1. TRANSFER OF GOODS
1.1. Section 27 - "Subject to this Act and of any other law for the time being in force, where goods are sold by a person who is not the owner thereof, and who does not sell them under the authority or with the consent of the owner, the buyer acquires no better title to the goods than the seller had...."
1.2. As a general rule, a seller or a person who has no authority over that goods cannot give the titles to the buyer
1.3. OBJECTIVE: 1- To protect the right of ownership 2- To protect that owner's interest
1.4. See the case of Lim Chui Lai v. Zeno Ltd [1964] 30 MLJ 314
1.5. EXCEPTION TO THE RULE OF "NEMO DAT QUOD NON HABET"
1.5.1. Estoppel- If the owner of the goods through his conduct makes the buyer believes that the person who sells the goods has the authority to sell, then the buyer will acquire a good title of the goods (Sec.27)
1.5.2. Sale by a Merchantile Agent- If an agent having in the customary course of business authority either to sell goods, or to consign goods for the purpose of sale, or to buy goods, or to raise money on the security of goods. A broker, an auctioneer or a dealer of goods for commission are the examples of merchantile agents (Sec.27)
1.5.3. Sale by One of Joint Owners- "If one of several joint-owners of goods has the sole possession of them by permission of the co-owners, the property in the goods is transferred to any person who buys them in good faith and has no notice at the time of the contract that the seller has no authority to sell." (Sec.28)
1.5.4. Sale under a Voidable Contract- Where the seller of goods has obtained possession under a voidable contract, but the contract has not been avoided at the time of the sale, the buyer acquires a good title to the goods provided he buys them in good faith and without notice of the seller's defect of title. (Sec.29)
1.5.5. Sale by a Seller in Possession After Sale- Under this exception, a seller who remains in possession of the goods or of the documents of title for the goods which he had sold can pass a good title to a bona fide purchaser. Thus, the second buyer gets a good title while the original buyer loses his. [Sec.30(1)]
1.5.6. Sale by a Buyer in Possession after Sale- If a buyer having bought or agreed to buy goods, obtains possession of the goods or the documents of title with the consent of the seller, he can pass a good title to a subsequent bona fide purchaser. [Sec.30(2)]
2. PERFORMANCE OF CONTRACT
2.1. Chapter IV of the Sale of Goods Act 1957
2.2. Duties of seller and buyer- It's duty of the seller to deliver the goods and of the buyer to accept and pay for them in accordance with the terms of the contract of sale. (Sec.31)
2.3. Payment and delivery are concurrent conditions- Unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions, that is to say, the seller shall be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer shall be ready and willing to pay the price in exchange for possession of the goods. (Sec.32)
2.4. Delivery- Made by doing anything which the parties agree shall be treated as delivery or which has the effect of putting the goods in the possession of the buyer or of any person authorised to hold them on his behalf. (Sec.33)
2.5. Buyer to apply for delivery- The seller of goods is not bound to deliver them until the buyer applies for delivery. (Sec.35)
2.6. Rules as to delivery- (Sec.36)
2.7. 1) By Delivery
2.7.1. Delivery of wrong quantity (Sec.37)
2.7.1.1. (a) Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them, but if the buyer accepts the goods so delivered, he shall pay for them at the contract rate.
2.7.1.2. (b) Where the seller delivers to the buyer a quantity of goods larger than he contracted to sell, the buyer may accept the goods included in the contract and reject the rest, or he may reject the whole. If the buyer accepts the whole of the goods so delivered, he shall pay for them at the contract rate.
2.7.1.3. (c) Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract and reject the rest, or may reject the whole.
2.7.1.4. (d) This section is subject to any usage of trade, special agreement or course of dealing between the parties.
2.7.2. Instalment deliveries (Sec.38)
2.7.2.1. (a) Unless otherwise agreed, the buyer of goods is not bound to accept delivery thereof by instalments.
2.7.2.2. (b) Where there is a contract for the sale of goods to be delivered by stated installments which are to be separately paid for, and the seller makes no delivery or defective delivery in respect of one or more installments, or the buyer neglects or refuses to take delivery of or pay for one or more installments, it is a question in each case depending on the terms of the contract and the circumstances of the case, whether the breach of contract is a repudiation of the whole contract, or whether it is a severable breach giving rise to a claim for compensation but not to a right to treat the whole contract as repudiated.
2.7.3. Delivery to carrier or wharfingers (Sec.39)
2.7.3.1. (a) Where in pursuance of a contract of sale, the seller is authorised or required to send the goods to the buyer, delivery of the goods to a carrier, whether named by the buyer or not, for the purpose of transmission to the buyer, or delivery of the goods to wharfinger for safe custody, is prima facie deemed to be a delivery of the goods to the buyer.
2.7.3.2. (b) Unless otherwise authorised by the buyer, the seller shall make such contract with the carrier or wharfinger on behalf of the buyer as may be reasonable having regard to the nature of the goods and the other circumstances of the case. If the seller omits to do so, and the goods are lost or damaged in course of transit or whilst in the custody of the wharfinger, the buyer may decline to treat the delivery to the carrier or wharfinger as a delivery to himself, or may hold the seller responsible in damages.
2.7.3.3. (c) Unless otherwise agreed, where goods are sent by the seller to the buyer by a route involving sea transit, in circumstances in which it is usual to insure, the seller shall give such notice to the buyer as may enable him to insure them during sea transit, and if the seller fails to do so, the goods shall be deemed to be at his risk during such sea transit.
2.7.4. Buyer's right of examining the goods (Sec.41)
2.7.4.1. (a) Where goods are delivered to the buyer which he has not previously examined, he is not deemed to have accepted them unless and until he has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract.
2.7.4.2. (b) Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, he is bound, on request, to afford the buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract.
2.8. 2) By Acceptance- (Sec.42)
2.8.1. The buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or when the goods have been delivered to him and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them.
3. REMEDIES FOR BREACH
3.1. a) Breach by buyer
3.1.1. Liability of buyer for neglecting or refusing delivery of goods (Sec.44)
3.1.2. Suit for price (Sec.55)
3.1.3. Damages for non-acceptance (Sec.56)
3.2. b) Rights of Unpaid Seller against the Goods (Seller’s Remedies)
3.2.1. Unpaid seller defined (Sec.45)
3.2.2. Unpaid seller's rights (Sec.46)
3.2.2.1. I. LIEN
3.2.2.1.1. Part delivery (Sec.48)
3.2.2.1.2. Termination of lien (Sec.49)
3.2.2.1.3. Seller's lien (Sec.47)
3.2.2.2. II. STOPPAGE IN TRANSIT
3.2.2.2.1. Right of stoppage in transit (Sec.50)
3.2.2.2.2. Duration of transit (Sec.51)
3.2.2.2.3. How stoppage in transit is effected (Sec.52)
3.2.2.2.4. Effect of sub-sale or pledge by buyer (Sec.53)
3.2.2.3. III. RESALE
3.2.2.3.1. Sale not generally rescinded by lien or stoppage in transit (Sec.54)
3.3. c) Breach by the Seller and the Buyer’s Remedies
3.3.1. Damages for non-delivery (Sec.57)
3.3.2. Specific performance (Sec.58)
3.3.3. Remedy for breach of warranty (Sec.59)