UNIT 5

DUTIES OF THE SELLER

1. Duty to Transfer Ownership: This is the primary duty of the seller which is to transfer ownership of the goods to the buyer. See section 21 of the Sale of Goods Act 1893, applicable in Nigeria, which states that the seller must have the right to sell the goods and must transfer a good title to the buyer. See the case of Ogunkoya v. Ashiru (1960) LLR 61, where the court emphasized that the seller's duty to transfer a good title is fundamental to the contract of sale.
2. Duty to Deliver the Goods: This is where the seller is obligated to deliver the goods to the buyer as per the terms agreed upon in the contract. See section 27 of the Sale of Goods Act 1893 which specifies that the goods must be delivered at the agreed place and time. See also the case of Nwadike v. Nwosu (1975) 2 SC 71, where the court held that the seller's failure to deliver the goods in accordance with the contract terms constitutes a breach of duty.
3. Duty to Provide Conforming Goods: This is where the seller must ensure that the goods provided conform to the quality, quantity, and description as stipulated in the contract. See section 15 of the Sale of Goods Act 1893 which provides that there is an implied condition that the goods shall correspond with the description. See also the case of Haque Trading Co. Ltd. v. Raghwani (1996) 3 NWLR (Pt. 438) 705, where the court discussed the seller's duty to provide goods that conform to the contract description.

DUTIES OF THE BUYER

1. Duty to Accept the Goods: This is where the buyer has a duty to accept the goods and pay the price as stipulated in the contract. See section 28 of the Sale of Goods Act 1893 which states that the buyer is bound to pay for the goods when the seller tenders delivery. See also the case of Adenuga v. Lagos Town Council (1952) 14 WACA 109, where the court emphasized the buyer's duty to accept and pay for the goods.
2. Duty to Inspect the Goods: This is where the buyer has a duty to inspect the goods upon delivery and to reject any goods that do not conform to the contract terms. See section 31 of the Sale of Goods Act 1893 which provides that acceptance of the goods bars the buyer from rejecting them. See also the case of Adeola v. Nwosu (1985) 2 NWLR (Pt. 7) 213, where the court discussed the buyer's duty to inspect goods upon delivery.

REMEDIES OF THE SELLER

1. Right to Sue for the Price: This happens if the buyer wrongfully neglects or refuses to pay for the goods, the seller has the right to sue for the price of the goods. See section 49 of the Sale of Goods Act 1893 which provides that the seller may maintain an action for the price after the property in the goods has passed to the buyer. See also the case of Mackintosh v. Lloyds and Co. (1972) 5 SC 118, where the court allowed the seller to sue for the price of the goods delivered.
2. Right to Sue for Damages: This happens if the buyer breaches the contract, such as by wrongfully rejecting the goods or repudiating the contract, the seller can sue for damages to compensate for the loss suffered. See also the case of Iwuchukwu v. Erisco Foods Ltd. (2009) 6 NWLR (Pt. 1137) 247, where the court awarded damages to the seller for the buyer's wrongful rejection of goods.

REMEDIES OF THE BUYER

1. Right to Reject Non-Conforming Goods: This happens if the goods delivered do not conform to the contract terms, the buyer has the right to reject them. See section 35 of the Sale of Goods Act 1893 which provides that the buyer may reject the goods and treat the contract as repudiated. See also the case of Okafor v. Ikeja Motor Company Ltd. (1981) 1 SC 7, where the court upheld the buyer's right to reject non-conforming goods.
2. Right to Sue for Damages: This happens if the seller breaches the contract, such as by delivering non-conforming goods, the buyer can sue for damages to compensate for any loss suffered. See the case of Gbadebo v. Olayiwola (1994) 8 NWLR (Pt. 364) 633, where the court awarded damages to the buyer for the seller's failure to deliver goods as per the contract terms.

FACTORS AFFECTING LIABILITY UNDER CONTRACT OF SALES OF GOODS

1. Express Terms of the Contract: This is where the express terms of the contract define the obligations and liabilities of the parties. These terms are agreed upon by both the seller and the buyer.
2. Implied Terms: This is where the Sale of Goods Act 1893 implies certain terms into every contract of sale, such as the seller's duty to transfer a good title and the buyer's duty to pay for the goods.
3. Course of Dealing: This is where the course of dealing between the parties may affect their liability under the contract. Past transactions and practices can influence how terms are interpreted and applied.
4. Custom and Usage: This is where custom and usage in a particular trade or industry may form part of the contract terms, especially if they are well-known and regularly observed.
5. Statutory Provisions: This is where statutory provisions, such as those in the Sale of Goods Act 1893 and other relevant legislation, govern the rights and duties of the parties in a contract of sale of goods.

CONCLUSION

Understanding the duties and remedies of the seller and buyer, as well as the factors affecting liability under the contract of sale of goods in Nigeria, is crucial for navigating commercial transactions effectively. Nigerian statutes and judicial precedents provide a comprehensive framework for enforcing contractual rights and obligations, ensuring fair dealings between parties involved in sales of goods. By adhering to these principles, parties can mitigate risks and resolve disputes in commercial transactions efficiently.