Contract of sale

“ It is requisite that there should be two parties to every contract of sale, except where the seller and purchaser employ the same agent, or where a father or a guardian makes a sale on behalf of a minor, or where a slave purchases his own freedom by permission of his master. ”

“ This ruling, therefore, accords with the principles of the former cases, and illustrates the distinction between an implied condition of the sale as the essence of the thing sold, and the ascertainment of whether the contract of sale in the purview of the parties embraced a particular object, just as it appeared to be, whether existing or not, whether valid or invalid. ”

“ The contract there provided for is an executory contract of sale and purchase, which arises upon acceptance of and compliance with the stated terms of the offer made by the state for the sale of the lands. The purchaser presents his application, makes the cash payment, causes the land to be surveyed, and executes his obligation to perform the things to be done in the future. ”

“ Sale of Goods-Implied Warranty and Right to Inspect.
Every person who sells goods of a certain denomination or description undertakes, as a part of his contract, that the article delivered shall correspond to the description, and is, in fact an article of the species, kind, and quality expressed in the contract of sale. ”

“ It is essential to the validity of every contract of sale, that the subject of it, and the consideration, should be so determinate as to admit of no future contention regarding the meaning of the contracting parties. ”

“ First, in presupposing that a mere contract of sale of commercial paper, without ecourse, is governed as to the obligations, between the vendor and vendee, by the law merchant; second, in assuming that, in such a sale, either under the principles of the civil law, or what the argument presumes to be the law merchant, the only warranty restingupon the vendor is that of the genuineness of the signatures to the paper sold. ”

“ Modern decisions of the most recent date support the proposition that a contract for the sale of specific ascertained goods vests the property immediately in the buyer, and that it gives to the seller a right to the price, unless it is shown that such was not the intention of the parties. ”

“ And so, when a contract for the sale of goods is made by sample, it amounts to an undertaking on the part of the seller with the buyer that all the goods are similar, both in nature and quality, to those exhibited, and if they do not correspond the buyer may refuse to receive them ”

“ 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, 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. ”

“ Examples of the kind are numerous in cases where the goods are not specified, and the decided cases show that if the seller subsequently selects the goods and the buyer adopts his acts, the contract which before was a mere agreement is converted into an actual sale and the property passes to the buyer. ”

“ Section 3 condemns sales or agreement where the effect of such sale or contract of sale 'may' be to substantially lessen competition or tend to create monopoly. It thus deals with consequences to follow the making of the restrictive covenant limiting the right of the purchaser to deal in the goods of the seller only. ”

“ On the contrary, both in England and in the United States the doctrine is universally recognized that, where commercial paper is sold without indorsement, or without express assumption of liability on the paper itself, the contract of sale, and the obligations which arise from it, as between vendor and vendee, are governed by the common law relating to the sale of goods and chattels. ”

“ To protect the seller, the sale contract almost invariably contains a clause to the effect that title to the goods shall remain in the seller until final payment has been made, that failure to pay any instalment when due shall result in the cancellation of the contract, and that in such case the goods shall be returned to the seller. Experience with this class of sales shows that a large number of contracts are forfeited with or without return of the goods. ”

“ It is quite unmeaning for parties to a contract to say it shall not amount to a sale, when it contains every element of a sale, and transmission of ownership. This part of the contract is to be construed in connection with the other provisions, so that if possible, or so far as is possible, they all may harmonize. Thus construed, it is quite plain these stipulations were inserted to enable the manufacturing company to enforce payment, not of any rent or hire, but of the selling price of the cars for which the company took the notes of the railroad company. ”

“ If language is to be interpreted in its natural and ordinary sense, the contract means that, and means nothing more nor less. The purchases, it says, shall be made during the present year. The sale shall be made within five years from that time, and one-half the profits from such purchase and sale, not from purchases or sales made at any other time, shall be paid to Price, not as profits, but as compensation for his services. ”

“ The memorandum leaves it doubtful, whether a sale in presenti, or a contract, or proposals towards a contract, for a future sale, were intended. The probable, if not necessary inference, from the face of the paper, is, that no present sale is made.
1. No specific goods are designated.
2. An election to reject or deny any contract as to part, at the mere pleasure of the purchaser, is reserved.
3. Credit is not to commence until a future uncertain event.
4. Delivery is thereafter to be made. ”

“ Sale by sample obviates the necessity on the part of sellers of keeping large quantities of goods on premises unsuitable for storage, and on the part of buyers of having to make a special visit' to inspect the goods in bulk. The sale of goods by sample is dealt with in England by the Sale of Goods Act 1893, s. 15, which provides that a contract of sale shall be a contract for sale by sample Where there is a term in the contract, express or implied, to that effect. ”

“ When the agreement for sale is of a thing not specified, or for an article not manufactured, or of a certain quantity of goods in general without any identification of them or an appropriation of the same to the contract, or when something remains to be done to put the goods into a deliverable state, or to ascertain the price to be paid by the buyer, the contract is merely an executory agreement, unless it contains words warranting a different construction, or there be something in the subject-matter or the circumstances to indicate a different intention. ”

“ Upon the first of them, relating to the premises having been parted with by Clarke to De Grasse, upon a consideration other than cash, we remark that sale is a word of precise legal import, both at law and in equity. It means at all times, a contract between parties, to give and to pass rights of property for money, which the buyer pays or promises to pay to the seller for the thing bought and sold. ”

“ The simple question is, after such a contract, after such an agreement, after a sale to a third person, and payment in full by that third person, can the vendor say to the new purchaser, 'You have paid your immediate vendor just as I agreed you should, and I took his covenant. ”

“ In New York the vendor not only has the usual remedy on the contract, but may, after a tender to the vendee, either sell as his agent, and then recover the balance due on the contract, or sue at once for the whole contract price. See Whitney v. Boardman, 118 Mass. 242, 248, where it is laid down that the plaintiff may recover the expenses of a sale at auction if he notifies the defendant of intention to sell,—that is, he recovers the difference between the contract price and the net proceeds of the sale. ”

“ In the clause, 'No arrival, no sale,' the word 'arrival' evidently refers, as the word 'sale' must necessarily refer, to the goods which are the subject of the contract, and not to the particular vessel on which they are shipped; and the whole effect of the clause is that, if the goods never arrive at their destination, the buyers acquire no property in them, and do not become liable to the sellers for the price. ”

“ Before you enter an auction-room make up your mind as to price, and do not be led away by the persuasions of the auctioneer, who is the agent of the seller, or the biddings of others. Do not sign a contract tendered to you by the auctioneer, unless a reciprocal contract is signed and delivered to you at the same time by him. In writing about the sale or purchase of an estate, you should always cautiously declare your offer not to be final, lest the other party should, by accepting the terms you mention in your letter, not intending them to be final, entrap you into a binding contract. ”