Contract of sale Definition

GLOSSARY

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What does Contract of sale mean?

A contract of sale refers to the transfer of property in goods from the seller to the buyer which takes place at the time of the contract without conditions or under certain conditions at some time in the future.

Under the Sale of Goods Act 1979, a contract of sale includes a sale and an agreement to sell. The seller is one who sells or agrees to sell goods. 'Sale' includes a bargain and sale as well as a sale and delivery. A contract for sale when it is executed is a contract plus a conveyance. In the Sale of Goods Act 1979, property means, unless the context or subject matter otherwise requires, the general property in goods and not merely a special property. Where the goods have been sold and the buyer defaults in payment, the seller may sue for the contract price.

View the related checklists about Contract of sale

Drafting and negotiating delivery terms for goods—checklist

Drafting and negotiating delivery terms for goods—checklist This Checklist sets out the key issues relating to the legal concept of delivery in business to business (B2B) contracts and the issues which should be considered when negotiating and drafting contract terms concerning delivery of goods. What is delivery? Delivery refers to the voluntary transfer of possession of goods from one person to another, rather than the mere dispatch of goods. Legal significance attaches to delivery entitling the seller to demand payment once delivery has occurred or, alternatively, the absence of delivery may entitle the buyer to claim damages. According to section 27 of the Sale of Goods Act 1979 (SGA 1979), the seller’s basic obligation is to deliver the goods in accordance with the terms of the contract. The parameters of this primary obligation are delineated by the provisions of the SGA 1979. The point at which delivery takes place is often indicative of when risk passes from the seller to the buyer. Ideally, parties should specify in the contract the...

‘Kilting’ a construction contract—checklist

‘Kilting’ a construction contract—checklist On first viewing, a Scots law building contract, professional appointment or collateral warranty would look very familiar to a practitioner with knowledge of English law versions of those documents. However, on closer inspection, it will become apparent that there are a number of (often subtle) differences which it is important to be aware of. This Checklist provides practical tips on how to convert an English law construction contract into one which is compliant with Scots law (also known as ‘kilting’ a contract). It is not intended to be exhaustive and assumes that the parties are using standard mid-market forms of construction contract which do not contain extensive project-specific drafting. Where such project drafting is included, there may be other differences between Scots law and English law which need to be taken into account. Execution issues • the concept of ‘execution as a deed’ does not exist in Scots law. Scots law documents are typically signed in ‘self-proving’ form in accordance with the Requirements of Writing (Scotland)...

Consumer remedies for faulty goods and services (pre 1 October 2015) [Archived]

ARCHIVED: This Practice Note has been archived and is not maintained. It summarises the law, guidance and practice relating to faulty goods and services in the UK, including remedies available to consumers, applicable to consumer contracts entered into before 1 October 2015. For contracts entered into after 1 October 2015, see our materials on the Consumer Rights Act 2015 listed in the ‘Introduction’ section below.IntroductionThis Practice Note summarises the law, guidance and practice relating to faulty goods and services in the UK, including remedies available to consumers where the trader does not comply with the contract for sale of goods and/or services, applicable to consumer contracts entered into before 1 October 2015 when the Consumer Rights Act 2015 (CRA 2015) came into force.This Practice Note considers the definition of consumer and of trader, sources of rights and remedies for consumers, rights and remedies consumers can benefit from, and exclusion of liability clauses.For information on CRA 2015 applicable to consumer contracts entered into on or after 1 October 2015, see Practice...

Contracts required to be in writing

This Practice Note considers the specific situations where a contract is required by law to be in writing: assignments, contracts for the sale of land, equitable mortgages, assents, transfers of shares, transfers of intellectual property rights, and guarantees.When a written contract is beneficial or a necessityContracts can be formed in one of three ways:•orally•by conduct, or•‘under hand’ (in writing)For more information on contract formation, see: Formation and interpretation—overview.Simple contracts are created in any of the above manners in ‘simple form’, whereas deeds must be executed in ‘solemn form’. See Practice Notes: Deeds and Executing documents—deeds and simple contracts.There are certain situations when a written contract is required by law or is necessary to satisfy registration requirements. Contracts are required by statute to be made or evidenced in writing for:•assignments•contracts for the sale of land (as opposed to the actual conveyance, which must be by deed)•equitable mortgages•assents•transfers of shares•transfers of intellectual property rights•guarantees‘Writing’ is defined in schedule 1 to the Interpretation Act 1978 (IA 1978) to include:‘typing, printing, lithography, photography and...

Discover our 92 Practice Notes on Contract of sale

Put and call option agreement

Put and call option agreement This Agreement is made [as a deed] on [insert date] Parties 1 [insert name of buyer] [incorporated and registered in [insert place of incorporation] under number [insert company number] whose registered office is at [insert address] OR of [insert address]] (the Buyer); and 2 [insert name of seller] [incorporated and registered in [insert place of incorporation ] under number [insert company number] whose registered office is at [insert address] OR of [insert address]] (the Seller). background: (A) The Seller has full legal and beneficial ownership of the Option Shares. (B) The Seller and Buyer have agreed to enter into a put and call option on the terms, conditions and provisions of this agreement. (C) [The parties intend to execute this agreement as a deed.] It is agreed as follows: 1 Definitions 1.1 In this agreement the following expressions shall have the following meanings: Articles • means the articles of association of the Company from time to time;...

Call option agreement

Call option agreement This Agreement is made [as a deed] on [insert date] Parties 1 [insert name of Buyer] [incorporated and registered in [insert place of incorporation] under number [insert company number] whose registered office is at [insert address] OR of [insert address]] (the Buyer); and 2 [insert name of Seller] [incorporated and registered in [insert place of incorporation] under number [insert company number] whose registered office is at [insert address] OR of [insert address]] (the Seller). background: (A) The Seller has full legal and beneficial ownership of the Call Option Shares (as defined below). (B) The Seller and Buyer propose to enter into the Call Option (as defined below). (C) [The parties intend to execute this agreement as a deed.] It is agreed as follows: 1 Definitions 1.1 In this agreement the following expressions shall have the following meanings: Articles • means the articles of association of the Company from time to time; Auditors • means the auditors of the Company from...

Dive into our 5 Precedents related to Contract of sale

What notices need to be served by a seller to terminate a contract of sale, if the buyer is unable to raise funds to complete?

What notices need to be served by a seller to terminate a contract of sale, if the buyer is unable to raise funds to

When determining whether an employee is ‘assigned to the organised grouping of resources or employees that is subject to the relevant transfer’ for the purposes of the automatic transfer provisions in TUPE 2006 a tribunal will look at, among other things, the amount of time spent working at the part of the business. Where an employee is employed by a holding company but in practice works for various group companies and the nature of the employment is such that the time the employee spends working for each group company fluctuates on an ad hoc basis, how would a tribunal assess the percentage of time spent working in the business that transfers?

When determining whether an employee is ‘assigned to the organised grouping of resources or employees that is subject to the relevant transfer’ for the purposes of the automatic transfer provisions in TUPE 2006 a tribunal will look at, among other things, the amount of time spent working at the part of the business. Where an employee is employed by a holding company but in practice works for various group companies and the nature of the employment is such that the time the employee spends working for each group company fluctuates on an ad hoc basis, how would a tribunal assess the percentage of time spent working in the business that transfers? Where there is a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, subject to an employee's right to object to the transfer, the contracts of employment of those employees employed by the transferor and 'assigned to the organised grouping of resources or employees that is subject to the relevant...

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Commercial weekly highlights—7 November 2024

This week's edition of Commercial weekly highlights includes: news of the publication of the Court of Appeal’s decision in Topalsson GMBH v Rolls-Royce Motor Cars Ltd which considers whether a limitation cap applied before set-off was applied, commentary on the decision in URE Energy Ltd v Notting Hill Genesis which considers whether a contractual right to terminate was effectively waived, and news that the Home Office has published guidance on the corporate 'failure to prevent fraud' criminal offence included in the Economic Crime and Corporate Transparency Act 2023.

Dangers in agreeing to agree (KSY Juice Blends UK Ltd v Citrosuco GMBH)

Commercial analysis: When people buy or consume orange juice few will think about what is left after the juice has been extracted. The Commercial Court dealt with a dispute between a Greek company and a Brazilian company concerning a product being the orange pulp wash. There were many issues concerning the non-acceptance of the product by the defendant which the claimant had agreed to sell. The issues between the parties included, in addition to the main allegation of non-acceptance, termination of the contract with claims and counter-claims as to repudiatory breach. In the end the court held that there had been no agreed price for specific consignments of the product. This is important because it emphasises that failing to agree a price in a contract for the sale of goods and, instead, providing that the price was to be agreed constitutes no more than that so that there is no enforceable contract. Written by Fred Philpott, barrister of Gough Square Chambers.

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GLOSSARY