Commercial Law: Analysis of Contractual Obligations in Sale of Goods

This report provides a comprehensive analysis of commercial law, specifically focusing on contracts of sale within the context of the Sale of Goods Act 1979. The report examines a case study involving a contract between A Ltd. and B Ltd. for the purchase of soya bean meal, with a key issue being a misdated bill of lading. It explores the rights of the buyer (A Ltd.) to reject the goods and cancel the contract due to the delivery date discrepancy and potential price fluctuations. The report further delves into scenarios where the buyer accepts the goods despite the misdated bill, discussing remedies available for breach of contract, including the potential for claiming damages. Relevant case law, such as Ireland V Livingstone and Freeman & Lockyer V Buckhurst Park Properties, is used to support the arguments and legal principles discussed. The report concludes by summarizing the buyer's rights and options under different circumstances, emphasizing the importance of contract terms and the consequences of breaches.

COMMERCIAL LAW

Table of Contents
INTRODUCTION...........................................................................................................................3
MAIN BODY...................................................................................................................................3
1)......................................................................................................................................................3
Issue:.......................................................................................................................................3
Rules:......................................................................................................................................3
Application.............................................................................................................................4
Conclusion..............................................................................................................................4
2)......................................................................................................................................................5
Issue........................................................................................................................................5
Rules.......................................................................................................................................5
Application.............................................................................................................................6
Conclusion..............................................................................................................................6
3)......................................................................................................................................................7
Issue........................................................................................................................................7
Rules.......................................................................................................................................7
Application.............................................................................................................................8
Conclusion..............................................................................................................................8
CONCLUSION................................................................................................................................8
REFERENCES................................................................................................................................9

INTRODUCTION
Commercial law refers to such laws which is regulated between the parties regarding
dealing in matter related to sale and purchase of goods (Maxeiner, 2017). It is also known as
trade law in which the rules and regulation are imposed on parties if they deal in business
activities which bring profits to them. In such perspective they mainly carries certain laws which
reflect both civil and criminal liability and also carry various personalities on case of
infringement of any of the rights and responsibility (Dratler Jr and McJohn, 2018). Present report
is based upon the commercial law in which the contract of sale is discussed. As contract is made
between two parties regarding paying the accurate payment as discussed in the contract and than
accordingly the issue are raised regarding the bill misdated.
MAIN BODY
1)
Issue:
In this case study, the contract is made between the parties A Ltd. Buyer and B Ltd. the
seller and the contract is made regarding buying the 10,000 tons of soya bean meal. The contract
is made regarding delivering the products on May, 2019. The major issue which is focused in
this case study is regarding to getting misdated in bill of lading. Bill of lading refers to the
contract between the owner of the party which is delivering goods to the other party and setting
the date so that delivery is got on specific date and set location. Thus, the bill of lading misdated
as delivery is not given on the set date. Thus, in such case, the issue is examined as whether A
carry the right to reject the goods and cancel the contract regarding purchasing the soya bean
meal.
Rules:
Under the Sale of goods Act, 1979, the contract is entered between the partner and the
contract is based on some consideration or any monetary terms (Andersen, 2015). Thus, in such
perspective, the agreement to sell is considered on the bases the condition which is designed by
the parties before entering into any contract.
Under Section 222, The parties can cancel the contract of sale if they didn't get delivery
within the stipulated time or when the parties commit any breach in any of the terms. The
cancellation of contract not exit on the bases of misrepresentation committed by the owners itself

regarding the delivery date (Heidemann and Lee, 2018). In case of expressed contract, their is
written clause mentioned in the contract and parties are bound to follow it.
This statement is supported with the case study of Ireland V Livingstone I.L.R (1872) 5
H.L.P. 365 in this Livingstone which is the principal in the contract takes the helps from Ireland
which is the agent of the contract and the deal is made regarding the delivery of the =/- 50 tons
sugar which accidental deliver the orders to some other place (Ireland V Livingstone I.L.R (1872)
5 H.L.P. 365, 2019).
Application
This case study is relevant to our case study as in case of Ireland V Livingstone I.L.R
(1872) 5 H.L.P. 365, it is the duty of the defendant to pay the cost in case of wrong delivery of
orders. As the Livingstone entered into the contract of agency with the Ireland regarding the
delivery of the orders (Tomasic, 2017). In such case, the defendant had to pay compensation to
the plaintiff regarding any loss incurred. Similarly to this case study, the issue arises in respect of
misdated in bill of lading. The case can also be in favour of A as he didn't receive the goods yet
and also the mistake arise in context of B Ltd which is liable to deliver goods. As the date is
mentioned in the clause that delivery is to be made in May 2019.The issue they also face in
respect of fall in prices of soya bean meal (Schultz and Mitchenson, 2016). This is also one of
the major reason through which A can cancel the order as the delivery is not yet received yet.
This is nothing mentioned in the clause regarding the cancellation of delivery regarding fall or
increase in price. Thus, through this case, A carries the right to cancel the order as he didn't take
any delivery yet and also not avail the services of the B company.
Conclusion
Thus, from the above case study, the discussion is related to sale of goods Act, 1979 in
which the contract is made between two parties regarding purchasing the soya bean meal. In such
case, the owner carries the right to cancel the contract of sale if they get the less price products
from the other company. In this case, A can reject the goods which they buyer from B in case of
two situation. Firstly the prices of the products is fall and also they can purchase the faller prices
from any other company. As nothing specific is mentioned in the contract regarding not
cancellation of any contract in case of increase or decrease in price. Secondly, the bill for the
delivery set is wrongly imposed as the goods are to be delivered on May but the shipment is to

be committed on June. Thus, A carry the right to cancel the contract at any time or can reimburse
the contract to retain in the agreement till the certain time period.
2)
Issue
In another situation, the issue is raised regarding accepting the goods after the bill is
landing misdated. In such perspective various judgement are raised regarding liable to get
damages from the seller in case of accepting the goods after fixing the date of delivery of order.
As the contract is made with certain terms and condition and also norms to be stipulated in case
of breach committed by any of the parties regarding not performing the task.
Rules
Under the sale of goods Act, 1979, section 73 if any party commit any illegal issue in
respect of breach in any clauses. The other party has right to cancel the contract in respect of not
fulfilling the terms as discussed in the contract (Whaley and McJohn, 2016). The defendant also
carry the right to pay the plaintiff in case of damage incurred or also follow various remedies in
case of breach in any clause.
In respect of Section 74, the parties are liable to agreed upon the liquidated damages
which they fix at the time of committing any breach in any of the contract terms. In terms of
Contract of sale regarding delivering any products, both the parties agreed on some point
regarding breach committed by any person (Partain, 2019). In such case the compensation or any
monetary consideration which they discussed in the contract, is to be fulfilled to get the fair
judgement between both the parties.
The case study which is relevant to this case is related to Freeman & Lockyer V
Buckhurst Park Properties (Mangal) Ltd (1964) 2 QB 480, the case is related to paying the
money to the claimant in case of not performing the duty as the managing director. The case
states that Kapoor entered the contract with the claimant regarding developing the property
(Freeman & Lockyer V Buckhurst Park Properties (Mangal) Ltd (1964) 2 QB 480, 2019). He
carry the role of directors in that firm which they established with the help of 4 other person.
They are playing the role of managing directors. Kapoor present to claimant that he is also the
managing director of the company and thus engaged in various business activity. Through this

aspects, the firms engaged under fiction and also they had to pay looses to claimant regarding
dealing in accomplish the task.
Application
From the above case study, it is examined that Kapoor carries the liability to work under
the company norms and also resolves various consequence which is faced by company. But
kapoor commit breach in respect of not performing their duty accurately. As being at the post of
directors, he play the role of managing director and also manipulates claimant regarding his job
role. Thus, the link between this case with our present case is that in case of any situation the
parties are liable to perform their task in case of any situation happens (Hewitt, 2015). In the case
study of A Ltd. v B Ltd., if A accepts the goods after having wrong date fixed under bill, they
can still demand for the damages with the B Ltd, in case of wrong shipment of delivery of orders.
As before entering into any agreement, both the parties agreed with certain clauses such as the
origin of the products, Quantity, quality of the soya bean meal and also the main, shipment
month (Uwer and Schramm, 2018). As per the judgement which is relevant to the section
imposed under the case study, it is stipulated that under section 73, A Ltd. had right to demand
for the damages incurred in case of delay in delivery of the soya bean meal. As nothing is
mentioned in the contract any of the damages which is to be incurred by the defendant parties in
case of not fulfilling their terms and condition in better way.
Thus, in such case study, A can accept the goods after getting delay in services but carry
their own terms and condition regarding accepting the goods. The first point which can prove to
be useful to A Ltd is that they can demand the low prices product as their is decrease in prices of
the soya bean meal in market (Huffman and Charo, 2017). This is the most beneficial point for A
Ltd through which they can realise the mistake through delay in delivery of orders. The another
point which is carried by A Ltd regarding asking for compensation in case of loss in delay of
orders. It can be performed through demanding special discount on the soya bean meal which is
purchased by B Ltd., If they are agreeing on the same prices.
Conclusion
From the above discussion, the point which is mentioned under section 73 is proved to be
useful in case of imposing any penalties on the opposite parties in case of breach committed on
any of the clauses. In this case study, B Ltd is liable to deliver the shipment on May but
unfortunately not make the delivery and also the delivery is to be made on June. As the payment

is already made by the A Ltd. and also clear all the document which is made between the parties.
Through this perspective, they can impose their own condition regarding accepting the delivery
and also fulfilling the terms of agreement. Though this aspects both the parties maintain their
relationship and also carries the valid contract. A had the right to cancel the goods and also Mold
the contract as per their own condition. As the default is made from the defendant side and also if
they impose any of the condition, the opposite party is bound to fulfil it as they are entered into
the contract regarding delivering the soya bean meal.
3)
Issue
In this situation the discussion is related to taking advantages for loss incurred regarding
delay in receiving orders from B Ltd. As the delay in arises in case of not getting soya bean meal
in May which is fixed in the contract of sale which is made between the A Ltd and B Ltd. As in
case of delay in services or not getting timely delivery of orders which is received by A Ltd after
reviewing the misdating in bill of lading. A carries various right against B Ltd regarding taking
the contract as per their own condition. They had the right to cancel the contract or also amend
the contract as per their own terms and conditions. Thus, the issue is raised regarding the taking
damages on what group so that B Ltd had to fulfil and carry the contract with proper terms.
Rules
Under the contract of sale of goods Act, in which the parties entered into the agreement
to sell contract or sale any of the activity through which both earn profits. But if any of the party
commit any of the fraud regarding not fulfilling any of the condition in that case they carry
remedies regarding taking compensation for any of the losses suffered (Duffy and Hynes, 2016).
The remedies can be taken on the bases actual loss incurred or when any breach committed by
any of the parties in respect of accomplishing the clauses in right way.
In case of Summers V Solomon, the case is relating to not fulfilling the duty in case of
own party had dispose of his duty. But the situation is relating to the liability of the person in
respect of following their duty on behalf of others (Business law lecture Ten Case list, 2019). As
in this case study, Solomon had to perform the duty in respect of recommending someone on
behalf of their and also performing the duty in respect of fulfilling someone duty. Thus, in such

study, the duty is to be performed in respect of facing damages by any other party but it is the
duty of the owner to fulfil the condition in case of any losses incurred.
Application
From the above case study, the situation is linked with the recent case study which is
relating to pay damages to the plaintiff regarding the loss incurred in respect of delay in delivery
of soya bean meal (Hunter, 2017). As in above case study, the owner is liable to pay damages to
other party in case of breach committed by the person which is not more working with the
company. Thus, this case study is similar to the case study of A Ltd v B Ltd. That A can liable to
get remedies on grounds of delay in services. As it is the duty of the B Ltd regarding checking
the delivery status of the gods so that they maintained the relationship with the A Ltd for longer
time period. Thus, they carry certain obligation regarding providing the accurate delivery of
products without any damages (Gillespie, 2017). As the delivery status is checked by A Ltd
which purchased goods from B Ltd. Thus in such case a carry various rights and obligation
which B is liable to be fulfilled. As it is mentioned in the agreement that the shipment is to be
made on May and also they are A carries rights to impose their own condition in respect of
receiving compensation.
Conclusion
From the above case study, the decision relating to taking remedies in respect of getting
compensation for the losses incurred is made on the bases of delay in shipment of goods. As
through this aspects, A Ltd had already made payment regarding purchasing the goods thus the
conditions regarding remedies is to be assigned by A Ltd. only.
CONCLUSION
From the above study, the report concludes that commercial law carries various laws
which is related to various field and also it is the duty of the business to carry such laws in right
manner. As the parties rights depends upon getting fair judgement and decision regarding
entering into any contract. In this report, the case study which is discussed is relating to entering
into contract of sale of goods and also various remedies are discussed in case of not fulfilling any
of the clause at right time.

REFERENCES
Books and Journals
Andersen, C. B., 2015. Equity in active learning and peer-review in designing international
commercial law PG units. UW Austl. L. Rev.. 40. p.41.
Dratler Jr, J. and McJohn, S. M., 2018. Intellectual Property Law: Commercial, Creative and
Industrial Property. Law Journal Press.
Duffy, J. F. and Hynes, R., 2016. Statutory Domain and the Commercial Law of Intellectual
Property. Va. L. Rev.. 102. p.1.
Gillespie, J., 2017. Transplanting Commercial Law Reform: deveIreland V Livingstone I.L.R
(1872) 5 H.L.P. 365. 2019loping a'rule of law'in Vietnam. Routledge.
Heidemann, M. and Lee, J., 2018. ˜ Theœ Future of the Commercial Contract in Scholarship and
Law Reform: European and Comparative Perspectives. Springer.
Hewitt, E., 2015. Bringing Continuity to Cryptocurrency: Commercial Law as a Guide to the
Asset Categorization of Bitcoin. Seattle UL Rev.. 39. p.619.
Huffman, M. and Charo, V., 2017. Not So Common: Commercial Law in a Common Law
Jurisdiction. Universite St. Esprit de Kaslik Law Review.
Hunter, H., 2017. Modern Law of Contracts.
Maxeiner, J. R., 2017. The New Commercial Law and Public Information Policy: The Libraries
and UCITA. Practising Law Institute, Understanding Electronic Contracting (2001) and
reprinted in. 2.
Partain, R., 2019. Law and Green Energy Policies: Corporate, Commercial and Trade.
Schultz, T. and Mitchenson, J., 2016. Navigating sovereignty and transnational commercial law:
the use of comity by Australian courts. Journal of Private International Law. 12(2).
pp.344-378.
Tomasic, R., 2017. Commercial Law in East Asia. Routledge.
Uwer, D. and Schramm, M., 2018. The Transposition of the CSR Directive into German
Commercial Law. PA Persona e Amministrazione. (1). pp.197-221.
Whaley, D. J. and McJohn, S. M., 2016. Problems and materials on commercial law. Wolters
Kluwer Law & Business.
Online
Business law lecture Ten Case list. 2019. Online. Available through:
<https://www.scribd.com/document/344701815/Lecture-10-Case-List>.
Freeman & Lockyer V Buckhurst Park Properties (Mangal) Ltd (1964) 2 QB 480. 2019. Online.
Available through: <https://swarb.co.uk/freeman-and-lockyer-v-buckhurst-park-properties-
ca-1964/>.
Ireland V Livingstone I.L.R (1872) 5 H.L.P. 365. 2019. Online. Available through:
<https://indiankanoon.org/docfragment/437355/?formInput=ireland%20v.%20livingston>.