RIGHTS OF THE BUYER

1. To receive goods as per the contract (sections 31 and 32)

2.Reject non-conforming goods and seek damages for breach. (section 37)

3.To be informed by the seller, when the goods are to be sent.

4. To have reasonable opportunity to examine the goods for arcestaining whether they are in
conformity with the contract.

5. To sue the seller for specific performance.

6.To sue the seller for damages for breach of a warranty or for breach of a condition treated as
breach of a warranty.

7. To sue the seller for damager of anticipatory breach of contract.

REMEDY OF RESCISSION FOR INNOCENT MISREPRESENTATION,

- Innocent misrepresentation is a representation that is neither fraudulent nor negligent.

- Sec 2 (1) of the Misrepresentation Act 1967: If a misrepresentation is fraudulent or negligent, the
claimant may claim both revelation and damages. In the case
of wilde v. Gibson: A contract can only be rescinded if the misrepresentation is fraudulent. (See also:
Sedan V. The North Eastern Salt Co Ltd.)

If a misrepresentation is negligent or innocent, the court has the discretion to award rescission or
damages in Lieu of rescission under section 2(2) of the Act..

Further,where a representor honestly believed that the statement was true, amounts to Innocent
misrepresentation.Under Section 2 (1) of the Misrepresentation Act 1967, in order to prove innocent
misrepresentation, the defendant has to prove that he thought the statement was true and also that
he was not negligent .

Byrne v. Heller was used to define innocent misrepresentation as those made entirely without a
fault.

A victim of an innocent misrepresentation is entitled to rescission of the contract assuming none of

the bars apply .Rescission is not always an option. There are some limits to rescission(bars):

1. AFFIRMATION

The right to rescind may be lost by affirmation of the contract by the claimant

after he/she discovered the truth. The injured party will affirm the contract if, with full knowledge of
the misrepresentation and their right to rescind, they expressly or impliedly state an intention to
continue with the contract.

They then cannot decide to bring the contract to an end at a later date. See
Long V. Lloyd (1958) 1 WLR 753
2. LAPSE OF TIME.

If the injured party does not take action to rescind within a reasonable time, the right will be
lost.Time runs from the date of the contract,and not the date of discovery of the misrepresentation.

See the case of :Leaf V.International Galleries (1950) 2 KB 86.

3. RESTITUTION IMPOSSIBLE

The injured party will lose the right to rescind if substantial restoration is impossible

e.g If the subject matter has changed.

See: Clarke v. Dickson (1855)

Thomas witter V. TBP industries ltd (1996)

4. THIRD PARTY RIGHTS.

If a (bona fide) third party acquires rights in the property, the representee will lose their right to
rescind.

Rescission is to put the parties back in the same position they were in before the contract. See:
Crystal Palace Football Club (2000) Ltd V. Dowie (2007) EWHC 1392 QB

N/B

Sec 1 of the Misrepresentation Act of 1967 removes some bars to rescission for innocent
mirepresentation only;

"1. Removal of certain bars to rescission for innocent misrepresentation.

Where a person has entered into a contract after a misrepresentation has been made
to him, and—

(a) the misrepresentation has become a term of the contract; or

(b) the contract has been performed;
or both, then, if otherwise he would be entitled to rescind the contract without alleging
fraud, he shall be so entitled, subject to the provisions of this Act, notwithstanding the
matters mentioned in paragraphs (a) and (b) of this section."

Damages for non delivery.

When the time for delivery is not met, the buyer can sue the seller for non delivery or
repudiate the contract.
Section 51(1) of the sale of goods Act provides that where the seller wrongfully
neglects or refuses to deliver goods to the buyer, the buyer may maintain an action
against the seller for damages for non delivery.
Where the seller delivers goods that are not in accordance with the contract, it is
considered that he has not delivered the goods hence non delivery can arise.
How damages are measured
Section 51(2) of the sale of goods Act provides the measure of damages is the
estimated loss directly and naturally resulting in the course of events from seller’s
breach of contract.
Section 51(3) further states that where there’s an available market for the goods in
question, the measure of damage is prima facie, to be ascertained by the difference
between the contract price and the market or the current price of the goods.
Pagnan & Fratelli V Corbisa Industrial Agropacuaria ltd
In this case, Corbisa, seller was contracted to supply maize to pagnan.
Shipment of maize was delayed and the goods were damaged hence the buyers
rejected the maize.
In November, the buyers contracted Corbisa to supply the same goods at a reduced
price.
The buyer sued the seller under the first contract for difference between the contract
price and the market price.
The court held that the prima facie rule for measuring damages under S.51 (3) would
not apply because the second contract was not independent and disconnected from
the first contract, hence Pagnan had suffered no loss.
Damages for late delivery
Late delivery is dealt in the same way as non delivery under section 51.
The buyer has the choice to accept or reject the goods.
REMEDY OF BREACH OF WARRANTY.
Section 53 of the sale of goods act provides that where there is a breach of warranty
by the seller ,the buyer is not entitled to reject the goods on account of the breach
alone. He or she may however set up against the seller the breach of warranty in
diminution of extinction of the price or he may sue the seller for damages of breach
of warranty .Here again the measure of damages is the estimated loss directly and
naturally resulting in the ordinary course of events from the breach of warranty in
dimunition or extinction of the price ,he or she is thereby prevented from maintaining
an action for the same breach of warranty he suffered further damage.
Where there is a breach of warranty of quality, the measure of damages is different
between the value of goods at the time of delivery to the buyer and the value they
would have had if they acted in accordance to the warranty.

In the case of Peter Darlington Partners ltd v Gosho co Ltd. The defendant sold
canary seeds to the plaintiff who later realized they contained impurities which was a
breach of the warrant. According to the custom of trade ,in cases of breach the buyer
is not entitled to reject the goods but is entitled to rebate on the price proportionate
to the percentage of the mixture in the seed. The court considered the custom trade
in canary seeds and held that the buyer was entitled to rebate for impurities thus the
entire contract could not be invalidated.

Injunction as a remedy of the buyer

An injunction is a remedy offered by a court of law restraining a person from
beginning or continuing doing a particular action and it usually serves to maintain
status quo. They maybe issued at the beginning of a trial (preliminary injunctions)
and can also be issued at the end of trial as part of court’s final judgement
(permanent/perpetual injunction).
In order for a court of law to grant an injunction, the party seeking the injunction must
proof that; it will suffer irreparable damage if it’s not granted, there is a strong prima
facie case whit high likelihood of success and that the benefit he/she gets from the
injunction outweighs the injury that will be suffered by the other party.
Haulmart Kenya ltd v Tata Africa Holdings
Facts
Haul Mart sought an injunction restraining the defendant from repossessing 8
tractors and 2 cane loaders which HaulMart had purchased from Caneland and had
fully paid for them through a credit facility from Oriental Commercial Bank ltd. Tata
however threatened to repossess the vehicles since it had not boon paid by
Caneland.
Tata responded claiming that Caneland had no right to sell the units since the sub-
dealership between Tata and Caneland had been terminated. It also claimed that
Caneland refused to return the units it had in its possession once the sub-dealership
had been terminated.
Tata also stated that Caneland expressed the intention to purchase the units,
through local Purchase Orders, Tata thus released the registration documents for the
units to Haulmart to enable it secure finances from the Bank to facilitate the
purchase. Caneland however failed to pay the full amount of the units and thus Tata
wished to repossess the units on claim that property had not passed.
Holding
The court held that under section 20(a) of SGA was the applicable section in this
matter and according to it, in an unconditional contract for sale of specific goods, the
property passes when the contract is made. This thus means that the property had
passed. The judge went further and stated that Tata would thus be an unpaid seller
by dint of section 39(1) (a) as the whole price had not been paid. Under section 49,
the act states that the remedy provided for an unpaid seller is the seller may
maintain an action against him for the price of the goods. The judge thus restrained
the defendant by way of a permanent injunction from repossessing the units in the
buyer’s possession
REJECTION OF THE GOODS
Rejection of goods by a buyer can be classified as one of the remedies which a
buyer may decide to obtain in the case where the seller decides to breach of the
contract. However, one of the results of rejecting the goods is that it leads to creating
an opportunity for the realization of other remedies. For example, if a buyer lawfully
rejects the goods, the buyer may claim for non-delivery of goods. This makes it more
of a right than a remedy, however, it is not sufficient enough to disqualify it as one.
Rejection does not necessarily terminate the contract, because, if the date of
performance is not due, the seller can still re tender the goods to the buyer.
However, if the rejection constitutes termination of the contract, it will amount to
repudiation where one party decides to renounce their obligations under the contract.
Repudiation is a remedy that at times goes hand in hand with rejection of goods and
is available to the buyer only when the seller’s breach of contract goes to the root of
the agreement either because it is a breach of a condition or because of the nature
and consequences of a breach of an innominate term.
In section 13 of the sale of goods act, when a contract of sale includes a condition
that the seller must fulfill, the buyer has two options:
1. Waiving the Condition: The buyer can choose to waive the condition. In
other words, they can overlook the condition and proceed with the contract
even if the seller does not fulfill it.
2. Treating Breach as Warranty: Alternatively, the buyer can treat the seller’s
failure to meet the condition as a breach of warranty rather than a reason to
cancel the entire contract. This means that the buyer can still enforce the
contract but may seek compensation for any damages resulting from the
breach.
Circumstances in which a buyer reserves the right to reject the goods;
1. When the seller breaches an express term of the contract.
An express term of a contract is one which has been explicitly agreed upon
and stated in the contract by all the parties. An example being in a contract for
 sale of goods where express terms may outline the price to be paid, payment
terms or even delivery of the goods.
A seller may breach this express term by maybe non-performance, late
performance or delivering poor quality goods.
Therefore, in the situation where a seller breaches an express term of the
contract, for example providing goods that don’t meet the standards, the
buyer has a to reject the good
2. When the seller breaches an implied condition.
An Implied condition is one where the terms are not explicitly part of
mentioned in the contract, but are still considered to be part of the agreement
and are binding to the parties.
For example, in an employment contract where it is implied that the employer
should provide a safe working environment to the employee.
An example of a breach to the implied terms could be where the seller ignores
a statutory implied term.
3. Where the seller breaches an innominate term of the contract.
An innominate term is one which is neither a condition nor a warranty up until
the term is breached, after which it is classified as either depending on the
seriousness of the breach.
When a seller breaches an innominate term of the contract, it deprives the
buyer the whole benefit of the contract.
In the case of Hong Kong Fir Shipping Co ltd v Kawasaki Kisen Kaisha ltd
[1962]2 QB 26, one of the clause of the contract was that for the duration of
the charterparty, the ship must be in every way fitted for ordinary cargo
service and the court held that the fact that the defendant repudiated the
charterparty, he is liable for repudiator breach of contract since the clause was
an innominate term, and it was not breached enough to entitle the defendant
to terminate the charterparty.
In the case of Warinco A G V Samor SPA [1977] 2 Lloyd’s Rep 582, it involved
rejection of an instalment by the buyer. The contract was for the sale of crude rape
seed oil in several instalments. The buyer rejected the first installment stating that it
was not the colour required by the contract (the express term). The sellers disputed
this and still told the buyers that the next installment would be identical to the first
one, which the buyers had rejected. The buyers still insisted that the rest of the
installments should conform to the terms of the contract, and in the end, the sellers
decided to decline to deliver any installment arguing that the buyer’s actions
amounted to repudiation and with the fear that the buyers would still reject the
second and the other installments.
Donaldson J held that the sellers had acted wrongly in refusing to tender the second
installment, however, this decision was reversed on appeal where it was held that if
the buyer under a contract calling for delivery by installments rejects the goods in a
way that destroys the basis of the contract, common sense suggests that the seller
should not be expected to go to the trouble and expense of tendering later
instalments if he does not want to
Action for damages
Damages are meant to compensate the buyer for the loss occurring from the breach
naturally. If the buyer does not receive the goods, damages are calculated as the
difference between the price of the goods as agreed in the contract and the price of
obtaining such goods after the breach, the loss thereof. This breach is the non
delivery of the goods.

Rights of the seller

A seller is known legally as an unpaid seller if the buyer, in breach of the contract,
wrongfully fails to pay for the goods as per the terms of the contract, and where a bill
of exchange or other negotiable instrument is received as a conditional payment and
the condition on which it was received has not been fulfilled. This is stated in Section
39 of the Sale of Goods Act. Remedies of the unpaid seller are either real or
personal. Real remedies are against the goods and can be enforced with no judicial
intervention but personal remedies are enforced via the courts, and are against the
buyer.

REAL REMEDIES
Unpaid Seller's Lien
An unpaid seller as a lien over the goods they have sold until the full payment is
received. The lien allows the seller to retain possession of the goods as security for
the outstanding payment. If the buyer defaults on payment, the seller can exercise
this right by withholding delivery or repossessing the goods. The lien is for the price
of the goods and not for any accidental expenses like storage. Example: If you sell a
laptop to a customer, you can retain possession of the laptop until they pay the full
purchase price. Lien is covered in Sections 41, 42 and 43 of the SoGA.
Lien is lost if the seller delivers the goods to a carrier to transport to the buyer
without reserving the right of disposal of the goods or if the buyer lawfully obtains
possession of the goods.
Right of Stoppage in Transitu
When the buyer is insolvent (unable to pay debts), the seller has the right to stop the
goods while they are in transit. This right allows the seller to regain possession of the
goods from carriers for example shipping companies before delivery to the buyer.
The purpose is to prevent the insolvent buyer from receiving the goods without
paying. Example: If the buyer becomes bankrupt during shipment, the seller can stop
the goods from reaching the buyer and reclaim them. This is covered in Sections 44,
45 and 46 of SoGA.
In the case of Blackburn Bobbin Co. V. Allen & Sons , the bobbins were delivered
to a common carrier for shipment to the buyer. Before the bobbins reached the
buyer, the buyer became insolvent. The question before the court was whether the
seller had the right to stop the bobbins in transit and regain possession. The court
held that the seller had a valid right of stoppage in transit. The seller exercised this
right by notifying the carrier to redeliver the bobbins. The seller retained possession
of the bobbins until payment or tender of the price.
Right to Resale
If the buyer defaults on payment, the seller can resell the goods to recover the
outstanding amount. The seller must give reasonable notice to the buyer about the
intention to resell. If the resale price is lower than the original contract price, the
seller can claim the difference as damages from the buyer. Example: If a buyer fails
to pay for a shipment of electronics, the seller can resell the electronics to another
buyer and seek compensation for any loss.This is expressed in Section 48 of SoGA.
In the case of R v. Ward v. Bignall, there was a contract for the sale of two cars, a
Vanguard and a Zodiac, for $850. The buyer made a deposit of $25 but failed to pay
the full price despite receiving reasonable notice. The seller then attempted to resell
the cars, but could only sell the Vanguard for $359. The seller claimed damages
amounting to $475, which represented the balance of the price and $22 for
advertising expenses. The court held that once the seller resells the goods, the
contract is rescinded and the seller cannot claim the full price, but can only ask for
the advertising expenses and the shortfall in the price of the Vanguard.
Personal remedies
(a) Action for Price
Section 49 provides that the unpaid seller has a right of action for the price of the
goods:
(i) Where the property in the goods has passed to the buyer and he refuses to pay
for them according to the contract.
(ii) If the buyer has agreed to pay for the goods on a certain day, and he wrongfully
refuses to pay for them.
(b) Action for damages
Section 50 provides that where the buyer wrongfully neglects or refuses to accept and
pay for the goods (i.e. the property in the goods has not been passed to the buyer) the
seller may maintain an action against him for damages for non-acceptance. The
amount of damages will be the estimated loss caused by the buyer's breach of
contract.