You will become familiar with a range of issues, including: ownership of or title to goods, transfers of title and the effect on third parties, passing of property between buyer and seller.
Topics covered
- Personal property. Define the concepts of property, ownership and possession, the types and nature of personal property, interests in personal property, different contracts for the transfer of interests in personal property.
- Sale of goods. Distinguish between commercial and consumer sales. Discuss the approach taken to the interpretation of the Sale of Goods Act 1979. Analyse the components of the definition of a contract of sale. Explain the circumstances in which property in goods is passed. Identify how risk is passed. Understand the nemo dat rule. Discuss and illustrate the exceptions to the nemo dat rule. Explain the duties of the seller to deliver and the buyer to accept goods. Discuss the implied terms in ss.12–15 of the Sale of Goods Act 1979. Discuss the relationship between the different implied terms. Outline the limits imposed on attempts by the seller to exclude or restrict liability for breach of the implied terms. Understand and discuss the rules on acceptance. Explain the remedies available to the buyer and the seller where there is a breach of the sale contract. Explain the use of retention of title clauses and the limits of such clauses. Discuss the distinct approach taken by the Consumer Rights Act 2015 and the residual importance of the Sale of Goods Act 1979. Discuss the regime of implied terms and the range of remedies available in consumer sales.
- Payment mechanisms. Describe the nature of the banking business including describing the distinguishing features of a bank at law. Discuss the nature and function of bills of exchange and how they are defined by law with particular focus on the rules around the negotiation of bills.
- Credit and security. Understand and distinguish the concepts of credit and security. Exploring various mechanisms for financing and securing sales including real security (charge, lien, mortgage, pledge) and personal security (surety and guarantee), the requirements of assignment at both law and equity and an overview of consumer credit.
- Agency. Define the term ‘agent’. Explain how an agency is created. Discuss the scope of the agent’s authority. Explain the rights and obligations owed by the principal and by the agent to the third party. Explain the rights and obligations owed by the third party to the principal and to the agent.
Learning outcomes
If you complete the module successfully you should be able to:
- Demonstrate a critical understanding of origins and sources of commercial law and the forces that shape Commercial law today
- Explain the difference between possession and ownership and legal and equitable interests in personal property, the different forms of personal property and the different contracts under which they are transferred including sale, gift, hire purchase and bailment
- Demonstrate a detailed understanding of the nature of a sale of goods and distinguishing features of a business-to-business sale versus a trader-to-consumer sale and how the law has evolved to create these two distinct regimes
- Explain the statutory framework within England and Wales governing contracts for the sale of goods between businesses and to consumers with particular regard to the terms implied by the legislation, the passing of property and the nemo dat rule and select the relevant legal principles to synthesise solutions to problems
- Analyse the nature of the buyer’s and seller’s rights under a contract of sale and the remedies available when these contractual rights have been breached and the efficacy of attempts to exempt liability for a breach of such contractual rights
- Demonstrate understanding of the legal conception of the bank/customer relationship and nature, function and features of bills of exchange
- Show understanding of the nature and commercial function of credit, security and the different forms security takes and the mechanisms by which things in action may be transferred by assignment
- Understand and critically analyse the consumer credit regime
- Demonstrate an understanding of how agency relationships are created, the scope of an agent’s authority and the rights and obligations of agents, principals and third parties in relation to each other; analyse instances of agency that arise without the parties’ explicit consent
- Apply their knowledge to analyse complex legal questions and synthesise responses to problems
- Critique standard legal materials and arguments
- Conduct complex research exercises and use research evidence appropriately to support arguments.
- Work with others on a learning task, including providing effective feedback and responding positively to suggestions and criticism from others.
Assessment
4hr 15 mins unseen examination
Essential reading
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Fox, D., R. Munday, B. Soyer, A. Tettenborn and P. Turner Sealy and Hooley’s Commercial law: text, cases and materials. (Oxford: Oxford University Press, 2020) sixth edition [ISBN 9780198842149].