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COMMERCIAL LAW

(COURSE CONTENTS)

Commercial Law also known as Law of Commercial Transaction is a compulsory course that you must offer in the Law programme. It deals with the Sale of Goods Law, Agency and Hire Purchase. The goal is to acquaint the learner with the subject matter which is dealt with herein and which the student is expected to know after reading through.

 

The following course outline are the various topics to be covered in this Course.

 

PART A: SALE OF GOODS

 

1. NATURE, SOURCES AND MEANING OF SALE OF GOODS

Meaning of Commercial Law

Nature of Sale of Goods

Sources of Nigerian Sale of Goods Law

Meaning of Sale of Goods

 

2. SALE OF GOODS DISTINGUISHED FROM OTHER COMMERCIAL TRANSACTIONS

Gift

Exchange

Bailment

Hire purchase

Loan

 

3. FORMATION OF THE CONTRACT OF SALE OF GOODS

Capacity to Buy and Sell

Offer

(a) Definition of Offer

(b) Forms of Offer

(c) Offer Distinguished from Invitation to Treat

(d) Communication of an Offer

(e) Termination of an Offer

Acceptance

(a) Meaning of Acceptance

(b) Conditions of Acceptance

(c) Communication of Acceptance

(d) Modes of Communication

Consideration

(a) Definition of Consideration

(b) Consideration must move from the Promisee

(c) Claim in Excess of Benefit Provided for in an Agreement

(d) Executory and Executed Consideration

(e) Past Consideration

(f) Adequacy of Consideration

(g) Sufficiency of Consideration

(h) Rule in Pinnel’s Case

Creation of Legal Relation

(a) Domestic and Social Engagements

(b) Commercial Agreements

  

4. ESSENTIAL ELEMENTS OF A CONTRACT OF SALE OF GOODS

Contract

Agreement to Sell

Price

Goods

(a) Existing Goods.

(b) Specific or Ascertainable Goods.

(c) Unascertained Goods.

(d) Future Goods

 

5. TERMS OF A CONTRACT

A Term of the Contract and a Mere Representation Distinguished

Express Terms

(a) Conditions

(b) Warranties

(c) Representations

Implied Terms

(a) Terms Implied by the Courts

(b) Terms Implied by Law or Statute

(c) Terms Implied by Custom and Usage

 

6. TERMS IMPLIED BY STATUTES

Terms Implied by Statute

Time

Title

(a) Right to Sell

(b) Quiet Possession

(c) Freedom from Encumbrance

Description

Fitness for Particular Purpose

Merchantable Quality

Sale by Sample

 

7. EXCLUSION CLAUSES, FUNDAMENTAL TERMS AND FUNDAMENTAL BREACH

Exemption Clauses

The Concept of Fundamental Terms

Fundamental Breach

 

8. CONCEPT OF PROPERTY

Concept of Property.

Transfer of Property to the Buyer

Property and Possession

 

9. PASSING OF PROPERTY IN UNCONDITIONAL SALE OF SPECIFIC GOODS

Rule 1 on Passing of Property in Unconditional Sale of Specific Goods

Unconditional Contract.

Specific Goods.

Deliverable State.

 

10. RULES ON PASSING OF PROPERTY IN CONDITIONAL SALE OF SPECIFIC GOODS

3.1 Rule 2

3.2 Rule 3

3.3 Rule 4

 

11. PASSING OF PROPERTY IN UNASCERTAINED OR FUTURE GOODS CONTENTS

Property cannot pass until goods are ascertained

Passing of property is dependent upon the intention of the parties

How goods are ascertained?

When does property pass?

Delivery to a carrier

 

12. TRANSFER OF PROPERTY BY NON-OWNER

Nemo Dat Quod Non Habet

General Exception

 

13. SPECIAL EXEMPTION TO THE DOCTRINE OF NEMO DAT QUO NON HABEAT

Special Exception

Estoppel

Sale by a Person with voidable title

Sale by a seller in possession

Sale by a buyer in possession

Sale in Market Overt

Sale by Court Order

 

14. DUTIES OF THE SELLER

Duty to Deliver Goods at the Right Time

Duty to Pass a Good Title

Duty to Supply Goods of the Right Quantity

 

15. DUTIES OF THE BUYER

Duty to pay the Price

Duty to accept the goods

Acceptance and Examination

 

16. REMEDIES OF THE SELLER

Personal Remedies (Rights in personam)

(a) Action for the Price

(b) Action for Damages

Real Remedies (Rights in rem)

(a) Rights of the Unpaid Seller

(b) Unpaid Sellers Right of Lien

(c) Rights of Stoppage in Transit

(d) Rescission and Re-sale

 

17. REMEDIES OF THE BUYER

Recovery of the Price

Rejection of the goods

Acceptance

Damages

 

18. FACTORS AFFECTING LIABILITY UNDER CONTRACT OF SALE OF GOODS

Risk and Frustration

Mistake

 

19. CARRIAGE OF GOODS BY SEA

Common Carriers

Duties and Liabilities of a Common Carrier

The Hague Rules on Carriage by sea

 

20. CONTRACT OF AFFREIGHTMENT

Charter-Party

Forms of Charter-Party

Implied Terms

Bill of Lading

Functions of Bill of Lading

Negotiability of Bill of Lading

 

21. COST, INSURANCE AND FREIGHT (C.I.F CONTRACT)

C.I.F Contract

Duties of the Seller

Duties of the Buyer

Passing Property and Risk

Breach and Remedies

 

22. THE FREE ON BOARD (F.O.B) CONTRACT

F.O.B Contract

Types of F.O.B Contract

Duties of the Seller

Duties of the Buyer

Passing of Property

Breach and Remedies

 

23. DOCUMENTARY LETTERS OF CREDIT

Documentary Letters of Credit

Types of Letters of Credit

Opening of Letters of Credit

Doctrine of Strict Compliance under Letters of Credit

 

24. CARRIAGE BY LAND AND AIR

Carriage by Land

Carriage by Air

Basic Elements of Liability

 

PART B: AGENCY

 

25. MEANING OF AGENCY

Meaning of Agency

The Origin of Agency

Theories of Agency

(a) The Power Liability Theory

(b) The Consent Theory

(c) The Qualified Consent Theory

 

26. THE NATURE AND CHARACTER OF AGENCY RELATIONSHIP

The Consent of the Parties

The Authority of the Agent

Agency and Other Relationships Distinguished

(a) Agent and Trustee

(b) Agents, Servant and Independent Contractor

(c) Agent and Banker

 

27. CLASSIFICATION OF AGENTS

General and Special Agents

Commission Agents

Mercantile Agents

(a) Factors

(b) Brokers

(c) Del Credere Agents

 

28. COMPETENCE OF PRINCIPAL

Competence of the Principal

Infants

Mentally Ill person

Corporations

 

29. COMPETENCY TO BE AN AGENT

Legal Practitioners

Insurance Agents and Brokers

Auctioneers

 

30. AUTHORITY OF AN AGENT

Actual Authority of an Agent

(a) Express Actual Authority

(b) Implied (or Incidental) Actual Authority

Usual Authority

 

31. FORMALITIES TO CREATION OF AN AGENCY

Agency by Agreement or Contract

Agency by Estoppel

 

32. AGENCY BY RATIFICATION 

Validity of Ratification

Mode of Ratification

Effect of Ratification

 

33. AGENCY OF NECESSITY

Agency by Necessity?

Doctrine of Deserted Wife’s Agency of Necessity

Conditions for Necessity of Agency

 

34. RELATIONSHIP WITH THIRD PARTIES: DISCLOSED PRINCIPAL

Contracts by Agents

Principal and Third Party

Effect of Agency on Disclosed Principal

 

35. RELATIONSHIP WITH THIRD PARTY: UNDISCLOSED PRINCIPAL

The Doctrine of Undisclosed Principal

Personal Liability of the Agent

(a) Where the Agent Contracts Personally

(b) Where the Principal is Foreign

(c) Where the Principal is Fictitious or Non-Existent

(d) Where the Principal is Not Avowed

(e) Where the Contract is in Writing

(f) Where the Contract is a Deed

(g) Where the Contract is a Negotiable Instrument

(h) Where There is Implied Warranty of Authority

Torts Committed by Agents

(a) Liability of the Principal

(b) Liability of the Agent

Crimes Committed by Agents

(a) Personal Responsibility of Principal and Agent

(b) Vicarious Responsibility of Principal

 

37. RELATIONSHIP BETWEEN PRINCIPAL AND AGENT

Duty to Perform

Duty of Obedience or Loyalty

Duty of Care and Skill

Duty of Personal Performance

Duty to Act in Good Faith

Duty to Account

 

38. DUTY OF THE PRINCIPAL TO THE AGENT

Duty to Remunerate

Estate Agent’s Commission

Duty to Re-Imbursement and Indemnity

 

39. REMEDIES AVAILABLE TO PARTIES

Remedies Available to the Principal

Remedies Available to the Agent

 

40. TERMINATION OF AGENCY BY ACTS OF THE PARTIES

Agreement between Principal and Agent

Revocation by Principal

Remuneration by Agent

 

41. TERMINATION OF AN AGENCY BY OPERATION OF LAW

By Performance

By Effluxtion of Time

By Frustration

By Death of Principal or Agent

By Insanity of Principal or Agent

By Bankruptcy of Principal or Agent

 

42. INCIDENCE OF TERMINATION OF AGENCY

Doctrine of Irrevocable Authority

Notice of Termination

Effect of Termination

 

PART C: HIRE PURCHASE

 

43. THE HIRE PURCHASE CONTRACT

Evolution of Hire Purchase

Definitions of Hire Purchase

Hire Purchase distinguished from other Legal transaction

Reason for Hire Purchase Contract

Applicable Laws

 

44. THE HIRE PURCHASE AGREEMENT

Offer and Acceptance

Capacity of the Parties

Obligation of the Owner

Obligation of the Hirer

Obligation of the Dealer

 

45. OBLIGATIONS IMPLIED UNDER THE ACT

The Hire Purchase Act

Obligations of the Owner

Exemption Clauses

The Hirer’s Obligation

 

46. RECOVERY UNDER THE HIRE-PURCHASE ACT

Restriction of Recovery by the Owner

Relaxation of Owner’s Restricted Right of Possession

Owner’s Obligation under the New Section 9 (5)

Hirer’s Consent to Repossession

Powers of the Court in Action to Recover Goods

 

47. CONTROLS OF HIRE PURCHASE AGREEMENT 

Adverse Possession and Conversion

Control of Advertisement

Sanctions

 

48. THE MINIMUM PAYMENT CLAUSES UNDER THE ACT 

The Minimum Payment Clauses under the Act

Mode of Assessment of Amount Payable by the Hire

Effect of Minimum Payment Clauses