the contract. Most of the implied terms contained in
ss 12–15 are designated conditions, so, if the goods do
not correspond with their description or are not of
satisfactory quality or fit for a particular purpose, the
buyer is entitled to reject them. The right to reject is lost
as soon as the goods have been accepted under the rules
set out in s 35. The rules relating to acceptance have
already been considered. If the buyer is deemed to have
accepted the goods, he must treat the breach of condi-
tion as a breach of warranty, thus limiting his remedy to
a claim for damages.
The Law Commission in its Report on the Sale and
Supply of Goods(1987) explored the possibility of laying
down fixed periods during which the buyer would retain
his right to reject. The suggestion was rejected on the
ground that a single time limit would be inappropriate
to the very different kinds of goods covered by the Act,
while different time limits for different types of goods
would require very complex legislation. The Law
Commission felt that the ‘reasonable time’ provision in
s 35 provided the appropriate flexibility and, in practice,
gave rise to few disputes.
If the goods have not been accepted, the buyer has
a right to reject for any breach of the implied promises
as to title, description, quality and suitability set out in
ss 12–15, no matter how slight the breach. This is because
the Act classifies these promises as ‘conditions’. (Any
breach of a condition entitles the injured party to
terminate the contract and claim damages.) However,
not all breaches of the implied terms in ss 13–15 will be
so serious as to justify the buyer’s right to reject. It
would seem unfair to the seller that a buyer should be
able to reject goods for a very slight breach. There is also
the danger that, where a buyer is trying to reject goods
because of a very minor breach, the court may conclude
that the claim is so unreasonable that there was really no
breach at all.
The Law Commission considered the issue in its
Report on the Sale and Supply of Goods(1987). It con-
cluded that a distinction should be drawn between
consumers and commercial buyers in relation to remed-
ies. It recommended that a consumer’s right to reject
for breach of the implied terms in ss 13 –15 should be
retained but that a non-consumer buyer should be pre-
vented from rejecting goods where the breach is so slight
that it would be unreasonable to reject. This recommen-
dation is implemented by the Sale and Supply of Goods
Act 1994, which introduces a new s 15A to the 1979 Act.
Section 15A provides that where a seller can show that
the breach of ss 13–15 is so slight that it would be unrea-
sonable for a non-consumer buyer to reject, the breach
is to be treated as a breach of warranty and not as a
breach of condition. The modification of the buyer’s
rights does not apply where the contract indicates a con-
trary intention.An action for damages
1 Non-delivery (s 51).The buyer can sue for non-
delivery when the seller wrongfully neglects or refuses to
deliver the goods. 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. Where
there is an available market for the goods, the measure
of damages is usually the difference between the con-
tract price and the higher price of obtaining similar
goods elsewhere. If the buyer has paid in advance and
the goods are not delivered, he can recover the amount
paid (s 54) because there has been a total failure of
consideration.
2 Breach of warranty (s 53).The buyer can sue for
damages under s 53 in the following circumstances:
■where the seller is in breach of a warranty;
■where the seller is in breach of a condition, but the
buyer has chosen to carry on with the contract and
claim damages instead;
■where the seller is in breach of a condition, but the
buyer has lost the right to reject the goods (because he
has accepted them).
The measure of damages is the estimated loss directly
and naturally resulting from the breach. This is usually
the difference in value between the goods actually deliv-
ered and goods fulfilling the warranty.Specific performance (s 52)
The buyer may sue for specific performance, but only
in cases where the goods are specific or ascertained and
where monetary damages would not be an adequate
remedy. A court is unlikely to make such an order if
similar goods are available elsewhere.Additional rights of buyers in consumer
cases (ss 48A – 48F)
The Sale and Supply of Goods to Consumers Regulations
2002 introduce a range of additional rights for consumer
buyers. The rights apply where the buyer deals as a con-
sumer and the goods do not conform to the contract
of sale at the time of delivery. A ‘consumer’ is a naturalPart 3Business transactions