APPENDIX IV.

THE UNIFORM SALES ACT OF 1908
WITH ANNOTATIONS.

INTRODUCTORY.

Inasmuch as the Act to make uniform The Law of Sales has been passed in Arizona, Connecticut, Massachusetts, New Jersey, Ohio and Rhode Island, it has been thought advisable to reprint the statute with brief annotations. These are limited, as a rule, to a comparison of the various provisions of the American statute with the corresponding provisions of the English Sale of Goods Act; to a specification of the changes effected in existing law by the statute, and to references to the second edition of Burdick on Sales, where each topic is discussed and the leading authorities are cited.

The English Sale of Goods Act is also reprinted without annotations.

As the history of the American statute may not be familiar to all, the following sketch by Francis B. James, Esq., chairman of the Committee on Commercial Law of the Commissioners on Uniform State Laws is reprinted:

"The original draft of this act was prepared in 1902-3, by Professor Samuel Williston, of Cambridge, Massachusetts, at the request of the Commissioners on Uniform State Laws in National Conference. It was printed in the summer of 1903 and sent with a request for criticism to Teachers of the Law of Sales and to other experts on the subject. Some criticisms were received, and with the light of these criticisms and his own further reflection, the draftsman presented to the Conference of Commissioners on Uniform State Laws, at its meeting at St. Louis, September 22, 23 and 24, 1904, a number of suggested amendments.

The draft was then gone over carefully, section by section, by the Conference. Doubtful points and changes in wording were discussed and voted upon. The draft was then recommitted to the Committee on Commercial Law, with instructions to embody the changes adopted by the Conference and to present a revised draft at the meeting of the Conference in August, 1905.

Another draft was presented, in accordance with these instructions, at the meeting of the Conference at Narragansett Pier in August, 1905. This draft included for the first time a number of sections on the transfer of property by means of documents of title. These sections are numbered Sections 27-40 in the present draft. Because of these sections, it was thought best once more to recommit the draft.

At the meeting of the Conference in St. Paul in August, 1906, the following draft was adopted and recommended to the legislatures of the several states for passage."

With only a few verbal changes, the draft above described became chapter 237 of the Acts of 1908, of Massachusetts.

CHAPTER I.

THE SALES ACT.

AN ACT TO MAKE UNIFORM THE LAW RELATING TO THE SALE

OF GOODS.1

Be it enacted, etc., as follows:

PART I.

FORMATION OF THE CONTRACT.

SECTION 1. (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.

§ 1. The American statute discards the phrase "contract of sale" which is employed in the English statute, and which has the support of judicial authority on both sides of the Atlantic." "An agreement, whereby the seller transfers the property in goods to the buyer for a consideration called a price," would seem to be a "contract of sale as distinguished from a contract to sell." True it operates as a conveyance of property, but contract obligations may, and generally do continue to bind the seller thereafter; as shown by §§ 13, 14, 15, 16 and 65.

SECTION 2. Capacity to buy and sell is regulated by the

1 Massachusetts Acts and Resolves, 1908, Chap. 237. 'See cases cited on pp. 1-3 of text.

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.

§ 2. This is a copy of the corresponding section of the English statute, save that the words "the sale and," are omitted from the last line. It codifies the prevailing rule in this country.

FORMALITIES OF THE CONTRACT.

SECTION 3. Subject to the provisions of this act and of any other 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.

§3. A reproduction of the third section of the English statute, (save the proviso as to corporations, which has been omitted,) and a codification of well established principles.

SECTION 4. (1) A contract to sell or a sale of any goods or choses in action of the value of five hundred dollars or upward 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.

(2) The provisions of this section shall apply to every such contract or sale, notwithstanding that the goods may be intended to be delivered at some future time, or may not at the time of such contract or sale 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; but if the goods are to be manufactured by the seller especially for the buyer and are not suitable for sale to others in the ordinary course of the seller's business, the provisions of this section shall not apply.

(3) There is an acceptance of goods within the meaning of this section when the buyer, either before or after delivery of the goods, expresses by words or conduct his assent to becoming the owner of those specific goods.

§ 4. (1) This subdivision differs from the English statute in adding "or choses in action," to "goods," and substituting five hundred dollars" for "ten pounds." The first of these changes gives effect to the prevailing rule in this country. The second was made so that "small sales which are usually oral will not be affected, but large transactions which by prudent business usage should be in writing will be covered." 2

84 (2). The last clause of this subdivision codifies the Massachusetts rule, and discards not only that of the English statute, which the draftsman admits "is the most scientifically exact," but also the other rules set forth in the text."

$4 (3). Here, again, the English rule has been discarded, while that of Stone v. Browning has been adopted."

SUBJECT MATTER OF CONTRACT.

SECTION 5. (1) The goods which form the subject of a contract to sell 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 to sell, in this act called "future goods."

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

(3) Where the parties purport to effect a present sale of 1 Text, pp. 8-10.

2 Draftsman's Notes. For the present limits in this country, see text, Pp. 18-24.

p. 41.

451 N. Y. 211 (1872); 68 N. Y. 598 (1877).

The topic is fully discussed and cases cited in text, at pp. 91–98.