LEGAL IMPLICATION OF SALE BY DESCRIPTION

Buy sell agreements are common in procurement routines. These sorts of activities do, in fact, define the procurement process. The issue is ensuring that the sale of goods contract one has got him/herself in is effective since these contracts, whether they are sale contract or agreement to sell, determine how ownership is to pass from the seller to the buyer. In case the goods one is interested in are sold by description, may be as a result of an ecommerce platform or just an email in eprocurement that describes what one is interested, the parties to the sale of goods contract to follow need to understand the legal implication of sale by Description.

 If the buyer describes what they want to buy, the sale of goods is by description, and there is an implied condition that the goods shall correspond to the description. The assumption is that if the buyer doesn’t see the goods, then they must be buying by description. Then again even if they see them they may still be buying them by description.

This was the case in: Grant v Australian Knitting Mills Ltd (1936) G went to M’s shop and asked for some men’s underwear. Some woolen underwear was shown to him and he bought it. Held: it was a sale by description

A sale is not just going to be prevented from being one of description simply because the buyer was merely exposed to the goods. Thus even goods selected by the buyer on their own, for example from a shelve in a supermarket, may never the less be bought by description. Key issue is that the buyer relied on the description

Beale V. Taylor (1967) 1 W.L.R 1193

A buyer responded to an advertisement describing a car for sale as a “1961” model. He inspected the car before buying it. After buying it he discovered that the car consisted of half a 1961 model and half of an earlier car.

Held: the seller was liable since the buyer had relied at least to some extent on the description

If there is no reliance at all by the buyer upon the description, then there is no sale by description and therefore the seller will not be liable under section 13 of the sale of goods act.

Harlington & Leinster v Christopher Hull Fine Art (1991)

The claimant purchased a painting from the defendant for £6,000. The painting was described in an auction catalogue as being by German impressionist artist Gabrielle Munter. Both the buyers and the sellers were London art dealers. The sellers were not experts on German paintings whilst the buyers specialised in German paintings. The purchasers sent their experts to inspect the painting before agreeing to purchase. After the sale the buyers discovered that the painting was a fake and worth less than £100. They brought an action based on s.13 Sale of Goods Act in that the painting was not as described.

Held: By sending their experts to inspect the painting this meant the sale was no longer by description. S.13 only applies to goods sold by description and therefore the buyers had no protection.

With sale by description the buyer cannot be forced to accept goods that don’t comply with the description even if such goods are not defective in quality. The question is whether the goods are as par the description and not whether they are of good quality

Ashington Piggeries Ltd v Christopher Hill Ltd (1972) A.C 441

The sellers, X supplied herring meal consisting of herrings plus preservative under a contract to sell “herring meal” which was wanted by the buyers, Y, for use as an ingredient in compounding animal feed to be sold to Z, who wanted it to feed to Mink. Unfortunately the herrings and preservative together had suffered a chemical reaction making the meal poisonous to mink.

Held: 1) There had been no addition of goods outside the contract description and therefore the meal supplied corresponded to the description “herring meal” 2) the feed was not of merchantable quality because it had ingredient which was toxic (We will expand on this in when looking at merchantable quality)

If the goods are sold by both sample and description the goods should correspond to both sample and description

Nichol v. Godts (1854) 10 Ex. 191

N agreed to sell G some oil described as “foreign refined rape oil, warranted only equal to sample.” N delivered oil equal to the quantity samples, but which not “foreign refined rape oil.” Held, G could refuse to accept it.

And now look at this

Re Moore & Landauer (1921)

A contract for the sale of 3,100 tins of peaches described the tins as being packed in cases of 30.When they arrived the tins were packed in cases of 24 although the agreed overall number of tins was supplied.

Held: The purchaser was entitled to reject the goods as they were not as described

Most business transactions, given that most sales are now done online, will have a large percentage of description and therefore knowledge in the legal implication of sale by description will save you from legal issues.