GOODS
Goods are the subject
matter of a contract of sale without which there cannot be a contract of sale.
Section 62(1) of the Sales of Goods Act defines goods to include;
“all chattel personal other than things in action and
money…the term includes emblements, industrial growing crops and things
attached to or forming part of the land which are agreed to be severed before
sale or under the contract of sale.”
From this definition, the following deductions can be made:
1. Personal chattels are included in the definition of
goods while real chattels such as land are not included under the ambit of
sales of goods. Personal chattels are tangible, movable properties and are
distinct from chattels real which are immovable e.g buildings
2. Emblements are vegetables or crops produce which are as
a result of agricultural labour (fructus industriales) such as
cocoa, cassava etc. It should be noted that where
such produce are still attached to the land or forming part of the land, they
cannot be a subject matter of sales of goods unless they have been
severed or agreed to be severed from the land under the contract of
sale.
3. Land itself is excluded so also are buildings on it
because it cannot be severed or removed from the land. However in modern times,
there are movable houses that can be severed and transported from one location
to another so it’s not entirely accurate to say all buildings are not severable.
4. Things in action are excluded. This are personal rights
to property that can only be claimed or enforcer by action and not by taking
physical possession. Examples includes trademarks, promissory notes, shares etc.
5. Sale of money is ask excluded. However if money is sold
in coin, such may be excluded. That is such coin would pass as goods even not
used as legal tender. For instance, melting of coins to reproduce other items.
CLASSIFICATION OF GOODS
Generally speaking, Section
5 of the Sales of Goods Act specially defines the types of goods which may form
the subject matter of a contract of sale;
1 Existing and future
goods
2 Specific goods
(ascertained) and unascertained goods.
These are goods owned
and possessed by the seller at the time of entering into the contract or sale.
They can be specific i.e. ascertained or unascertained.
- SPECIFIC/ASCERTAINED GOODS
Subject to section
62(1) of the Sales of Goods Act, specific goods are defined as goods identified
and agreed upon at the time a contract of sale is made. Their classification is
significant, as it directly determines whether, and at what point, property and
risk in the goods pass from seller to buyer. In Howell v. Coupland, the
contract involved the sale of 200 tons of potatoes to be grown on a designated
plot of land. Despite the goods not yet being harvested, the court held that
they were specific goods. This was because the potatoes were clearly identified
by their source, that is, the named land and the quantity was fixed. The
specificity of both origin and amount meant the goods were ascertained at the
time of contract, satisfying the legal threshold for specific goods under the Sales
of Goods Act.
These are goods that
are not appropriated in a contract or identified by the parties at the time of
entering the contract. It can be in three categories; generic goods, future
goods and goods forming part of a larger bulk. Unascertained goods in most
cases are defined by description so that once the supply meets the description,
then the sellers obligation is discharged. For instance, a contract that
involves sale of 5 Toyota cars in a motor garage where there are 50 identical
Toyota cars remains unascertained goods until when the 5 Toyota cars are
identified and appropriated from the larger bulk. In Re Wait, the contract invoked the sales of 500 tons of wheat out of
the cargo of 1000 tons in the ship X-Challenger,
the court held that the goods were unascertained.
Future goods is a term
used by the Sales of Goods Act to define goods that are not in existence or
goods in existence but yet to be acquired by the seller at the time of the
contract. Section 5(1) of the Sales of Goods Act refers to them as:
“goods to be manufactured or acquired by the seller after the making of the
contract of sale.”
This provision covers not only goods that are yet to be manufactured but
also existing goods that are not yet acquired by the seller. It can therefore
be deduced that any person may sell or offer for sale goods which he is not the
owner or in possession of but which he expects or hopes to own or acquire
subsequently. Examples of future goods includes; a particular brand of car or machine to be made according to
specification.
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