Lloyd's Maritime and Commercial Law Quarterly
BOOK REVIEW - SALE OF GOODS
SALE OF GOODS by M. G. Bridge, LL.B., LL.M., Barrister (M.T.), Professor of Law, McGill University. Butterworths, Toronto (1988, cxviii and 802 pp., plus 32 pp. Index). Hardback £78.
When first asked to review this new book, the reviewer wondered as to the place for another book on the sale of goods. This question was swiftly answered by the realization not only that the book is written from the Canadian common law perspective but also that it constitutes a major and exhaustive re-examination of the major issues of the common law of sale of goods. The project is the more commendable, given the substantial proposals in Canada for reform of the law of sale through a Uniform Sale of Goods Act. The treatment is scholarly and thought-provoking; some 2,700 cases are cited from a variety of jurisdictions. There are 11 chapters: General Introduction; Definition and Subject-Matter of the Sale of Goods Contract; Formalities and Formation Issues; the Passing of Property, the Pre-paying Buyer and the Unpaid Seller; Risk, Initial Impossibility (Mistake) and Subsequent Impossibility (Frustration); Contractual Terms and Statements; Discharge for Breach of Contract; Delivery and Payment; the Implied Terms of Description, Fitness and Quality; the Seller’s Duty and Power to Transfer Title; the Remedies of the Seller and the Buyer.
Despite the detailed provisions of the Sale of Goods Act dealing with the passage of property at law (necessitating the ascertainment of the subject-matter of the contract), Professor Bridge is sympathetic to the possibility that property may pass in equity at an earlier stage. The issue is discussed in the context of Re Wait [1927] 1 Ch. 606, where a buyer of 500 tons from an undivided bulk of 1,000 tons of wheat on board a specified ship paid in advance of separation of the bulk and was held to be unsecured on the seller’s bankruptcy. Such a buyer’s lack of the property in the goods may also cause him problems in respect of his ability to sue a shipowner who has damaged the goods. However, the reviewer submits that the passage of property in equity requires ascertainment of a subject as “the thing or as one of the very things assigned” (per Lord Watson in Tailby v. Official Receiver (1888) 13 App.Cas. 523, 533; see also the judgment of Sir Leo Cussen in King v. Greig [1931] V.L.R. 413). Furthermore, it is submitted that there is much to be said for the well-known views of Atkin, L.J., that the Sale of Goods Act did not contemplate the earlier passage of property in equity in such a situation: “It would have been futile as a code intended for commercial men to have created an elaborate structure of rules dealing with rights of law, if at the same time it was intended to leave, subsisting with the legal rights, equitable rights inconsistent with, more extensive, and coming into existence earlier than the rights so carefully set out in the various sections of the Code.” Professor Bridge suggests that others such as banks dealing with the
272