of goods legislation is applied to contract of...
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...LESSON : 1 MEANING, CHARACTERISTICS AND TYPES OF A COMPANY STRUCTURE 1.0 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.0 Objective Introduction Meaning of Company Characteristics of a Company Distinction between Company and Partnership Types of Company Summary Keywords Self Assessment Questions Suggested Readings OBJECTIVE After reading this lesson, you should be able to: (a) (b) (c) 1.1 Define a company and explain its features. Make a distribution between company and partnership firm. Explain the various types of companies. INTRODUCTION Industrial has revolution led to the emergence of large scale business organizations. These organization require big investments and the risk involved is very high. Limited resources and unlimited liability of partners are two important limitations of partnerships of partnerships in undertaking big business. Joint Stock Company form of business organization has become extremely popular as it provides a solution to (1) overcome the limitations of partnership business. The Multinational companies like Coca-Cola and, General Motors have their investors and customers spread throughout the world. The giant Indian Companies may include the names like Reliance, Talco Bajaj Auto, Infosys Technologies, Hindustan Lever Ltd., Ranbaxy Laboratories Ltd., and Larsen and Tubro etc. 1.2 MEANING OF COMPANY Section 3 (1) (i) of the Companies Act, 1956 defines a company as “a company formed and registered under this Act or an existing company”. Section 3(1) (ii)...
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... | |Title over the property passes to the buyer upon delivery unless |Ownership is retained by the seller whether or not there is | |there is a contrary agreement |delivery. Ownership passes to the buyer only upon full payment of| | |the price | |Non-payment of the purchase price is a negative resolutory |The payment in full is a positive suspensive condition, meaning, | |condition, meaning the sale becomes ineffective upon the |if the purchase price is not paid, the obligation to deliver and | |happening of such condition |to transfer ownership on the part of the seller does not become | | |effective | |After delivery of the objective, the seller loses ownership over |Whether there is delivery or not, the seller retains the | |it. Unless, the contract is set aside, he cannot recover the |ownership of the object. If the seller, due to non-payment of the| |object |price is ousting the buyer from the property, he (seller) is not | | |rescinding the contract of sale but is precisely enforcing...
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...inspections, and much more. At the closing, title to the real estate is transferred in exchange for payment of the purchase price. It's also a complicated time because until closing preparations begin, the licensee's relationship is primarily with the buyer or the seller. During the closing period, new players come on the scene: appraisers, inspectors, loan officers, insurance agents, and lawyers. Negotiations continue, sometimes right up until the property is finally transferred. A thorough knowledge of the process is the best defense against the risk of a transaction failing. Key Terms • accrued items • closing • closing statement • computerized loan origination (CLO) • controlled business arrangement (CBA) • credit • debit • escrow accounts • escrow closing • Good Faith Estimate (GFE) • impound accounts • Mortgage Disclosure Improvement Act (MDIA) • prepaid items • prorations • Real Estate Settlement Procedures Act (RESPA) • survey • Uniform Settlement Statement (HUD-1) Learning Objective After successfully completing this topic, you will be able to describe the process involved and the issues that may concern both the buyer and the seller to comply with the requirements of both parties and allow a conveyance of clear and marketable title. Introduction Closing involves two major events. First, the promises made in the sales contract are fulfilled; second, the mortgage funds are distributed...
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