Tutorial 2 – passing of property
Essential reading: only bother with textbook reading if
needed in the exam
Twigg-Flesner and Canavan, Atiyah & Adams’ Sale of
Goods, pp. 225-260 (those pages not already read for
tutorial 1)
**Fox et al, Sealy and Hooley’s Commercial Law: Text,
Cases and Materials, pp. 307-354 [most of notes from
cases have been taken from this book]
McKendrick, Goode and McKendrick on Commercial
Law, pp.261-298.
Additional reading (try to read 2-3 of these):
L. Merrett, The Importance of delivery and possession
in the passing of title, [2008] CLJ 376.
Intro This row = for my
thoughts!!
Conclusion
Key points
Summary
Burns, ‘Better Late than Never: The Reform of the
Law on the Sale of Goods Forming Part of a Bulk’
(1996) 59 MLR 260
Intro ‘inadequate statutory protection’ provided by the Burns highlights
SGA 1979 the inadequacies of
s.16 ‘defied commercial expectations’ the law pre-s.20.
‘clearly, reform of the rules on passing of property
was required to meet the needs of commerce’
‘the law was defective with regards to goods bought
from bulk’
Conclusion Statutory rules on the passing of property proved to CONSIDER: why
be inadequate to meet the demands of modern were the reforms
1
, commerce ‘cautious’?
The strict nature of some of the old statutory rules
set a limit on what judges were able to do to Argues that the
modernise the law 1995 reforms
The reforms to the SGA in 1995 were very have not done
‘cautious’ enough –
‘Piecemeal change it better than no change at all suggests that
when the statutory law is not as effective as it should codification may
be, such piecemeal changes can lack coherence. It be the only
can also make the law difficult for users to access’ solution
Nothing less than codification would solve these
issues Argues
‘it is a reform better made late than never at all’ lawmakers
perhaps did not
act quickly
enough
Key points The new law may also have consequences for the
scope of the buyer’s statutory remedies under the
SGA 1979
The reforms do not go far enough – do not solve all
the difficulties that may arise under statutory
ownership in common
The buyer of an undivided share in bulk goods may
still face risks even as a co-owner until the goods are
finally apportioned and he receives his share in full
Summary READ for more detail on what the reforms are
Good article for tracking the timeline leading up to the
reforms!!
Goode, Ownership and Obligation in Commercial
Transactions (1987) 103 LQR 433
Intro This row = for my
thoughts!!
Conclusion
Key points
Summary
Law Commission, Sale of Goods Forming Part of a
Bulk (Law Com No. 215, 1993)
Intro This row = for my
thoughts!!
Conclusion
Key points
Summary Law Comm recommended
reforms – ultimately
became ss 20A and 20B
SGA 1979, inserted in
1995
2
, E. McKendrick ' Unascertained goods: ownership and
obligation distinguished' (1994) LQR 509
Intro This row = for my
thoughts!!
Conclusion
Key points
Summary
LS Sealy, 'Contract to sell unascertained goods' (1994)
Cam LJ 53(3) 443-446
Key points
Summary Concerns Re Goldcorp Exchange Ltd [1994]
Briefly mentions Re Stapylton Fletcher
Campbell, 'Passing of Property in Contracts for the
Sale of Unascertained Goods', (1996) JBL 199
Key points Re Stayplton Fletcher offers some
‘innovative solutions’ to buyers in cases
where the B pays the price before delivery
(and who does not take some security) or
where a B contracts to buy goods without
taking, or perhaps ever intending to take,
physical delivery from the S
Implications
The implications of the case will be
limited
Do the changes to the SGA in
1995 make any difference in
cases like Stapylton or Goldcorp?
Depends upon where under s.20A, the
relevant contracts are for the sale of goods
forming part of an identified bulk
In a Stapylton or Goldcorp sort of case the
only possible identified bulk is the seller’s
existing stock
“The Law Commission report is
largely a response to concerns
expressed by commodity traders and
associated interests, and its
recommendations are unlikely to
have an impact far outside that area”
Summary Is particularly on Re Stapylton Fletcher
3
Essential reading: only bother with textbook reading if
needed in the exam
Twigg-Flesner and Canavan, Atiyah & Adams’ Sale of
Goods, pp. 225-260 (those pages not already read for
tutorial 1)
**Fox et al, Sealy and Hooley’s Commercial Law: Text,
Cases and Materials, pp. 307-354 [most of notes from
cases have been taken from this book]
McKendrick, Goode and McKendrick on Commercial
Law, pp.261-298.
Additional reading (try to read 2-3 of these):
L. Merrett, The Importance of delivery and possession
in the passing of title, [2008] CLJ 376.
Intro This row = for my
thoughts!!
Conclusion
Key points
Summary
Burns, ‘Better Late than Never: The Reform of the
Law on the Sale of Goods Forming Part of a Bulk’
(1996) 59 MLR 260
Intro ‘inadequate statutory protection’ provided by the Burns highlights
SGA 1979 the inadequacies of
s.16 ‘defied commercial expectations’ the law pre-s.20.
‘clearly, reform of the rules on passing of property
was required to meet the needs of commerce’
‘the law was defective with regards to goods bought
from bulk’
Conclusion Statutory rules on the passing of property proved to CONSIDER: why
be inadequate to meet the demands of modern were the reforms
1
, commerce ‘cautious’?
The strict nature of some of the old statutory rules
set a limit on what judges were able to do to Argues that the
modernise the law 1995 reforms
The reforms to the SGA in 1995 were very have not done
‘cautious’ enough –
‘Piecemeal change it better than no change at all suggests that
when the statutory law is not as effective as it should codification may
be, such piecemeal changes can lack coherence. It be the only
can also make the law difficult for users to access’ solution
Nothing less than codification would solve these
issues Argues
‘it is a reform better made late than never at all’ lawmakers
perhaps did not
act quickly
enough
Key points The new law may also have consequences for the
scope of the buyer’s statutory remedies under the
SGA 1979
The reforms do not go far enough – do not solve all
the difficulties that may arise under statutory
ownership in common
The buyer of an undivided share in bulk goods may
still face risks even as a co-owner until the goods are
finally apportioned and he receives his share in full
Summary READ for more detail on what the reforms are
Good article for tracking the timeline leading up to the
reforms!!
Goode, Ownership and Obligation in Commercial
Transactions (1987) 103 LQR 433
Intro This row = for my
thoughts!!
Conclusion
Key points
Summary
Law Commission, Sale of Goods Forming Part of a
Bulk (Law Com No. 215, 1993)
Intro This row = for my
thoughts!!
Conclusion
Key points
Summary Law Comm recommended
reforms – ultimately
became ss 20A and 20B
SGA 1979, inserted in
1995
2
, E. McKendrick ' Unascertained goods: ownership and
obligation distinguished' (1994) LQR 509
Intro This row = for my
thoughts!!
Conclusion
Key points
Summary
LS Sealy, 'Contract to sell unascertained goods' (1994)
Cam LJ 53(3) 443-446
Key points
Summary Concerns Re Goldcorp Exchange Ltd [1994]
Briefly mentions Re Stapylton Fletcher
Campbell, 'Passing of Property in Contracts for the
Sale of Unascertained Goods', (1996) JBL 199
Key points Re Stayplton Fletcher offers some
‘innovative solutions’ to buyers in cases
where the B pays the price before delivery
(and who does not take some security) or
where a B contracts to buy goods without
taking, or perhaps ever intending to take,
physical delivery from the S
Implications
The implications of the case will be
limited
Do the changes to the SGA in
1995 make any difference in
cases like Stapylton or Goldcorp?
Depends upon where under s.20A, the
relevant contracts are for the sale of goods
forming part of an identified bulk
In a Stapylton or Goldcorp sort of case the
only possible identified bulk is the seller’s
existing stock
“The Law Commission report is
largely a response to concerns
expressed by commodity traders and
associated interests, and its
recommendations are unlikely to
have an impact far outside that area”
Summary Is particularly on Re Stapylton Fletcher
3
