Sidor som bilder


Uniform legislation called the Uniform Sales Act has been enacted in a number of states in an attempt to eliminate diversity of judicial rulings in regard to sales and contracts to sell. This Uniform Act was approved by the National Conference of Commissioners on Uniform States Laws in 1906. Since that time it has been adopted, with some minor changes, in the following states and territories: Alaska, 1913; Arizona, 1907; Connecticut, 1907; Illinois, 1915; Iowa, 1919; Maryland, 1910; Massachusetts, 1908; Michigan, 1913; Minnesota, 1917; Nevada, 1915; New Jersey, 1907; New York, 1911; North Dakota, 1917; Ohio, 1908; Oregon, 1919; Pennsylvania, 1915; Rhode Island, 1908; Tennessee, 1919; Utah, 1917; Wisconsin, 1911; Wyoming, 1917.

The following is the text of the Uniform Act as presented by the Commissioners. Under each section are digested such decisions as seem to interpret, clarify, or apply the rule. These citations, however, do not purport to be a complete reference to the cases decided under the Act. For fuller citation of such decisions the reader is referred to “The Uniform State Laws, Annotated," by C. T. Terry and to “Some Reasons Why the Code States Should Adopt the Uniform Sales Act," by Lauriz Vold, in 6 Calif. L. R. 37. Not all of these decisions refer expressly to the Act, but they are assumed to have been made with reference to it, because they were rendered subsequent to its adoption in the particular state—admittedly a somewhat dubious assumption.

It seems unnecessary for the author himself to undertake comments on the Act. The reader can interpret it equally well for himself through a comparison of its provisions with the relevant rules of the Common Law as set out in the preceding text. To facilitate this, the related sections of the Act are noted throughout the text.

The purpose of the Act is to procure uniformity of rule and it should be so interpreted. (See sections 73 and 74,).





Section 1.-Contracts to Sell and Sales.-(1.) A contract to sell goods is a contract whereby the seller agrees to transfer the property in goods to the buyer for a consideration called the price.

(2.) A sale of goods is an agreement whereby the seller transfers the property in goods to the buyer for a consideration called the price.

(3.) A contract to sell or a sale may be absolute or conditional.

(4.) There may be a contract to sell or a sale between one part owner and another,

Furnishing of food in a restaurant is not a "sale" either at com. mon law or under the Act, Merrill v. Hodson, 88 Conn. 314.

But compare, Friend v. Childs Co., Mass., 120 N. E. 407; Barrington v. Hotel Astor, 171 N. Y. S. 840.

"Passing of title (is) the cardinal difference between sale and the relation of principal and factor." Act not mentioned. McGraw v. Hanway, 120 Md. 197.

A "sale" requires “transfer of the general or absolute property as distinguished from a special property." Act not mentioned. In re Grand Union Co., (N. Y.) 219 Fed. 353.

Section 2.-Capacity-Liabilities for Necessaries.Capacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property.

Where necessaries are sold and delivered to an infant, or to a person who by reason of mental incapacity or

drunkenness is incompetent to contract, he must pay a reasonable price therefor.

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


Section 3.-Form of Contract or Sale.Subject to the provisions of this act and of any statute in that behalf, a contract to sell or a 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 inferred from the conduct of the parties.

(See related provisions of the next section.)

Section 4.-Statute of Frauds.-(1.) A contract to sell or a sale of any goods or choses in action of the value of five hundred dollars or upwards shall not be enforceable by action unless the buyer shall accept part of the goods or choses in action so contracted to be sold or 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 or sale be signed by the party to be charged or his agent in that behalf.

Adoption of the Act repealed the existing statute of frauds making "void” sales of $50 or more in value. Eigen v. Rosolin, 85 N. J. L. 515.

A contract whereby the parties agree to purchase property jointly from a third person and each to provide a part of the funds therefor is not a "contract of sale", even though the goods are to be divided in specie. There is a distinction between such agreements that the title shall come to the parties jointly and contracts whereby one agrees to take title himself and thereafter transfer an interest to the other. Stock v. Roth Bros. Co., 162 Wis. 281.

When, under a single contract of sale in which the seller agrees to buy back the goods, there is receipt and acceptance of the goods by the buyer, the statute is so far satisfied that the buyer can enforce the seller's agreement to buy back. Armstrong v. Orler, 220 Mass. 112.

Payment of part of price takes an oral contract out of the statute. Meyer v. Shapton, 178 Mich. 417.

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