The Sale of Goods Act 1895 (Western Australia)

The Sale of Goods Act 1895 codifies the law governing contracts for the sale of goods in Western Australia. Its expressed purpose is “for codifying the law relating to the sale of goods.” The Act defines what a sale and an agreement to sell are, sets formal requirements for certain contracts, prescribes implied terms and remedies, and creates property and risk rules that determine when ownership and loss exposure move between seller and buyer.

Mechanically the Act does the following, by reference to specific provisions:

Defines the contract forms and who can be a party, distinguishing a sale from an agreement to sell, and treating part‑ownership sales as possible (s 1). It also imports general capacity rules and a special rule for necessities for infants or mentally incapacitated persons (s 2).
Prescribes how a contract may be made (written, oral, partly written, or implied by conduct), subject to company law (s 3), and requires a written note or part‑performance for contracts of $20 or more to be enforceable, unless part acceptance or payment occurs (s 4).
Categorises goods as existing, future, or unascertained, and sets consequences where goods perish before contract or before sale (ss 5-7).
Provides mechanisms for price ascertainment, including where price is to be fixed by valuation and the consequences if the valuer fails to act (ss 8-9).
Implies title, possession and freedom from undisclosed encumbrances in favour of buyers (s 12), and supplies conditions as to description, sample and fitness or merchantable quality in specified circumstances (ss 13-15).
Prescribes rules for the transfer of property and the moments when property and risk pass, with a statutory table of rules to determine intention and special provisions for reservation of disposal and the effect of delivery to carriers (ss 16-20, 18 Table, 19, 32-33).

CrestWestern Australia

Sale of Goods Act 1895

Western Australia

Sale of Goods Act 1895

Contents

Part I — Formation of the contract

Division 1 — Contract of sale

Sale and agreement to sell 2
Capacity to buy and sell 2

Division 2 — Formalities of the contract

Contract of sale, how made 3
Contract for sale of $20 and upwards 3

Division 3 — Subject matter of contract

Existing or future goods 4
Goods perishing before contract is made 4
Goods perishing before sale but after agreement to sell 4

Division 4 — The price

Ascertainment of price 4
Agreement to sell at valuation 5

Division 5 — Conditions and warranties

Stipulations as to time 5
When condition to be treated as warranty 5
Implied undertakings as to title etc. 6
Sale by description 6
Implied conditions as to quality or fitness 7

Division 6 — Sale by sample

Sale by sample 8

Part II — Effects of the contract

Division 1 — Transfer of property as between seller and buyer

Goods must be ascertained 9
Property passes when intended to pass 9
Rules for ascertaining intention 9
Reservation of right of disposal 11
Risk, prima facie, passes with property 11

Division 2 — Transfer of title

Sale by person not the owner 12
Market overt 12
Sale under voidable title 12
Revesting of property in stolen goods on conviction of offender 12
Seller or buyer in possession after sale 13

Part III — Performance of the contract

Duties of seller and buyer 15
Payment and delivery are concurrent conditions 15
Rules as to delivery 15
Delivery of wrong quantity 16
Instalment deliveries 16
Delivery to carrier 17
Risk where goods are delivered at distant place 17
Buyer’s right of examining the goods 18
Acceptance 18
Buyer not bound to return rejected goods 18
Liability of buyer for neglecting or refusing delivery of goods 18

Part IV — Rights of unpaid seller against the goods

Division 1 — General

Unpaid seller defined 19
Unpaid seller’s rights 19

Division 2 — Unpaid seller’s lien

Seller’s lien 20
Exercise of lien where part delivery 20
Termination of lien 20

Division 3 — Stoppage in transitu

Right of stoppage in transitu 21
Duration of transit 21
How stoppage in transitu is effected 22

Division 4 — Re-sale by buyer or seller

Effect of sub‑sale or pledge by buyer 23
Sale not generally rescinded by lien or stoppage in transitu 23

Part V — Actions for breach of the contract

Division 1 — Remedies of the seller

Action for price 25
Damages for non‑acceptance 25

Division 2 — Remedies of the buyer

Damages for non‑delivery 26
Specific performance 26
Remedy for breach of warranty 26
Interest and special damages 27

Part VI — Supplementary

Exclusion of implied terms and conditions 28
Reasonable time a question of fact 28
Rights etc. enforceable by action 28
Auction sales 28
Repeals 29
Savings 29
Terms used in this Act 30
Commencement 31
Short title 31

Schedule — Imperial Acts that cease to apply

Notes

Compilation table 33

Defined terms

Western Australia

Sale of Goods Act 1895

An Act for codifying the law relating to the sale of goods.

Part I — Formation of the contract

Division 1 — Contract of sale

[Heading inserted: No. 19 of 2010 s. 44(2).]

1. 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.

2. Capacity to buy and sell

(1) Capacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property: Provided that where necessaries are sold and delivered to an infant or minor, or to a person who by reason of mental incapacity or drunkenness in incompetent to contract, he must pay a reasonable price therefor.

(2) In this section —

necessaries means in this section mean goods suitable to the condition in life of such infant or minor or other person, and to his actual requirements at the time of the sale and delivery.

[Section 2 amended: No. 19 of 2010 s. 51.]

Division 2 — Formalities of the contract

[Heading inserted: No. 19 of 2010 s. 44(2).]

3. Contract of sale, how made

Subject to the provisions of this Act, and of any statute in that behalf, a contract of sale may be made in writing (either with or without seal), or by word of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties: Provided that nothing in this section shall affect the law relating to corporations.

4. Contract for sale of $20 and upwards

(1) A contract for the sale of any goods of the value of $20 or upwards shall not be enforceable by action unless the buyer shall accept part of the goods so sold, and actually receive the same, or give something in earnest to bind the contract, or in part payment, or unless some note or memorandum in writing of the contract be made and signed by the party to be charged or his agent in that behalf.

(2) The provisions of this section apply to every such contract, notwithstanding that the goods may be intended to be delivered at some future time, or may not at the time of such contract be actually made, procured, or provided, or fit or ready for delivery, or some act may be requisite for the making or completing thereof, or rendering the same fit for delivery.

(3) There is an acceptance of goods within the meaning of this section when the buyer does any act in relation to the goods which recognises a pre‑existing contract of sale whether there be an acceptance in performance of the contract or not.

[Section 4 amended: No. 113 of 1965 s. 8(1).]

Division 3 — Subject matter of contract

[Heading inserted: No. 19 of 2010 s. 44(2).]

5. Existing or future goods

(1) The goods which form the subject of a contract of sale may be either existing goods, owned or possessed by the seller, or goods to be manufactured or acquired by the seller, after the making of the contract of sale, in this Act called future goods.

(2) There may be a contract for the sale of goods, the acquisition of which by the seller depends upon a contingency which may or may not happen.

(3) Where by a contract of sale the seller purports to effect a present sale of future goods, the contract operates as an agreement to sell the goods.

6. Goods perishing before contract is made

Where there is a contract for the sale of specific goods, and the goods without the knowledge of the seller have perished at the time when the contract is made, the contract is void.

7. Goods perishing before sale but after agreement to sell

Where there is an agreement to sell specific goods, and subsequently the goods, without any fault on the part of the seller or buyer, perish before the risk passes to the buyer, the agreement is thereby avoided.

Division 4 — The price

[Heading inserted: No. 19 of 2010 s. 44(2).]

8. Ascertainment of price

(1) The price in a contract of sale may be fixed by the contract, or may be left to be fixed in manner thereby agreed, or may be determined by the course of dealing between the parties.

(2) Where the price is not determined in accordance with the foregoing provisions the buyer must pay a reasonable price. What is a reasonable price is a question of fact dependent on the circumstances of each particular case.

9. Agreement to sell at valuation

(1) Where there is an agreement to sell goods on the terms that the price is to be fixed by the valuation of a third party, and such third party cannot or does not make such valuation, the agreement is avoided: Provided that if the goods, or any part thereof, have been delivered to and appropriated by the buyer he must pay a reasonable price therefor.

(2) Where such third party is prevented from making the valuation by the fault of the seller or buyer, the party not in fault may maintain an action for damages against the party in fault.

Division 5 — Conditions and warranties

[Heading inserted: No. 19 of 2010 s. 44(2).]

10. Stipulations as to time

(1) Unless a different intention appears from the terms of the contract, stipulations as to the time of payment are not deemed to be of the essence of a contract of sale. Whether any other stipulation as to time is of the essence of the contract or not depends on the terms of the contract.

(2) In a contract of sale “month” means prima facie calendar month.

11. When condition to be treated as warranty

(1) Where a contract of sale is subject to any condition to be fulfilled by the seller, the buyer may waive the condition, or may elect to treat the breach of such condition as a breach of warranty, and not as a ground for treating the contract as repudiated.

(2) Whether a stipulation in a contract of sale is a condition the breach of which may give rise to a right to treat the contract as repudiated, or a warranty the breach of which may give rise to a claim for damages, but not to a right to reject the goods and treat the contract as repudiated, depends in each case on the construction of the contract. A stipulation may be a condition, though called a warranty in the contract.

(3) Where a contract of sale is not severable, and the buyer has accepted the goods, or part thereof, or where the contract is for specific goods the property in which has passed to the buyer, the breach of any condition to be fulfilled by the seller can only be treated as a breach of warranty, and not as a ground for rejecting the goods and treating the contract as repudiated, unless there be a term of the contract express or implied to that effect.

(4) Nothing in this section shall affect the case of any condition of warranty, fulfilment of which is excused by law by reason of impossibility or otherwise.

12. Implied undertakings as to title etc.

In a contract of sale, unless the circumstances of the contract are such as to show a different intention, there is —

(a) an implied condition on the part of the seller that in the case of a sale he has a right to sell the goods, and that in the case of an agreement to sell he will have a right to sell the goods at the time when the property is to pass;

(b) an implied warranty that the buyer shall have and enjoy quiet possession of the goods;

(c) an implied warranty that the goods shall be free from any charged or encumbrance in favour of any third party, not declared or known to the buyer before or at the time when the contract is made.

[Section 12 amended: No. 19 of 2010 s. 51.]

13. Sale by description

Where there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the description; and if the sale be by sample, as well as by description, it is not sufficient that the bulk of the goods corresponds with the sample if the goods do not also correspond with the description.

14. Implied conditions as to quality or fitness

(1) Subject to the provisions of this Act, and of any statute in that behalf, there is no implied warranty or condition as to the quality or fitness for any particular purpose of goods supplied under a contract of sale, except as provided in subsections (2) and (5).

(2) Where the buyer, expressly or by implication, makes known to the seller the particular purpose for which the goods are required, so as to show that the buyer relies on the seller’s skill or judgment, and the goods are of a description which it is in the course of the seller’s business to supply (whether he be the manufacturer or not), there is an implied condition that the goods shall be reasonably fit for such purpose: Provided that in the case of a contract for the sale of a specified article under its patent or other trade name, there is no implied condition as to its fitness for any particular purpose.

(3) Where goods are bought by description from a seller who deals in goods of that description (whether he be the manufacturer or not), there is an implied condition that the goods shall be of merchantable quality: Provided that if the buyer has examined the goods there shall be no implied condition as regards defects which such examination ought to have revealed.

(4) An implied warranty or condition as to quality or fitness for a particular purpose may be annexed by the usage of trade.

(5) An express warranty or condition does not negative a warranty or condition implied by this Act unless inconsistent therewith.

[Section 14 amended: No. 19 of 2010 s. 51.]

Division 6 — Sale by sample

[Heading inserted: No. 19 of 2010 s. 44(2).]

15. Sale by sample

(1) A contract of sale is a contract for sale by sample where there is a term in the contract, express or implied, to that effect.

(2) In the case of a contract for sale by sample —

(a) there is an implied condition that the bulk shall correspond with the sample in quality;

(b) there is an implied condition that the buyer shall have a reasonable opportunity of comparing the bulk with the sample;

(c) there is an implied condition that the goods shall be free from any defect, rendering them unmerchantable, which would not be apparent on reasonable examination of the sample.

Part II — Effects of the contract

Division 1 — Transfer of property as between seller and buyer

[Heading inserted: No. 19 of 2010 s. 44(2).]

16. Goods must be ascertained

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.

17. Property passes when intended to pass

(1) Where there is a contract for the sale of specified or ascertained goods the property in them is transferred to the buyer at such time as the parties to the contract intend it to be transferred.

(2) For the purpose of ascertaining the intention of the parties, regard shall be had to the terms of the contract, the conduct of the parties, and the circumstances of the case.

18. Rules for ascertaining intention

Unless a different intention appears, the rules in the Table apply for ascertaining the intention of the parties as to the time at which the property in the goods is to pass to the buyer.

Table

Rule 1. Where there is an unconditional contract for the sale of specific goods, in a deliverable state, the property in the goods passes to the buyer when the contract is made, and it is immaterial whether the time of payment or the time of delivery, or both, be postponed.

Rule 2. Where there is a contract for the sale of specific goods, and the seller is bound to do something to the goods for the purpose of putting them into a deliverable state, the property does not pass until such thing be done, and the buyer has notice thereof.

Rule 3. Where there is a contract for the sale of specific goods in a deliverable state, but the seller is bound to weigh, measure, test, or do some other act or thing with reference to the goods for the purpose of ascertaining the price the property does not pass until such act or thing be done, and the buyer has notice thereof.

Rule 4. When goods are delivered to the buyer on approval or on “sale or return”, or other similar terms, the property therein passes to the buyer —

(a) when he signifies his approval or acceptance to the seller, or does any other act adopting the transaction;

(b) if he does not signify his approval or acceptance to the seller, but retains the goods without giving notice of rejection, then, if a time has been fixed for the return of the goods, on the expiration of such time, and, if no time has been fixed, on the expiration of a reasonable time. What is a reasonable time is a question of fact.

Rule 5. (1) Where there is a contract for the sale of unascertained or future goods by description, and goods of that description and in a deliverable state are unconditionally appropriated to the contract, either by the seller with the assent of the buyer, or by the buyer with the assent of the seller, the property in the goods thereupon passes to the buyer. Such assent may be express or implied, and may be given either before or after the appropriation is made.

(2) Where, in pursuance of the contract, the seller delivers the goods to the buyer or to a carrier or other bailee or custodier (whether named by the buyer or not) for the purpose of transmission to the buyer, and does not reserve the right of disposal, he is deemed to have unconditionally appropriated the goods to the contract.

[Section 18 correction to reprint: Gazette 12 Mar 2002 p. 1032; amended: Act No. 19 of 2010 s. 51.]

19. Reservation of right of disposal

(1) Where there is a contract for the sale of specific goods, or where goods are subsequently appropriated to the contract, the seller may, by the terms of the contract or appropriation, reserve the right of the disposal of the goods until certain conditions are fulfilled. In such case, notwithstanding the delivery of the goods to the buyer, or to a carrier or other bailee or custodier for the purpose of transmission to the buyer, the property in the goods does not pass to the buyer until the conditions imposed by the seller are fulfilled.

(2) Where goods are shipped, and by the bill of lading the goods are deliverable to the order of the seller or his agent, the seller is, prima facie, deemed to reserve the right of disposal.

(3) Where the seller of goods draws on the buyer for the price, and transmits the bill of exchange and bill of lading to the buyer together to secure acceptance or payment of the bill of exchange, the buyer is bound to return the bill of lading if he does not honour the bill of exchange, and if he wrongfully retains the bill of lading the property in the goods does not pass to him.

20. Risk, prima facie, passes with property

Unless otherwise agreed, the goods remain at the seller’s risk until the property therein is transferred to the buyer, but when the property therein is transferred to the buyer the goods are at the buyer’s risk, whether delivery has been made or not: Provided that where delivery has been delayed through the fault of either buyer or seller, the goods are at the risk of the party in fault as regards any loss which might not have occurred but for such fault: Provided also that nothing in this section shall affect the duties or liability of either seller or buyer as a bailee or custodier of the goods of the other party.

Division 2 — Transfer of title

[Heading inserted: No. 19 of 2010 s. 44(2).]

21. Sale by person not the owner

(1) Subject to the provisions of this Act, where goods are sold by a person who is not the owner thereof, and who does not sell them under the authority or with the consent of the owner, the buyer acquires no better title to the goods than the seller had, unless the owner of the goods is by his conduct precluded from denying the seller’s authority to sell.

(2) Provided also that nothing in this Act shall affect —

(a) the provisions of The Factors Acts 1823 to 1878 2, or any enactment enabling the apparent owner of goods to dispose of them as if he were the true owner thereof;

(b) the validity of any contract of sale under any special common law, or statutory power of sale, or under the order of a court of competent jurisdiction.

22. Market overt

Where goods are sold in market overt, according to the usage of the market, the buyer acquires a good title to the goods, provided he buys them in good faith, and without notice of any defect or want of title on the part of the seller.

23. Sale under voidable title

When the seller of goods has a voidable title thereto, but his title has not been avoided at the time of the sale, the buyer acquires a good title to the goods, provided he buys them in good faith and without notice of the seller’s defect of title.

24. Revesting of property in stolen goods on conviction of offender

(1) Where goods have been stolen and the offender is prosecuted to conviction, the property in the goods so stolen revests in the person who was the owner of the goods, or his personal representative, notwithstanding any intermediate dealing with them, whether by sale in market overt or otherwise.

(2) Notwithstanding any enactment to the contrary, where goods have been obtained by fraud or other wrongful means not amounting to stealing, the property in such goods shall not revest in the person who was the owner of the goods, or his personal representative, by reason only of the conviction of the offender.

[Section 24 amended: No. 57 of 1997 s. 109.]

25. Seller or buyer in possession after sale

(1) Where a person having sold goods continues or is in possession of the goods, or of the documents of title to the goods, the delivery or transfer by that person, or by a mercantile agent acting for him, of the goods or documents of title under any sale, pledge, or other disposition thereof, to any person receiving the same in good faith and without notice of the previous sale, shall have the same effect as if the person making the delivery or transfer were expressly authorised by the owner of the goods to make the same.

(2) Where a person having bought or agreed to buy goods obtains, with the consent of the seller, possession of the goods or the documents of title to the goods, the delivery or transfer by that person, or by a mercantile agent acting for him, of the goods or documents of title, under any sale, pledge, or other disposition thereof, to any person receiving the same in good faith and without notice of any lien or other right of the original seller in respect of the goods, shall have the same effect as if the person making the delivery or transfer were a mercantile agent in possession of the goods or documents of title with the consent of the owner.

(3) In this section the term mercantile agent shall mean a mercantile agent having in the customary course of his business as such agent authority either to sell goods, or to consign goods for the purpose of sale, or to buy goods, or to raise money on the security of goods.

[26. Deleted: No. 59 of 2004 s. 141.]

Part III — Performance of the contract

27. Duties of seller and buyer

It is the duty of the seller to deliver the goods, and of the buyer to accept and pay for them, in accordance with the terms of the contract of sale.

28. Payment and delivery are concurrent conditions

Unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions, that is to say, the seller must be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer must be ready and willing to pay the price in exchange for possession of the goods.

29. Rules as to delivery

(1) Whether it is for the buyer to take possession of the goods or for the seller to send them to the buyer is a question depending, in each case, on the contract, express or implied, between the parties. Apart from any such contract, express or implied, the place of delivery is the seller’s place of business, if he have one, and if not, his residence: Provided that if the contract be for the sale of specific goods, which to the knowledge of the parties when the contract is made are in some other place, then that place is the place of delivery.

(2) Where under the contract of sale the seller is bound to send the goods to the buyer, but no time for sending them is fixed, the seller is bound to send them within a reasonable time.

(3) Where the goods at the time of sale are in the possession of a third person, there is no delivery by seller to buyer unless and until such third person acknowledges to the buyer that he holds the goods on his behalf: Provided that nothing in this section shall affect the operation of the issue or transfer of any document of title to goods.

(4) Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour. What is a reasonable hour is a question of fact.

(5) Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state must be borne by the seller.

30. Delivery of wrong quantity

(1) Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them; but if the buyer accepts the goods so delivered he must pay for them at the contract rate.

(2) Where the seller delivers to the buyer a quantity of goods larger than he contracted to sell, the buyer may accept the goods included in the contract, and reject the rest, or he may reject the whole. If the buyer accepts the whole of the goods so delivered he must pay for them at the contract rate.

(3) Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract, and reject the rest, or he may reject the whole.

(4) The provisions of this section are subject to any usage of trade, special agreement, or course of dealing between the parties.

31. Instalment deliveries

(1) Unless otherwise agreed, the buyer of goods is not bound to accept delivery thereof by instalments.

(2) Where there is a contract for the sale of goods to be delivered by stated instalments, which are to be separately paid for, and the seller makes defective deliveries in respect of one or more instalments, or the buyer neglects or refuses to take delivery of or pay for one or more instalments, it is a question in each case depending on the terms of the contract and the circumstances of the case, whether the breach of contract is a repudiation of the whole contract, or whether it is a severable breach giving rise to a claim for compensation, but not to a right to treat the whole contract as repudiated.

32. Delivery to carrier

(1) Where, in pursuant of a contract of sale, the seller is authorised or required to send the goods to the buyer, delivery of the goods to a carrier, whether named by the buyer or not, for the purpose of transmission to the buyer, is, prima facie, deemed to be a delivery of the goods to the buyer.

(2) Unless otherwise authorised by the buyer, the seller must make such contract with the carrier on behalf of the buyer as may be reasonable, having regard to the nature of the goods and the other circumstances of the case. If the seller omit so to do, and the goods are lost or damaged in course of transit, the buyer may decline to treat the delivery to the carrier as a delivery to himself, or may hold the seller responsible in damages.

(3) Unless otherwise agreed, where goods are sent by the seller to the buyer by a route involving sea transit, under circumstances in which it is usual to insure, the seller must give such notice to the buyer as may enable him to insure them during their sea transit, and, if the seller fails to do so, the goods shall be deemed to be at his risk during such sea transit.

33. Risk where goods are delivered at distant place

Where the seller of goods agrees to deliver them at his own risk at a place other than that where they are when sold, the buyer must, nevertheless, unless otherwise agreed, take any risk of deterioration in the goods necessarily incident to the course of transit.

[Section 33 amended: No. 73 of 1994 s. 4.]

34. Buyer’s right of examining the goods

(1) Where goods are delivered to the buyer, which he has not previously examined, he is not deemed to have accepted them unless and until he has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract.

(2) Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, he is bound, on request, to afford the buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract.

35. Acceptance

The buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or when the goods have been delivered to him, and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them.

36. Buyer not bound to return rejected goods

Unless otherwise agreed, where goods are delivered to the buyer, and he refuses to accept them, having the right so to do, he is not bound to return them to the seller, but it is sufficient if he intimates to the seller that he refuses to accept them.

37. Liability of buyer for neglecting or refusing delivery of goods

When the seller is ready and willing to deliver the goods, and requests the buyer to take delivery, and the buyer does not within a reasonable time after such request take delivery of the goods, he is liable to the seller for any loss occasioned by his neglect or refusal to take delivery, and also for a reasonable charge for the care and custody of the goods: Provided that nothing in this section shall affect the rights of the seller where the neglect or refusal of the buyer to take delivery amounts to a repudiation of the contract.

Part IV — Rights of unpaid seller against the goods

[Heading inserted: No. 19 of 2010 s. 44(2).]

Division 1 — General

[Heading inserted: No. 19 of 2010 s. 44(2).]

38. Unpaid seller defined

(1) The seller of goods is deemed to be an unpaid seller within the meaning of this Act —

(a) when the whole of the price has not been paid or tendered;

(b) when a bill of exchange or other negotiable instrument has been received as conditional payment, and the condition on which it was received has not been fulfilled by reason of the dishonour of the instrument or otherwise.

(2) In this part of this Act the term seller includes any person who is in the position of a seller, as, for instance, an agent of the seller to whom the bill of lading has been endorsed, or a consignor or agent who has himself paid, or is directly responsible for, the price.

39. Unpaid seller’s rights

(1) Subject to the provisions of this Act, and of any statute in that behalf, notwithstanding that the property in the goods may have passed to the buyer, the unpaid seller of goods, as such, has by implication of law —

(a) a lien on the goods or right to retain them for the price while he is in possession of them;

(b) in case of the insolvency of the buyer, a right of stopping the goods in transitu after he has parted with the possession of them;

(2) Where the property in goods has not passed to the buyer, the unpaid seller has, in addition to his other remedies, a right of withholding delivery similar to and co‑extensive with his rights of lien and stoppage in transitu where the property has passed to the buyer.

Division 2 — Unpaid seller’s lien

[Heading inserted: No. 19 of 2010 s. 44(2).]

40. Seller’s lien

(1) Subject to the provisions of this Act, the unpaid seller of goods who is in possession of them is entitled to retain possession of them until payment or tender of the price in the following cases, namely —

(a) where the goods have been sold without any stipulation as to credit;

(b) where the goods have been sold on credit, but the term of credit has expired;

(2) The seller may exercise his right of lien notwithstanding that he is in possession of the goods as agent or bailee or custodier for the buyer.

41. Exercise of lien where part delivery

Where an unpaid seller has made part delivery of the goods, he may exercise his right of lien or retention on the remainder, unless such part delivery has been made under such circumstances as to show an agreement to waive the lien or right of retention.

42. Termination of lien

(1) The unpaid seller of goods loses his lien or right of retention thereon —

(a) when he delivers the goods to a carrier or other bailee or custodier for the purpose of transmission to the buyer without reserving the right of disposal of the goods;

(b) when the buyer or his agent lawfully obtains possession of the goods;

(2) The unpaid seller of goods, having a lien or right of retention thereon, does no lose his lien or right of retention by reason only that he has obtained judgment or decree for the price of the goods.

Division 3 — Stoppage in transitu

[Heading inserted: No. 19 of 2010 s. 44(2).]

43. Right of stoppage in transitu

Subject to the provisions of this Act, when the buyer of goods becomes insolvent, the unpaid seller who has parted with the possession of the goods has the right of stopping them in transitu, that is to say, he may resume possession of the goods as long as they are in course of transit, and may retain them until payment or tender of the price.

44. Duration of transit

(1) Goods are deemed to be in course of transit from the time when they are delivered to a carrier by land or water, or other bailee or custodier for the purpose of transmission to the buyer, until the buyer, or his agent in that behalf, takes delivery of them from such carrier or other bailee or custodier.

(2) If the buyer or his agent in that behalf obtains delivery of the goods before their arrival at the appointed destination, the transit is at an end.

(3) If, after the arrival of the goods at the appointed destination, the carrier or other bailee or custodier acknowledges to the buyer, or his agent, that he holds the goods on his behalf and continues in the possession of them as bailee or custodier for the buyer, or his agent, the transit is at an end, and it is immaterial that a further destination for the goods may have been indicated by the buyer.

(4) If the goods are rejected by the buyer, and the carrier or other bailee or custodier continues in possession of them, the transit is not deemed to be at an end, even if the seller has refused to receive them back.

(5) When goods are delivered to a ship chartered by the buyer it is a question depending on the circumstances of the particular case whether they are in the possession of the master as a carrier or as agent to the buyer.

(6) Where the carrier or other bailee or custodier wrongfully refuses to deliver the goods to the buyer, or his agent in that behalf, the transit is deemed to be at an end.

(7) Where part delivery of the goods has been made to the buyer, or his agent in that behalf, the remainder of the goods may be stopped in transitu unless such part delivery has been made under such circumstances as to show an agreement to give up possession of the whole of the goods.

45. How stoppage in transitu is effected

(1) The unpaid seller may exercise his right of stoppage in transitu either by taking actual possession of the goods, or by giving notice of his claim to the carrier or other bailee or custodier in whose possession the goods are. Such notice may be given either to the person in actual possession of the goods or to his principal. In the latter case the notice, to be effectual, must be given at such time and under such circumstances that the principal, by the exercise of reasonable diligence, may communicate it to his servant or agent in time to prevent a delivery to the buyer.

(2) When notice of stoppage in transitu is given by the seller to the carrier, or other bailee or custodier in possession of the goods, he must re‑deliver the goods to, or according to the directions of, the seller. The expenses of such re‑delivery must be borne by the seller.

Division 4 — Re-sale by buyer or seller

[Heading inserted: No. 19 of 2010 s. 44(2).]

46. Effect of sub‑sale or pledge by buyer

Subject to the provisions of this Act, the unpaid seller’s right of lien or detention or stoppage in transitu is not affected by any sale or other disposition of the goods which the buyer may have made, unless the seller has assented thereto: Provided that where a document of title to goods has been lawfully transferred to any person as buyer or owner of the goods, and that person transfers the document to a person who takes the document in good faith and for valuable consideration, then, if such last‑mentioned transfer was by way of sale, the unpaid seller’s right of lien or retention or stoppage in transitu is defeated, and if such last‑mentioned transfer was by way of pledge or other disposition for value, the unpaid seller’s right of lien or retention or stoppage in transitu can only be exercised subject to the rights of the transferee.

47. Sale not generally rescinded by lien or stoppage in transitu

(1) Subject to the provisions of this section, a contract of sale is not rescinded by the mere exercise by an unpaid seller of his right of lien or retention or stoppage in transitu.

(2) Where an unpaid seller who has exercised his rights of lien or retention or stoppage in transitu re‑sells the goods the buyer acquires a good title thereto as against the original buyer.

(3) Where the goods are of a perishable nature, or where the unpaid seller gives notice to the buyer of his intention to re‑sell, and the buyer does not within a reasonable time pay or tender the price, the unpaid seller may re‑sell the goods and recover from the original buyer damages for any loss occasioned by his breach of contract.

(4) Where the seller expressly reserves a right of re‑sale in case the buyer should make default, and on the buyer making default, re‑sells the goods, the original contract of sale is thereby rescinded, but without prejudice to any claim the seller may have for damages.

Part V — Actions for breach of the contract

Division 1 — Remedies of the seller

[Heading inserted: No. 19 of 2010 s. 44(2).]

48. Action for price

(1) Where, under a contract of sale, the property in the goods has passed to the buyer, and the buyer wrongfully neglects or refuses to pay for the goods according to the terms of the contract, the seller may maintain an action against him for the price of the goods.

(2) Where, under a contract of sale, the price is payable on a day certain, irrespective of delivery, and the buyer wrongfully neglects or refuses to pay such price, the seller may maintain an action for the price, although the property in the goods has not passed, and the goods have not been appropriated to the contract.

49. Damages for non‑acceptance

(1) Where the buyer wrongfully neglects or refuses to accept and pay for the goods, the seller may maintain an action against him for damages for non‑acceptance.

(2) The measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the buyer’s breach of contract.

(3) Where there is an available market for the goods in question the measure of damages is, prima facie, to be ascertained by the difference between the contract price and the market or current price at the time or times when the goods ought to have been accepted, or, if no time was fixed for acceptance, then at the time of the refusal to accept.

Division 2 — Remedies of the buyer

[Heading inserted: No. 19 of 2010 s. 44(2).]

50. Damages for non‑delivery

(1) Where the seller wrongfully neglects or refuses to deliver the goods to the buyer, the buyer may maintain an action against the seller for damages for non‑delivery.

(2) The measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the seller’s breach of contract.

(3) Where there is an available market for the goods in question, the measure of damages is, prima facie, to be ascertained by the difference between the contract price and the market or current price of the goods at the time or times when they ought to have been delivered, or, if no time was fixed, then at the time of the refusal to deliver.

51. Specific performance

In any action for breach of contract to deliver specific or ascertained goods the court may, if it thinks fit on the application of the plaintiff, by its judgment or decree direct that the contract shall be performed specifically, without giving the defendant the option of retaining the goods on payment of damages. The judgment or decree may be unconditional, or upon such terms and conditions as to damages, payment of the price, and otherwise as to the court may seem just, and the application by the plaintiff may be made at any time before judgment or decree.

52. Remedy for breach of warranty

(1) Where there is a breach of warranty by the seller, or where the buyer elects or is compelled to treat any breach of a condition on the part of the seller as a breach of warranty, the buyer is not by reason only of such breach of warranty entitled to reject the goods; but he may —

(a) set up against the seller the breach of warranty in diminution or extinction of the price; or

(b) maintain an action against the seller for damages for the breach of warranty.

(2) The measure of damages for breach of warranty is the estimated loss directly and naturally resulting, in the ordinary course of events, from the breach of warranty.

(3) In the case of breach of warranty of quality such loss is, prima facie, the difference between the value of the goods at the time of delivery to the buyer and the value they would have had if they had answered to the warranty.

(4) The fact that the buyer has set up the breach of warranty in diminution or extinction of the price does not prevent him from maintaining an action for the same breach of warranty if he has suffered further damage.

53. Interest and special damages

Nothing in this Act shall affect the right of the buyer or the seller to recover interest or special damages in any case where by law interest or special damages may be recoverable, or to recover money paid where the consideration for the payment of it has failed.

Part VI — Supplementary

54. Exclusion of implied terms and conditions

Where any right, duty, or liability would arise under a contract of sale, by implication of law, it may be negatived or varied by express agreement or by the course of dealing between the parties, or by usage, if the usage be such as to bind both parties to the contract.

55. Reasonable time a question of fact

Where by this Act any reference is made to a reasonable time the question what is a reasonable time is a question of fact.

56. Rights etc. enforceable by action

Where any right, duty, or liability is declared by this Act, it may, unless otherwise by this Act provided, be enforced by action.

57. Auction sales

In the case of a sale by auction:

(1) Where goods are put up for sale by auction in lots, each lot is, prima facie, deemed to be the subject of a separate contract of sale.

(2) A sale by auction is complete when the auctioneer announces its completion by the fall of the hammer, or in other customary manner. Until such announcement is made any bidder may retract his bid.

(3) Where a sale by auction is not notified to be subject to a right to bid on behalf of the seller, it shall not be lawful for the seller to bid himself or to employ any person to bid at such sale, or for the auctioneer knowingly to take any bid from the seller or any such person. Any sale contravening this rule may be treated as fraudulent by the buyer.

(4) A sale by auction may be notified to be subject to a reserved or upset price, and a right to bid may also be reserved expressly by or on behalf of the seller.

Where a right to bid is expressly reserved, but not otherwise, the seller, or any one person on his behalf, may bid at the auction.

58. Repeals

The enactments mentioned in the schedule to this Act shall have no force or effect within the Colony of Western Australia as from the commencement of this Act to the extent in that schedule mentioned: Provided that nothing herein contained shall affect anything done or suffered, or any right, title, or interest acquired or accrued before the commencement of this Act, or any legal proceeding or remedy in respect of any such thing, right, title, or interest.

59. Savings

(1) The rules in bankruptcy relating to contracts of sale shall continue to apply thereto, notwithstanding anything in this Act contained.

(2) The rules of the common law, including the law merchant, save in so far as they are inconsistent with the express provisions of this Act, and in particular the rules relating to the law of principal and agent and the effect of fraud, misrepresentation, duress, or coercion, mistake, or other invalidating cause, shall continue to apply to contracts for the sale of goods.

(3) Nothing in this Act, or in any repeal effected thereby, shall affect the enactments relating to bills of sale, or any enactment relating to the sale of goods which is not expressly repealed by this Act.

(4) The provisions of this Act relating to contracts of sale do not apply to any transaction in the form of a contract of sale which is intended to operate by way of mortgage, pledge, charge, or other security or under which a pawnbroker receives goods and the seller has a right to buy back the goods.

[Section 59 amended: No. 88 of 1994 s. 100.]

60. Terms used in this Act

(1) In this Act, unless the context or subject matter otherwise requires —

action includes counter‑claim and set‑off;

buyer means a person who buys or agrees to buy goods;

contract of sale includes an agreement to sell as well as a sale;

delivery means voluntary transfer of possession from one person to another;

document of title to goods has the same meaning as it has in The Factors Acts 1823 to 1878 2, or any Act amending or substituted for the same;

fault means wrongful act or default;

future goods mean goods to be manufactured or acquired by the seller after the making of the contract of sale;

goods include all chattels 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;

plaintiff includes defendant counterclaiming;

property means the general property in goods, and not merely a special property;

quality of goods includes their state or condition;

sale includes a bargain and sale as well as a sale and delivery;

seller means a person who sells or agrees to sell goods;

specific goods mean goods identified and agreed upon at the time a contract of sale is made;

warranty means an agreement with reference to goods which are the subject of a contract of sale, but collateral to the main purpose of such contract, the breach of which gives rise to a claim for damages but not to a right to reject the goods and treat the contract as repudiated.

(2) A thing is deemed to be done in good faith within the meaning of this Act when it is in fact done honestly, whether it be done negligently or not.

(3) A person is deemed to be insolvent within the meaning of this Act who either has ceased to pay his debts in the ordinary course of business, or cannot pay his debts as they become due, whether he has committed an act of bankruptcy or not, and whether he has become bankrupt or not.

(4) Goods are in a deliverable state within the meaning of this Act when they are in such a state that the buyer would under the contract be bound to take delivery of them.

[Section 60 amended: No. 46 of 2009 s. 17.]

61. Commencement

This Act shall come into operation on 1 January 1896.

62. Short title

This Act may be cited as the Sale of Goods Act 1895 1.

[Section 62 inserted: No. 74 of 2003 s. 150(1).]

Schedule — Imperial Acts that cease to apply

[s. 58]

[Heading inserted: No. 19 of 2010 s. 34(2).]

This Schedule is to be read as referring to the revised edition of the Statutes prepared under the direction of the Statute Law Committee of the Imperial Parliament.

[Heading deleted: No. 19 of 2010 s. 34(3).]

Session and Chapter	Title of Act	Extent of Repeal
1 Jac. 1, c.21	An Act against Brokers.	The whole Act.
29 Cha. 2, c.3	An Act for the prevention of Frauds and Perjuries.	In part; that is to say, Sections 15 and 16.*
9 Geo. 4, c.14	An Act for rendering a Written Memorandum necessary to the validity of certain Promises and Engagements.	In part; that is to say, Section 7.
19 & 20 Vict. c.97 (Imperial) adopted by the 31 Vict. No. 8	The Mercantile Law Amendment Act 1856.	In part; that is to say, Sections 1 and 2.

Commonly cited as Sections 16 and 17.

Notes

1 This is a compilation of the Sale of Goods Act 1895 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint.

Compilation table

Short title	Number and year		Commencement
The Sale of Goods Act 1895 3	41 of 1895 (59 Vict. No. 41)	12 Oct 1895	1 Jan 1896 (see s. 61)
*Reprint of The Sale of Goods Act 1895* authorised 8 May 1956 (not in a Volume)**
*Reprint of The Sale of Goods Act 1895* authorised 15 Apr 1965 (not in a Volume)**
Decimal Currency Act 1965	113 of 1965	21 Dec 1965	Act other than s. 4-9: 21 Dec 1965 (see s. 2(1)); s. 4-9: 14 Feb 1966 (see s. 2(2))
*Reprint of The Sale of Goods Act 1895* authorised 6 Oct 1981** (includes amendments listed above)
Statutes (Repeals and Minor Amendments) Act 1994 s. 4	73 of 1994	9 Dec 1994	9 Dec 1994 (see s. 2)
Pawnbrokers and Second‑hand Dealers Act 1994 s. 100	88 of 1994	5 Jan 1995	1 Apr 1996 (see s. 2 and Gazette 29 Mar 1996 p. 1495)
Statutes (Repeals and Minor Amendments) Act 1997 s. 109	57 of 1997	15 Dec 1997	15 Dec 1997 (see s. 2(1))
*Reprint of The Sale of Goods Act 1895* as at 7 Jul 2000** (includes amendments listed above) (correction in Gazette 12 Mar 2002 p. 1032)
Statutes (Repeals and Minor Amendments) Act 2003 s. 150(1)	74 of 2003	15 Dec 2003	15 Dec 2003 (see s. 2)
Courts Legislation Amendment and Repeal Act 2004 s. 141	59 of 2004	23 Nov 2004	1 May 2005 (see s. 2 and Gazette 31 Dec 2004 p. 7128)
*Reprint 5: The Sale of Goods Act 1895* as at 26 Jan 2007** (includes amendments listed above)
Statutes (Repeals and Minor Amendments) Act 2009 s. 17	46 of 2009	3 Dec 2009	4 Dec 2009 (see s. 2(b))
Standardisation of Formatting Act 2010 s. 33, 44(2) and 51	19 of 2010	28 Jun 2010	11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)

2 For details of The Factors Acts 1823 to 1878 , see the Factors Acts Amendment Act 1878 s. 1.

3 Now known as the Sale of Goods Act 1895; short title changed (see note under s. 62).

Defined terms

[This is a list of terms defined and the provisions where they are defined. The list is not part of the law.]

Defined term Provision(s)

action 60(1)

buyer 60(1)

contract of sale 60(1)

deliverable state 60(4)

delivery 60(1)

document of title to goods 60(1)

fault 60(1)

future goods 5(1), 60(1)

good faith 60(2)

goods 60(1)

insolvent 60(3)

mercantile agent 25(3)

necessaries 2(2)

plaintiff 60(1)

property 60(1)

quality of goods 60(1)

sale 60(1)

seller 38(2), 60(1)

specific goods 60(1)

unpaid seller 38(1)

warranty 60(1)

Western Australia

Sale of Goods Act 1895

Western Australia

Sale of Goods Act 1895

Contents

Part I — Formation of the contract

Division 1 — Contract of sale

Sale and agreement to sell 2
Capacity to buy and sell 2

Division 2 — Formalities of the contract

Contract of sale, how made 3
Contract for sale of $20 and upwards 3

Division 3 — Subject matter of contract

Existing or future goods 4
Goods perishing before contract is made 4
Goods perishing before sale but after agreement to sell 4

Division 4 — The price

Ascertainment of price 4
Agreement to sell at valuation 5

Division 5 — Conditions and warranties

Stipulations as to time 5
When condition to be treated as warranty 5
Implied undertakings as to title etc. 6
Sale by description 6
Implied conditions as to quality or fitness 7

Division 6 — Sale by sample

Sale by sample 8

Part II — Effects of the contract

Division 1 — Transfer of property as between seller and buyer

Goods must be ascertained 9
Property passes when intended to pass 9
Rules for ascertaining intention 9
Reservation of right of disposal 11
Risk, prima facie, passes with property 11

Division 2 — Transfer of title

Sale by person not the owner 12
Market overt 12
Sale under voidable title 12
Revesting of property in stolen goods on conviction of offender 12

This Act organises sale law around a small number of core legal constructs, each with practical consequences.

Contract types and timing of property (ss 1, 5, 16-19). The Act separates an agreement to sell from a sale, with property in goods passing when the parties so intend (s 17). To ascertain intention the court looks to contract terms, conduct and circumstances (s 17(2)), with a statutory table of rules (s 18) supplying default presumptions. The distinction matters because risk generally follows property (s 20), so whether an arrangement is presently a sale or an agreement to sell determines who bears loss if goods perish.
Goods classification (ss 5-7, 16). The Act differentiates existing goods, future goods, specific goods and unascertained goods. No property passes in a contract for unascertained goods until they are ascertained (s 16). Future goods purporting to be sold now operate as agreements to sell (s 5(3)). Perishing of specific goods before contract or before property passes avoids the contract (ss 6-7).
Price and valuation mechanisms (ss 8-9). The price may be fixed by contract, left to agreed mechanisms, or determined by course of dealing; otherwise a reasonable price is payable (s 8). Where price is left to third party valuation and the valuer fails to act, the agreement is avoided unless goods have been delivered and appropriated, in which case a reasonable price is payable (s 9).
Implied terms (ss 12-15). Unless a different intention appears the seller impliedly warrants title and quiet possession and freedom from undisclosed encumbrances (s 12). Sales by description or sample carry implied conditions of correspondence and merchantable quality where the seller deals in goods of that description (ss 13, 14, 15). These implied terms are subject to exceptions, including where the buyer has examined the goods, patent/trade name purchases (s 14(2) proviso), and where usage or express terms displace them (s 54).
Risk allocation (s 20, ss 32-33). The general rule is that goods are at the seller’s risk until property passes, then at the buyer’s risk (s 20). There are qualifications where delivery is delayed through fault, or where carriage and sea transit conventions and obligations operate (ss 32-33). The seller has duties when sending goods to arrange reasonable carriage contracts for the buyer’s benefit, and to notify the buyer when sea transit insurance customarily required (s 32(2)-(3)).
Transfer of title and protection of bona fide transferees (ss 21-25). The Act limits title acquired from non‑owners (s 21), but preserves specific statutory exceptions, for instance The Factors Acts, market overt sales (s 22), sales under a voidable title (s 23), and protection for good faith purchasers who acquire documents of title (s 25(1)-(2)). Section 24 provides an important rule that stolen goods revest in the original owner on conviction of the thief.
Remedies and proprietary rights of unpaid sellers (Part IV & V). The unpaid seller has non‑contractual proprietary remedies while in possession, including lien (s 40), stoppage in transitu (s 43) where buyer becomes insolvent, and limited right to resell in certain circumstances (s 47). Contractual remedies available to seller and buyer are statutory actions for price (s 48), damages (ss 49-50), specific performance (s 51), and damages for breach of warranty or diminution of price (s 52). The Act preserves rights to interest and special damages (s 53) and the availability of equitable relief (s 51 potential for conditional specific performance).
Parties’ flexibility and survival of common law (ss 54, 59). Parties may negate or vary implied obligations by express agreement, usage or course of dealing (s 54). The Act expressly saves common law rules and the law merchant where not inconsistent (s 59(2)), meaning that the statutory scheme operates alongside (and subordinate to) pre‑existing common law principles.

These concepts structure decision making for commercial actors: whether to retain possession to exercise a lien; whether to insure during transit; how to draft terms to control when property and risk pass; when a seller can lawfully stop goods in transit; and how to draft valuation or price clauses. Each concept creates discrete incentives: for example, since risk ordinarily follows property (s 20), a buyer will prefer property to remain with the seller until carriage and insurance are arranged, whereas a seller will prefer appropriation that passes property to secure payment.

The Act governs parties to contracts for the sale of goods within Western Australia, and its effects fall across several identifiable groups of commercial actors.

Sellers. Every person who sells or agrees to sell goods is bound by duties to deliver goods and implied undertakings on title, quiet possession and freedom from undisclosed encumbrances (s 27, s 12). Sellers face statutory limits on resale and obligations when delivering to carriers (s 32), and obtain proprietary remedies while they remain in possession of goods, including lien (s 40), stoppage in transitu (s 43), and in specified circumstances a right to re‑sell (s 47).
Buyers. Buyers must accept and pay for goods in accordance with contract terms (s 27). They acquire property and risk at the time the parties intend, or under the statutory rules (ss 17-18). Buyers have statutory protections: implied conditions that goods correspond with description or sample (ss 13, 15), implied fitness where reliance is shown and the seller deals in that description (s 14(2)-(3)), and remedies where the seller wrongfully fails to deliver or provides defective goods (ss 50-52).
Unpaid sellers and creditors. The Act defines the unpaid seller and supplies non‑contractual remedies that operate against goods in the seller’s possession or while in transit (s 38, ss 40-45). Insolvency of the buyer triggers stoppage in transitu (s 43) and affects the unpaid seller’s choice to re‑sell per s 47. Creditors dealing with buyers who have acquired goods also face the statutory rules on title and protection of transferees (ss 21-25).
Carriers and bailees. The Act imposes duties and legal effects when goods are delivered to carriers, including presumptions as to delivery (s 32(1)), seller obligations to contract with the carrier reasonably on the buyer’s behalf (s 32(2)), and a duty to notify where sea transit insurance is usual (s 32(3)). Carriers receiving stoppage notices from an unpaid seller must re‑deliver goods to seller on the seller bearing re‑delivery costs (s 45(2)).
Agents, mercantile agents and third parties acquiring documents of title. The Act treats mercantile agents specially (s 25(3)). It protects purchasers in good faith who receive goods or documents of title from persons in possession post‑sale (s 25(1)-(2)), and recognises the effects of transfers of documents of title on unpaid sellers’ remedies where a transferee takes in good faith and for value (s 46).
Corporations and regulated sectors. Section 3 preserves the law relating to corporations, so the Act’s general contract formation rules operate subject to company law. The Act also interfaces with industry regulation by saving enactments relating to bills of sale and pawnbrokers, and by amendment references in the compilation table show interplay with pawnbrokers and second‑hand dealers legislation.

The direct compliance burden falls mainly on sellers and buyers. Sellers must mind implied warranties and obligations, preserve or properly waive liens if they wish to use them, and observe carriage and documentation obligations when shipping goods. Buyers must beware of acceptance triggers (s 35), the effect of retention of goods, and the operation of implied conditions where they have examined goods (s 14(3)). Third parties acquiring goods or documents must ensure good faith and absence of notice of defects in title to obtain protection under ss 22-25.

Institutional decision makers who enforce or interpret the Act include courts (which apply fact‑sensitive rules such as “reasonable time” in s 55 and intention in s 17(2)), insolvency administrators (whose actions interact with the unpaid seller’s rights in Pt IV), and commercial intermediaries such as carriers and insurers who will react to the carriage‑related duties in s 32. The Act therefore matters to everyday commercial contracting, carriage decisions, financing arrangements that use goods as collateral, and insolvency scenarios.

This section itemises the principal statutory duties and rights created by the Act, with references to the relevant sections.

Seller’s duties:

Deliver goods and co‑operate in the transfer of possession in accordance with the contract (s 27).
If authorised or required to send goods to the buyer, make a reasonable contract with the carrier on the buyer’s behalf unless otherwise agreed (s 32(2)); give notice so the buyer can insure for sea transit where customary (s 32(3)).
Bear expenses incidental to putting goods into a deliverable state, unless otherwise agreed (s 29(5)).
Ensure, unless a different intention appears, that the seller has the right to sell (implied condition), and that the buyer will enjoy quiet possession and the goods will be free of undisclosed encumbrances (s 12).

Buyer’s duties:

Accept and pay for goods in accordance with contract terms (s 27).
Where payment and delivery are concurrent, be ready and willing to pay when the seller is ready to transfer possession (s 28).
Pay a reasonable price where a price is not specified (s 8(2)).

Implied conditions and warranties:

Seller impliedly warrants title and freedom from undisclosed encumbrances unless a different intention appears (s 12).
Sale by description implies conformity with that description (s 13).
Where buyer relies on seller’s skill and the seller deals in goods of that description there is an implied condition of fitness, and where goods are bought by description from a seller dealing in goods of that description there is an implied condition of merchantable quality, subject to examination exceptions (s 14(2)-(3)).
Sale by sample implies bulk shall correspond with sample, buyer had a reasonable opportunity to compare, and the sample does not hide defects unascertainable on reasonable examination (s 15).

Property and risk:

Property passes when parties intend, determined by contract terms, conduct and circumstances (s 17(1)-(2)). The s 18 Table gives default presumptions for common scenarios (s 18).
Risk follows property prima facie; goods remain at the seller’s risk until property transfers, then at buyer’s risk, with employer fault exceptions for delivery delays (s 20).

Unpaid seller rights and remedies:

Defined unpaid seller includes sellers who have not been paid or where payment is conditional on a dishonoured negotiable instrument (s 38).
Lien: unpaid seller in possession is entitled to retain goods until payment in defined cases (s 40).
Stoppage in transitu: unpaid seller who has parted with possession may stop goods in transit if the buyer becomes insolvent and may resume possession until payment or tender (s 43).
Resale: seller may re‑sell in specified circumstances (s 47), and the buyer generally retains title on resale to an innocent purchaser where seller has re‑sold (s 47(2)-(3)).

Remedies for breach:

Seller may sue for the price where property has passed and buyer refuses or neglects to pay (s 48).
Seller may claim damages for non‑acceptance, measured by expected loss or market difference (s 49).
Buyer may claim damages for non‑delivery, again measured by loss or market difference (s 50).
Specific performance may be ordered for specific or ascertained goods on terms the court thinks just (s 51).
Breach of warranty entitles buyer to diminution of price or damages, measured by the loss directly resulting from the breach (s 52).
Interest and special damages remain available where recoverable by law (s 53).

Procedural and contractual flexibilities:

Parties may vary or negate implied rights by express agreement, usage or course of dealing (s 54).
Reasonableness questions are matters of fact for the tribunal of fact (s 55).
Rights, duties and liabilities under the Act are enforceable by action unless otherwise provided (s 56).

These duties and rights create behavioural incentives. For example, because a seller who retains possession preserves a lien (s 40), sellers may delay delivery to preserve security for payment. Conversely, buyers will seek to have property pass only after they have arranged carriage and insurance, given that risk follows property (s 20). The seller’s obligation to contract reasonably with carriers when dispatching goods (s 32(2)) creates an operational duty affecting logistics decisions and potential cost exposure if the seller fails to take reasonable carriage measures.

The Act does not create standalone criminal penalties for ordinary contract breaches; enforcement is overwhelmingly civil and remedial. The Act sets out civil causes of action, proprietary remedies and procedural consequences which are the principal mechanisms of enforcement.

Primary enforcement routes:

Actions in private law. The Act expressly provides that rights, duties and liabilities declared by it are enforceable by action (s 56). Sellers and buyers enforce contractual and statutory rights via ordinary civil proceedings, seeking damages (ss 49-50), the price (s 48), or other appropriate relief.
Specific performance and equitable relief. The court may order specific performance for delivery of specific or ascertained goods where appropriate, on such terms and conditions as it thinks fit (s 51). Because this is discretionary relief, it sits alongside the damages remedies and is used to achieve performance where damages are an inadequate remedy.
Proprietary remedies. The unpaid seller’s non‑contractual remedies operate without an action to enforce ownership per se. Where the seller remains in possession he has a lien and right to retain (s 40), and where the buyer becomes insolvent and the unpaid seller has already parted with possession, the seller can stop goods in transit and resume possession (s 43). The seller may re‑sell under s 47 in specified circumstances and recover damages for any loss occasioned by the buyer’s breach. The exercise of these rights may give rise to subsequent litigation over fact issues such as whether goods remained in transit (s 44) or whether a reasonable time for payment had elapsed (s 55).

Remedial measures and quantification:

Damages are measured by loss “directly and naturally resulting” in the ordinary course of events from the breach (ss 49(2), 50(2), 52(2)). Where an available market exists, a prima facie measure is the difference between contract and market price at the relevant time (ss 49(3), 50(3), 52(3)).
Interest and special damages remain recoverable if permitted by law (s 53).

Interaction with insolvency and criminal law:

The Act contains a special rule that where goods have been stolen and the offender is convicted, property in those goods revests in the original owner notwithstanding intermediate dealings (s 24(1)). This is a civil reinvestment rule contingent upon criminal conviction.
The Act preserves the operation of bankruptcy rules to sale contracts (s 59(1)). Insolvency of the buyer is a statutory trigger for stoppage in transitu (s 43) and for the seller’s lien where the buyer becomes insolvent (s 40(1)(c)).

Sanctions for procedural or market irregularity:

Auction rules include the civil consequence that sales contravening the prohibition on seller bidding without notice may be treated as fraudulent by the buyer (s 57(3)). The Act does not specify criminal sanctions for fraud; civil cancellation and damages remain available.

Administrative enforcement:

There are no administrative penalty regimes in the text of the Act. The compilation table shows subsequent legislative amendments and interactions with other Acts, but none create criminal sanctions within the Sale of Goods Act text.

Implementation risk and evidential issues:

Enforcement frequently depends on fact specific inquiries (e.g., whether the parties intended property to pass at a particular time, s 17; whether a reasonable price or reasonable time applies, s 8(2), s 55). Those factual inquiries increase litigation risk and transaction costs because parties must create documentary evidence to prove intention, delivery, acceptance or stoppage.

In short, enforcement is civil, with proprietary remedies supplementing contract damages and equitable relief. The Act supplies statutory triggers that guide when each remedy is available, but most enforcement requires court intervention to resolve disputed facts about intention, reasonable time, or the state of the goods.

The Act is drafted as a codifying statute that co‑exists with, and in places defers to, other statutory and common law rules. The Act itself identifies several points of interaction and preserves other enactments.

Preservation of common law and the law merchant:

Section 59(2) expressly saves the rules of common law, including the law merchant, except where inconsistent with express provisions of the Act. This means historical common law principles (for instance, relating to agency and fraud) continue to apply to sale contracts except to the extent they conflict with statutory text.

Corporations and company law:

Section 3 states that the Act’s rules about contract formation do not affect the law relating to corporations. Company law constraints on contract form, agency, capacity and signing therefore interact with and may override the Act’s general permissive rules on contract formation.

Factors Acts and documents of title:

The Act references The Factors Acts 1823 to 1878 for the meaning of “document of title to goods” (s 60(1)) and preserves the operation of those Acts (s 21(2)(a)). The schedule also lists earlier Imperial Acts that were repealed to the extent identified, showing historical legislative layering.

Bankruptcy and insolvency:

Section 59(1) retains bankruptcy rules relating to contracts of sale. The Act’s unpaid seller remedies (Part IV) expressly engage with insolvency by providing stoppage in transitu where the buyer becomes insolvent (s 43), and defining insolvency for its purposes (s 60(3)). Insolvency administrators’ rights and priorities will therefore intersect with unpaid sellers’ proprietary claims.

Statutory amendments and industry specific laws:

The compilation table records amendments and consequential interaction with other statutes over time. For example, the Decimal Currency Act 1965 amended sections 4-9 to align monetary amounts to decimal currency, and the Pawnbrokers and Second‑hand Dealers Act 1994 is listed in the table as affecting the Act (see compilation table entries). The Act’s s 59(3) also states that nothing in the Act affects enactments relating to bills of sale or other enactments not expressly repealed.

Procedural and evidentiary statutes:

The law of evidence and procedural rules apply to actions to enforce rights under the Act. For instance, the s 4 requirement for written memoranda for contracts of a certain value imposes an evidentiary threshold that interacts with the general rules of statutory admissibility and contract enforceability.

Transport, carriage and marine law:

The seller’s duties when dispatching goods to carriers (s 32(2)-(3)) intersect with carriage contracts, international carriage conventions and marine insurance practice. The Act imposes a seller duty to notify where sea transit insurance is usual so the buyer can insure (s 32(3)), which operates alongside private carriage and insurance law.

Criminal law:

Section 24(1) makes title in stolen goods revest in the original owner on conviction of the offender. Although this is a civil property rule contingent upon criminal conviction, it links criminal proceedings and outcomes to property rights in civil law.

Usage and course of dealing:

Section 54 permits parties to vary or exclude implied terms by express agreement, course of dealing or usage if the usage binds both parties. That opens an interface with industry regulations and trade standards which may be adopted into contracts by reference.

Because the Act expressly preserves other laws and common law where not inconsistent, practitioners must read sale contracts against the wider statutory and common law framework in each case. The compilation table identifies later amending legislation affecting particular sections and shows the Act has been updated to cohere with currency changes and reform of related statutory instruments.

The Act as compiled contains a recorded amendment history in its compilation table and marginal notes. The compilation table shows the following discrete legislative events that altered or clarified the Act:

Original enactment: Sale of Goods Act 1895 (41 of 1895) assented 12 October 1895, coming into operation 1 January 1896 (s 61).
Decimal Currency Act 1965 (113 of 1965): Amended sections 4-9 to reflect decimal currency, with different commencement dates: general amendments other than s 4-9 effective 21 December 1965, and s 4-9 effective 14 February 1966, as recorded in the compilation table.
Statutes (Repeals and Minor Amendments) Act 1994 (73 of 1994): Amended s 33, with commencement 9 December 1994.
Pawnbrokers and Second‑hand Dealers Act 1994 (88 of 1994): Amended the Act, with provisions effecting commencement on 1 April 1996 (see compilation table note under s 59).
Statutes (Repeals and Minor Amendments) Act 1997 (57 of 1997): Amended s 24 by s 109, commencement 15 December 1997.
Statutes (Repeals and Minor Amendments) Act 2003 (74 of 2003): Inserted s 62 (short title) via s 150(1), effective 15 December 2003.
Courts Legislation Amendment and Repeal Act 2004 (59 of 2004): Deleted s 26 and other consequential changes, with commencement 1 May 2005.
Statutes (Repeals and Minor Amendments) Act 2009 (46 of 2009): Amended s 60(1), with commencement 4 December 2009.
Standardisation of Formatting Act 2010 (19 of 2010): Modernised headings and formatting across the Act, with numerous insertions such as the explicit heading insertions cited across parts and division notes, and amendments recorded at ss 33, 44(2) and 51, commencing 11 September 2010.

Marginal notes in the statute text further identify individual section amendments:

s 2 was amended by No. 19 of 2010 s 51.
s 4 was amended by No. 113 of 1965 s 8(1) to reflect decimal currency.
s 18 corrects to the reprint are noted in the Gazette 12 March 2002 p. 1032 and was amended by Act No. 19 of 2010 s 51.
s 24 was amended by No. 57 of 1997 s 109.
s 60 amended by No. 46 of 2009 s 17.
s 62 was inserted by No. 74 of 2003 s 150(1).

The schedule to the Act lists Imperial Acts that ceased to apply on commencement, for example An Act against Brokers (1 Jac. 1, c.21) and parts of statutes preventing frauds and perjuries. The compilation table records reprints and corrections at various dates, indicating the text has been modernised for formatting and currency.

Practical effect of amendment history:

Many amendments are stylistic or align the text to currency or administrative reforms. However certain amendments alter substantive outcomes, for example those affecting the law on stolen goods (s 24 amendment, 1997) and the definition and treatment of parties (s 60 amendments). Users must check the reprint date and the marginal notes in the printed or online version to see the operative text at a particular point in time.

The compilation table is the authoritative record contained in the source for how the Act has been altered. Any further interaction with current law beyond what is recorded in that table should be checked against the official consolidated statute database or latest legislative instruments.

The statute text supplied contains no reported judicial decisions or case names. The Act’s text itself does not cite or summarise judicial interpretation. Consequently the source does not provide a litigation history, and no cases are named in the Act.

Nevertheless, the Act establishes areas that regularly generate litigation because they raise recurrent legal questions. The statutory text indicates the types of disputes courts typically resolve, and the factual issues courts must decide include the following, as grounded in the Act:

Passing of property and intention disputes (ss 17-18). Courts will determine whether property passed at contract formation or at a later appropriation event, by construing contract terms and parties’ conduct, using the s 18 Table as default rules where intention is not explicit.
Interpretation of implied conditions and warranties (ss 12-15). Litigation often turns on whether the buyer relied on the seller’s skill so as to engage s 14(2), whether a buyer’s examination excludes implied conditions (s 14(3)), and whether an express term is inconsistent with an implied term (s 14(5)).
Title disputes and bona fide purchaser protection (ss 21-25). Disputes over whether a buyer acquires good title from a non‑owner, the effect of market overt or voidable title, and the protection of transferees who take documents of title in good faith are statutory issues likely to appear in litigation.
Unpaid seller remedies and insolvency (Part IV). Litigation commonly addresses whether the unpaid seller properly exercised a lien (s 40), the timing and effectiveness of stoppage in transitu (ss 43-45), and the seller’s right to re‑sell under s 47. Questions under s 44 about when transit ends are frequently fact dependent and litigated.
Remedies quantification and available relief (Part V). Courts will decide appropriate measures of damages under ss 49-50, the suitability of specific performance for unique or ascertained goods under s 51, and how diminution of price or damages for warranty breaches should be calculated under s 52.
Reasonable time and reasonable price determinations (ss 8(2), 55). The Act explicitly treats these as questions of fact, and courts therefore determine what constitutes a reasonable price or reasonable time based on evidence, market conditions and customary industry practice.

Because the Act contains numerous fact‑sensitive standards, litigation history is composed primarily of judicial applications of those standards to particular facts. For authoritative summaries and precedents, practitioners must consult reported case law interpreting the Western Australian Sale of Goods Act and relevant common law precedents, none of which are supplied within the Act text itself.

Practitioners must watch specific statutory traps and practical friction points the Act creates. The Act uses several legal thresholds and triggers that can unexpectedly change rights or liabilities if not handled carefully.

Writing and part‑performance requirement for contracts at $20 and upwards (s 4). The Act requires a written memorandum signed by the party to be charged for contracts of $20 or more to be enforceable unless the buyer accepts part of the goods, gives earnest money, or a note or memorandum exists. Failure to obtain and retain a signed note can make a contract unenforceable unless part acceptance or payment can be evidenced. This is an evidentiary and enforceability risk gatekeeping remedies.
Passing of property is intention based (ss 17-18). Parties who assume that delivery equals transfer of property may be surprised; property passes when the parties intend, not automatically on shipment or payment. The s 18 Table provides defaults, but contract terms or conduct can displace those rules. If parties want property to remain with seller or pass to buyer at a specific point, they must express that intention in clear contractual language.
Risk follows property prima facie (s 20). Because risk shifts when property passes, a buyer who has property but not yet received goods bears the risk of loss even without physical possession. Sellers wanting to shift risk should delay appropriation; buyers wanting to avoid exposure should condition transfer of property on inspection, carriage and insurance arrangements.
Seller’s duty when engaging carriers (s 32(2)-(3)). A seller who sends goods must, unless authorised otherwise, make a reasonable contract with the carrier on the buyer’s behalf. Where sea transit is involved and it is usual to insure, the seller must notify the buyer so the buyer can insure, otherwise goods may be at the seller’s risk during sea transit (s 32(3)). Failure to observe these duties creates exposure to loss.
Examination and acceptance traps (ss 34-36). Buyers are not deemed to have accepted goods until they have had a reasonable opportunity to examine them (s 34(1)). However acceptance may be implied if the buyer does an act inconsistent with the seller’s ownership or retains goods without rejecting them after a reasonable time (s 35). Buyers who undertake acts that indicate ownership risk losing rejection rights.
Implied conditions subject to exceptions and waivers (ss 12-15, s 54). Parties may exclude or vary implied protections by express agreement, usage or course of dealing (s 54). Sellers often seek contractual disclaimers of fitness or merchantable quality, and buyers who rely on implied protections must ensure the contract does not validly exclude them.
Valuation clauses without fallback (s 9). Contracts that leave price to a third‑party valuer risk avoidance where the valuer fails to act. The Act provides that where valuation fails the agreement is avoided, unless goods have been delivered and appropriated in which case a reasonable price is payable (s 9). In practice parties should include fallback mechanisms to avoid automatic avoidance.
Unpaid seller’s rights require possession or transit conditions (ss 40-45). Exercising a lien requires the seller to be in possession (s 40). Once goods are delivered to a carrier without the reservation of right of disposal, lien may be lost (s 42(1)(a)). Stoppage in transitu requires goods to be still in course of transit (s 44); determining when transit ends involves several fact sensitive sub‑rules in s 44 that can produce unexpected outcomes.
Stolen goods rule contingent on conviction (s 24). Title revesting in stolen goods requires a conviction of the offender (s 24(1)). Where goods are obtained by fraud or wrongful means not amounting to stealing, conviction alone does not revest property (s 24(2)). This creates a narrow technical route to revesting that depends on criminal process.
Auction sale formalities (s 57). Auctioneers and sellers must observe the rules on seller bidding, reserved prices and announcement of sale completion. Failure to properly notify a right to bid may expose the sale to being treated as fraudulent by the buyer (s 57(3)).
Reasonableness and time questions are matters of fact (s 55). The Act delegates many questions such as reasonable price, reasonable time and reasonable carriage to factual determinations. This increases litigation risk because outcomes can swing on evidence of industry custom and conduct.

Practically, these “gotchas” translate into documentary, logistical and drafting work: sellers need to preserve possession or reserve disposal where they want to exercise lien or avoid immediate transfer of property; buyers should require clear transfer and inspection conditions; parties leaving terms to valuer or third parties must include fallbacks, and both sides must properly lodge and preserve written records where s 4 applies. Failure on any of these fronts can be dispositive of remedies.

This section provides concrete steps, grounded in the statutory text, that contracting parties and their advisers can take to align conduct with the Act’s rules and to manage legal risk.

Drafting and contract formation

Clearly state when property is intended to pass. Use express transfer provisions referencing s 17 and, where appropriate, include appropriation clauses that mirror the s 18 Table rules to avoid ambiguity about when property and risk shift.
For contracts above the s 4 threshold, ensure a signed memorandum or part performance exists. Where the buyer is to accept some goods, document acceptance acts or save proof of part payment or earnest money to satisfy s 4(1).
If price is to be fixed by a third party valuation, draft a fallback mechanism specifying an alternate valuer, dispute resolution mechanism or a reasonable price provision to avoid automatic avoidance under s 9 where valuation is not made.
Use express clauses to preserve or exclude implied terms. If the seller desires to exclude implied warranties of fitness or merchantable quality, include clear and consistent exclusion clauses, noting s 54 allows parties to negativate implied terms by express agreement or usage.

Logistics, delivery and carriage

When the seller dispatches goods by carrier, ensure the carriage contract is reasonable for the buyer’s benefit, or obtain written authorisation from the buyer to use a particular carrier (s 32(2)). Keep records of carriage contracts, tracking and insurance arrangements.
For sea carriage where insurance is usual, give prompt written notice to the buyer enabling the buyer to procure insurance, or alternatively arrange carriage with insurance coverage and document that the buyer has authorised the seller to do so (s 32(3)).
If the seller wishes to retain a right of disposal until payment, expressly reserve that right in shipping documents and bills of lading, because delivery of documents making goods deliverable to seller or reservation in bill of lading is prima facie evidence of reservation (s 19(2)).

Possession and unpaid seller remedies

Sellers who wish to preserve a lien should ensure they remain in possession of the goods or documents of title, and avoid delivering to carriers without reserving the right of disposal (s 40, s 42(1)(a)). If the seller does deliver to a bailee, ensure documents of title remain under the seller’s control or explicitly reserved.
Where stoppage in transitu may be relevant (buyer insolvency risk), ensure shipping records clearly show the time and manner of delivery to carriers to preserve the ability to recall goods while in transit (s 43-45). Keep evidence that goods remained in course of transit per s 44 criteria.

Inspection and acceptance

Buyers should preserve rejection rights by exercising their statutory right to a reasonable opportunity to examine delivered goods before doing any act inconsistent with seller ownership (s 34(1), s 35). Document inspection windows, inspection results, and written notices of rejection within reasonable timeframes.
If the buyer undertakes any act inconsistent with seller ownership, ensure such act is contractually intended to be an acceptance, or otherwise be aware that acceptance per s 35 will affect remedy options.

Title and third party transfers

Parties dealing with documents of title should verify that transferors have authority and no notice of defects in title, since bona fide purchasers taking for value may acquire good title under s 25 and s 46. Obtain warranties or indemnities where appropriate.
In credit or financing arrangements where goods serve as collateral, ensure bills of sale or pawn arrangements are consistent with saved enactments per s 59(3), and check the Pawnbrokers and Second‑hand Dealers Act interactions recorded in the compilation table.

Remedies and dispute readiness

Include contractual dispute resolution clauses addressing valuation disputes, market price references and choice of law for damages calculations to reduce uncertainty in ss 49-50 market difference measures.
For sellers seeking specific performance, preserve evidence that goods are specific or ascertained and that damages would be an inadequate remedy, to assist an application under s 51.

Practical record keeping

Maintain contemporaneous written records showing contract terms, delivery and carriage arrangements, acceptances or rejections, notices sent under s 45 in stoppage scenarios, and any authority given by buyers to sellers to contract with carriers.
Where usage of trade or course of dealing will be relied upon to vary implied terms (s 54), document and evidence the usage comprehensively to persuade a tribunal that it binds both parties.

Insurance and risk management

Since risk follows property (s 20), parties should agree on who bears insurance obligations and at which point. If the seller prefers buyer to assume risk only after delivery, express that in the contract. Buyers who take property before receipt should obtain insurance immediately.

Audit and compliance checks

Periodically audit standard form contracts to ensure they reflect the current text of the Act and any relevant amendments listed in the compilation table, and to verify that standard clauses do not inadvertently exclude statutory protections the client intends to keep.

By aligning contract drafting, logistical practice and record keeping with the Act’s statutory rules, parties reduce the likelihood of disputes over passing of property, risk allocation and the availability of unpaid seller remedies. The statutory text supplies clear triggers (for example ss 4, 18, 20, 32, 40, 43) that should be addressed expressly in commercial contracting practice to manage allocation of legal and commercial risk.

Deep Dive

What it does

Current sections