Commercial Law Exam Notes
Sale of Goods Act 1923 (NSW)
Contract of Sale
• Section 5 of SOGA - Definitions
o Contract of sale includes an agreement to sell as well as a sale
• Section 6 of SOGA - Sale and agreement to sell
1. A contract of sale of goods is a contract whereby the seller transfers or agrees to
transfer the property in goods to the buyer for a money consideration called the price.
There may be a contract of sale between one part owner and another.
2. A contract of sale may be absolute or conditional.
3. Where under a contract of sale the property in the goods is transferred from the seller
to the buyer, the contract is called a sale; but where the transfer of the property in the
goods is to take place at a future time, or subject to some condition thereafter to be
fulfilled, the contract is called an agreement to sell.
4. An agreement to sell becomes a sale when the time elapses or the conditions are
fulfilled, subject to which the property in the goods is to be transferred.
Definition of Goods
• Section 5 of SOGA - Definitions
o Goods include all chattels personal other than things in action and money.
The term includes emblements and things attached to or forming part of the
land which are agreed to be severed before sale or under the contract of sale.
Types of Goods
Specific Goods
• Section 5 of SOGA → Goods identified and agreed upon at the time a contract of
sale is made
• I.e. can point to the item and say ‘I want that one’
• May be characterised as being sold by description in particular circumstances
Unascertained Goods
• Section 25 of SOGA → ‘...where there is a contract for the sale of unascertained
goods, no property in the goods is transferred to the buyer unless and until the goods
are ascertained.’
• Not identified or agreed upon at the time of making contract
Sale of Goods Act 1923 (NSW)
Contract of Sale
• Section 5 of SOGA - Definitions
o Contract of sale includes an agreement to sell as well as a sale
• Section 6 of SOGA - Sale and agreement to sell
1. A contract of sale of goods is a contract whereby the seller transfers or agrees to
transfer the property in goods to the buyer for a money consideration called the price.
There may be a contract of sale between one part owner and another.
2. A contract of sale may be absolute or conditional.
3. Where under a contract of sale the property in the goods is transferred from the seller
to the buyer, the contract is called a sale; but where the transfer of the property in the
goods is to take place at a future time, or subject to some condition thereafter to be
fulfilled, the contract is called an agreement to sell.
4. An agreement to sell becomes a sale when the time elapses or the conditions are
fulfilled, subject to which the property in the goods is to be transferred.
Definition of Goods
• Section 5 of SOGA - Definitions
o Goods include all chattels personal other than things in action and money.
The term includes emblements and things attached to or forming part of the
land which are agreed to be severed before sale or under the contract of sale.
Types of Goods
Specific Goods
• Section 5 of SOGA → Goods identified and agreed upon at the time a contract of
sale is made
• I.e. can point to the item and say ‘I want that one’
• May be characterised as being sold by description in particular circumstances
Unascertained Goods
• Section 25 of SOGA → ‘...where there is a contract for the sale of unascertained
goods, no property in the goods is transferred to the buyer unless and until the goods
are ascertained.’
• Not identified or agreed upon at the time of making contract
