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SECTION 1 INTRODUCTION
 
A. Domestic sale of goods in Singapore governed by the Sale of Goods Act (“SGA”)
 
 
B. SGA applies to any contract for the sale of goods
 
 
C. Consumer Protection (Fair Trading) (“CPFTA”) applies to consumer sales alongside the SGA
 
 

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SECTION 2 FORMALITIES AND ELEMENTS OF THE CONTRACT
 
A. No formal requirements for creation of contract
 
 
B. Capacity to enter into sale contracts determined according to general law
 
 
C. Price of goods can be fixed or decided by certain methods
 
 
D. Goods can be existing goods or future goods
 
 
E. Goods can be specific goods or unascertained goods
 
 

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SECTION 3 TERMS OF THE CONTRACT
 
A. Terms classified into conditions, warranties and innominate terms
 
 
B. Stipulations as to time of payment not of essence
 
 
C. Terms implied by the SGA
 
(1) SGA contains implied terms
 
 
(2) Implied condition that seller has right to sell goods
 
 
(3) Implied warranties that goods are free from encumbrances
 
 
(4) Implied condition that goods correspond with description in sales by description
 
 
 
(5) Implied condition that goods are of satisfactory quality
 
 
 
(6) Implied condition that goods are reasonably fit for purpose which goods are bought
 
 
(7) Implied condition that bulk corresponds with sample in quality
 
 
D. Ability of seller to exclude or restrict liability arising under implied terms controlled by the Unfair Contract Terms Act
 
 
E. Right to terminate contract for slight breach of implied condition
 
(1) Amendments made to the SGA to prevent unfairness
 
 
(2) Buyer who does not deal as consumer unable to reject goods for slight breach of implied condition
 
 

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SECTION 4 PASSING OF PROPERTY
 
A. Whether property in goods has passed could be relevant for various purposes
 
 
B. General rule that property passes according to intention of parties
 
 
C. Default rules under Section 18
 
(1) Property passes when contract is made, in unconditional contract for goods in deliverable state
 
 
(2) Property passes when seller has done something to put goods in deliverable state, where he is bound to do so
 
 
(3) Property passes when seller has done some act to determine price of goods, where he is bound to do so
 
 
(4) Property passes when buyer does any act adopting the transaction, in goods delivered on sale or return
 
 
(5) Property passes when goods of description and in deliverable state are unconditionally appropriated to contract, in sale of unascertained goods or future goods by description
 
 
D. Seller reserves right of disposal to goods until certain conditions fultilled
 
 
E. Transfer of an Undivided Share in a Bulk
 
(1) Section 20 enacted to protect buyers who bought goods forming part of identified bulk
 
(2) Buyer given undivided share in bulk
 
 
(3) Property in goods passed to buyer upon appropriation to contract
 
 

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SECTION 5 RISK AND PERISHMENT OF THE GOODS
 
A. Goods remain at seller’s risk until property transferred to buyer
 
 
B. Contract void in mistake as to good’s existence
 
 
C. Contract void when goods perish after agreement but before risk passed
 
 

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SECTION 6 TRANSFER OF TITLE BY NON-OWNER
 
A. General rule that buyer acquires no better title to goods than seller had
 
 
B. Exceptions to Nemo Dat principle set out in the SGA and the Factors Act
 
 
 

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SECTION 7 DUTIES OF THE SELLER AND BUYER
 
A. Duty of seller to deliver goods, and duty of buyer to accept and pay for them
 
 
B. Buyer´s right to reject goods
 
(1) Buyer entitled to reject goods upon breach of condition
 
 
(2) Buyer entitled to reject goods if wrong quantity delivered
 
 
(3) Buyer loses right to reject goods upon acceptance in non-severable contract
 
 
(4) Buyer does not necessarily right to reject goods upon partial acceptance
 
 
(5) Buyer entitled to reject defective instalments, but not necessarily rest of contract
 
 

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SECTION 8 UNPAID SELLER´S REAL REMEDIES AGAINST THE GOODS
 
A. Seller unpaid when whole of price not paid or tendered
 
 
B. Right of lien available to unpaid seller where property passed to buyer
 
 
C. Right to withhold delivery available to unpaid seller where property not passed to buyer
 
 
D. Right of unpaid seller to resell goods limited by contract with original buyer
 
 

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SECTION 9 SELLER´S ACTIONS FOR BREACH OF CONTRACT
 
Seller entitled to price of goods where property passed to buyer
 
 
B. Damages for non-acceptance
 
(1) Seller entitled to damages for non-acceptance
 
 
(2) Measure of damages for non-acceptance is the loss directly and naturally resulting from buyer’s breach of contract
 
 
(3) Assessment of damages where there is an available market
 
 
(4) Measure of damages unclear where seller resells goods at price different from market price
 
 
(5) Assessment of damanges where there is no available market
 
 
(6) Meaning of “available market”
 
 
C. Seller entitled to damages for refusal to take delivery
 
 
D. Parties entitled to interest or special damages available under general law
 
 

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SECTION 10 BUYER´S ACTIONS FOR BREACH OF CONTRACT
 
A. Buyer entitled to damges for non-delivery
 
 
B. Damages not confined to market price rule where sub-sale not fulfilled by substitute goods
 
 
C. Court has discretion to award specific performance
 
 
D. Buyer entitled to damages for breach of warranty
 
 
E. Buyer’s right at common law to recover interest or special damages not affected by the SGA
 
 
F. Buyer’s right to recover money for total failure of consideration not affected by the SGA
 
 

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SECTION 11 CONSUMER PROTECTION IN SALE CONTRACTS
 
A. Consumer Protection (Fair Trading) Act (“CPFTA”) enables consumers to bring actions for unfair practice and gives them additional remedies for defective goods
 
 
B. Unfair practice under Part II of CPFTA
 
(1) A consumer who has bought goods from a supplier has a right of action for unfair practice
 
 
(2) What constitutes “unfair practice”?
 
 
C. Consumer rights in respect of non-conforming goods under part III of CPFTA
 
(1) Buyer deals as a consumer and goods do not conform to the contract
 
 
(2) Buyer gets additional rights of repair, replacement, reduction in price or rescission
 
 
(3) Goods are deemed not to conform at the time of delivery if they do not conform within a 6-month period
 
 

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Updated as at 29 February 2016
 
By: Dora Neo
Associate Professor

 

Faculty of Law, National University of Singapore