Module 2

The sale of goods: what a sale is, formation, the implied terms, when property passes, retention of title and who bears the risk

A sale of goods looks like the simplest contract there is: one person hands over something and another pays for it. The law has made it complicated because three things can happen at different times. The contract is made on one day, the goods are delivered on another, and ownership and the risk of loss may pass at a third moment that neither party thought about. When the goods are destroyed, or the buyer goes bust, the moment at which ownership and risk passed decides who loses. This module sets out what counts as a sale, the terms the law writes into every sale, the rules for when property passes, the clause by which sellers try to keep ownership until they are paid, and the rules on risk.

General education on commercial law and secured transactions, using invented businesses, people and figures. It states common principles in simplified form and does not describe any one country’s law, which differs and changes; rules on sale, security, registration and priority are strict and local. It is not legal advice. Consult a qualified lawyer in the place that matters.