'' A contract of sale of goods is a contract whereby the seller. ''... it is absurd to permit a seller to contract out of his duty

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1 THE EXCLUSION OF SECTION 12 (1) OF THE SALE OF GOODS ACT SOME years ago the present writer attempted an examination of the validity of arguments put forward by some textbook writers * in support of their contention that, despite the apparent freedom given by the opening words of section 12 of the Sale of Goods Act, 1898, it was not possible to exclude by an appropriate exemption clause the condition as to good right to sell normally implied in a contract of sale by section 12 (1). It will be recalled, that the relevant statutory provisions are in the following terms : " In a contract of sale, unless the circumstances of the contract are such as to show a different intention, there is- (1) An implied condition on the part of the seller that in the case of a sale he has a right to sell the goods, and that in the case of an agreement to sell he will have a right to sell the goods at the time when the property is to pass." It is not now proposed to recapitulate the suggestions made in the previous article in support of the view that it was in fact possible to exclude the term implied by the subsection but rather to note and comment on developments in the argument since the appearance of that article. In both Atiyah on Sale of Goods and the new edition of Cheshire and Fifoot on Contract the contention is forcibly put that any attempt to exclude section 12 (1) would produce a conflict with section 1 (1) of the Act which defines a contract of-sale as follows: '' A contract of sale of goods is a contract whereby the seller transfers, or agrees to transfer, the property in goods to the buyer for a money consideration, called the price." In the light of this provision the learned authors of Cheshire and Pifoot on Contract now say 5 : ''... it is absurd to permit a seller to contract out of his duty to pass ownership to the buyer. Once more he comes into conflict with section 1 of the Act; and from the obligations of this section even a clause as comprehensive as that in L'Estrange v. Graucob cannot absolve him. To suppose 1 I' The Condition as to Title in Sele of Goods " (1957) 20 M.L.R Cheshire and Fifoot, Contract, 4th ed., p Sutton and Shannon, Contract, 6th ed., pp (but see p. 278). 8 p. 42. The author mere1 says that such a transaction does not answer to the definition of e sale. 8e does not discuss the possible legal effects. 4 5th ed., p Ibid. 8 [1934] 2 E.B

2 Nov EXCLUSION OF (1) OF SALE OF GOODS ACT 691 otherwise would be to admit a hopeless incongruity. On the one hand he would be promising to sell the goods and on the other insistmg that he was not passing the property and therefore not making a sale. A number of points of comment seem to arise here. Firstly, repugnancy between the main provisions of a contract and exemption clauses has been used by the courts as a justification for depriving the exemption clauses of legal effect, but the case put by the learned authors does not cover the really crucial point which must be determined in deciding whether or not it is possible to contract out of the obligation implied by section 12 (1). This is not the case of a man saying he is selling and then in the next breath flatly denying that he intends property to pass but the case where the seller says that property may pass but refuses to guarantee that it will. It is submitted that in this second case contradiction or repugnancy will only occur if section 1 (1) requires that the agreement to transfer property should always be absolute or unconditional. If that is not so a seller who enters into a conditional or contingent agreement to transfer property could nonetheless be said to agree to transfer property and thus satisfy the subsection. The suggestion that the subsection is satisfied by a conditional or contingent agreement seems to be borne out by section 1 (2) which says that a contract of sale may be absolute or conditional and section 5 (2) which says: There may be a contract for the sale of goods, the acquisition of which by the seller depends upon a contingency which may or may not happen. Here are two situations contemplated by the Act where there is no absolute promise to pass property and yet in each case the transaction is properly called a sale. Indeed if it were the case that section 1 (1) required an absolute promise to transfer property in all contracts of sale then the condition implied by section 12 (1) would merely be so much repetitive verbiage.s Thus the mere use of words sell or sale do not appear to import an absolute agreement to transfer property. Ordinarily section 12 (1) will operate to give the purchaser the benefit of an absolute promise to transfer property but should the condition normally implied by that subsection be aptly excluded it is suggested that as the law at present stands the seller is entitled to the full benefit of any exemption clause in this regard, at least provided there is no fraud or wilful default on his part. This argument that section 1 (1) is not to be treated as postulating an absolute promise to transfer property as an essential 7 A recent example ir Lanitis v. Kyodo Shoji [l966] 2 +,loyd s Rep See Stoljar (1962) 15 M.L.R. 425 at p. 426, n. 8. If the transfer of property is, by definition, the main purpose of a contract of sale, do,pot the im lied undertakings as to title in section 12 become redundant? This di2culty is removed if the possibility of transfer rather than actual transfer is regarded as of the essence of sale.

3 692 THE MODERN LAW REVIEW VOL. 24 characteristic of a contract of sale has been put in somewhat different terms by Mr. Th~rnely.~ After first asking whether the definition of a contract of sale in section 1 (1) means anything more than that a contract is not one to which the Sale of Goods Act applies unless its object is to transfer the general property in return for a price, thus distinguishing it from contracts having other objects, such as pledge, mortgage, hire, provision of work and so forth, he continues as follows : If the parties fail to achieve that object because the seller proves to have no, or only some limited, interest in the goods, then the buyer will have his remedies for breach of the undertakings as to title implied by section 12-but that does not mean that the contract is not one whereby the seller agrees to transfer the property. If this be correct all difficulty about expressly excluding the condition normally implied by section 12 vanishes and the o ening words of that section can mean what they say. Why s E ould not a contract be a contract of sale within the Act simply because the seller s offer was I will sell you this car which I believe to be mine; but if I should prove to have no title to it, you shall not be entitled to sue me for return of the price or damages? It is suggested that exactly the same result should follow if the agreement was in the form I will sell you this car, no term as to title to be implied ) or all implied conditions and warranties to be excluded or the like. The relevant passage in Atiyah on Sale of Goods lo in which this problem is discussed reads as follows: The opening words of section 12 (1) seem clearly to contemplate the possibility of the parties contracting out of the implied conditions as to title. Thus a person may agree to buy goods from a bona fide possessor expressly subject to all defects in title. But the definition of a contract of sale by section 1 (1) as a contract in which the property is transferred or to be transferred, seems scarcely reconcilable with such a possibility so long as we are compelled to interpret this as meaning the absolute property. In other words if a limited title is sold Rowland v. Diva11 compels us to say that this is not a contract for the sale of goods within the meaning of the Act.ll With respect this seems to miss the point that a contract whereby a seller agrees to transfer property in goods, if the property 8 [1968] C.L.J. at p. 126 (review of Atiyah, Sale of Goods). 10 At p It is admitted that, provided the transaction takes effect according to its terms, the question whether or not it is properly called a sale may be largely a matter of words, eepecially eince the courts have shown themselves to be very ready to imply in contracts analogous to sale, terms as to fitness for purpose, merchantable quality and the like modelled on those implied in contracts of sale by the Act. But there might be cases in the interpretation of statutes and other documents where the correct terminology would be vital.

4 Nov EXCLUSION OF S. 12 (1) OF SALE OF GOODS ACT 693 is his to transfer, may still be an agreement relating to the general property. A seller may agree to transfer the general property if he has it to transfer or agree to transfer the general property but refuse to undertake that it is his to transfer. If it be accepted that section 1 (1) does not require an absolute promise to transfer property, and the other requirements of the subsection are satisfied, there seems to be no reason why agreements of the types outlined should not be regarded as sales of goods. The point seems to be that it is not the property but the agreement to transfer that is qualified. Even if it is not conceded that section 1 (1) is satisfied by a mere contingent or conditional promise to transfer property it is submitted that nevertheless the argument for allowing the exclusion of section 12 (1) still stands. The absolute terms of section 1 (1) would have to be qualified by exceptions in order to allow sections 1 (2) and 5 (2) their proper fields of operation.12 If exceptions are to be allowed for these subsections there seems no good reason why an exception should not be allowed for the opening words of section 12 and if such an exception is allowed the argument from contradiction no longer appears to hold. Another controversial point raised by Messrs. Cheshire and Fifoot appears in the following passage ls :... a person, if he likes, may deliberately take his chance of ownership. If B has an old bureau in his possession, A may agree to pay money for it whoever is its owner. This is certainly a valid contract. But it is not a contract of sale. It does not answer the definition contained in section 1 of the Sale of Goods Act. The parties are agreeing to the transfer, not of property, but of possession only. It is, of course, possible that in a situation such as that envisaged by the learned authors, the parties do intend merely to transfer possession and in such a case the concluding sentence of the quoted passage is unexceptionable. It is submitted, however, that such a transaction is capable of being interpreted as a payment by A for the chance that B is the owner and the parties do intend the property to pass if B is in fact the owner. Then, if it be accepted that a conditional promise to pass property is enough to constitute a sale, such an agreement seems to satisfy the requirements of section I (1). There is an agreement, albeit contingent, to transfer property for a money consideration. The same result follows if one treats the opening words of section 12 as constituting an exception to an otherwise general requirement of an absolute promise. The contract would fall into a class which, by exception to the general rule, is 12 For authorities on the principle that a statutory provision of narrow operation which appears to contradict a wider provision of the same statute should be read as an exception to the wider provision, see Maxwell. Statutes, 10th ed., p. 172; Craies, Statutes, 5th ed., pp ; (1957) 20 h1.l.r. pp Law of Contract, 5th ed., p. 136,

5 694 THE MODERN LAW REVIEW VOL. 24 still properly called a contract of sale in spite of the fact that there is no absolute promise to pass pr0~erty.l~ Another contribution to the controversy surrounding the possible exclusion of section 12 (1) is made by Mr. A. G. Guest in his recent article entitled Fundamental Breach of Contract. l5 He there argues l8 that since in Rowland v. Divall the Court of Appeal held that breach of the condition implied by section 12 (1) amounted to more than mere breach of condition but also to total failure of consideration therefore an exemption clause simply excluding the implied condition would not be effective to protect a seller who failed to give a good title. He would, so Mr. Guest contends, have to go further 6c... and show that the agreement, as a whole, had as its main purpose a quite different type of transaction by which the buyer agreed to purchase merely the chance that the seller might or might not have the property in the goods sold. Unless the seller could do this, he would be liable for his failure to perform the whole object of the agreement. If it be accepted, however, as has been earlier argued, that section 1 (1) of the Act is satisfied by a non-absolute agreement to transfer property and that the conditi6n implied by section 12 (1) is necessary to render absolute what otherwise might be only conditional then Mr. Guest s contentions do not appear to dispose of the matter. In neither Rowland v. Divall nor Butterworth v. Kingsway Motors was there any attempt to exclude section 12 (1) and what was said in those cases about total failure of consideration should be read as limited by this fact. If section 1 (1) does not require an absolute promise then section 12 (1) is the sole source of this element. Then if the condition is aptly excluded, whether by a simple exemption clause or by express reference to the element of chance in the fulfilment of the contract, it seems impossible to argue that the cc whole object still remains an unconditional transfer of property. If one cannot find an absolute promise to transfer 14 Even if neither of the above arguments is accepted, it is submitted that property could still pass, if the parties intended it to do so, in the sort of case put by Cheshire and Fifoot. The mere fact that the contract would not be a contract of sale should not prevent this result. Other transactions which do not answer to the definition of a sale such a$ a contract for work and materials and a gift are effective to paas property. 1s (1961) 77 L.Q.R Zbid., at pp [1993] 9 K.B. 500 followed in Butterworth v. Kingsway Motor8 [1954] 1 W.L.R and Margolin v. Wright Pty. Ltd. [1959] Argus L.R Mr. Guest argues that since 8. pi4 provides that nothing in the Act is to affect a purchaser s right to recover back money paid on a consideration which has failed this means that a mere exemption from (1) is not effective to protect the seller. The contrary argument gken above endeavours to show that s. 19 (1) is essential if actual transfer is to be the whole object and therefore if it is excluded, even by an exemption clause. and b bona fide possibility of obtaining title provided there is then no total failure and s. 54 causes no difficulty. Why cannot failure of consideration and breach of condition be so oxactly coincident that exemption from one carries exemption from the other?

6 Nnv EXCLUSION OF (1) OF SALE OF GOODS ACT 695 property either from the definition of sale or from the condition implied by section 12 (1) how can there be a failure of consideration if property is not transferred? The situation would be on all fours with that before Patteson J. in the pre-act case of Chapman v. Speller l9 where an implied term as to good right to sell was held to be excluded by the fact that the goods purchased had been sold at a sheriff's sale where a term as to title was generally held to be excluded. Patteson J. said: " The true consideration was the assignment of the right, whatever it was, that the defendant had acquired by his purchase at the sheriff's sale; and this consideration has not failed. '' In deciding for the defendant under these circumstances, we wish to guard against being supposed to doubt the right to recover back money paid upon an ordinary purchase of a chattel, where the purchaser does not have that for which he paid." The concluding words of the passage cited from the judgment of Patteson J. seem to underline the point that failure of consideration depends on the terms of the particular contract, from which it would follow that if there is no firm promise to give a good title because section 12 (1) has been excluded, whether by an exemption clause or by a direct reference to chance, then there is no failure of consideration. Mr. Guest also expresses doubt as to whether a sale of a chance of a title can be a sale of goods. It has already been argued that such a contract could still be an agreement to transfer property, subject to a possibility, for a money consideration. It seems appropriate, however, to point out that it is plain from the opening words of section 12 that the legislature contemplated that contracts where section 12 (1) was excluded should still be contracts of sale. The words are: '< In a contract of sale, unless the circumstances of the contract are such as to show a different intention....', It is submitted that it is clear that the opening phrase " in a contract of sale yy refers to and covers not only contracts which include the three terms implied by the section but also contracts " where the circumstances of the contract are such as to show a different intention." As editor of the most recent edition of Anson on Contract 2o Mr. Guest seems to adopt a somewhat different approach. He appears to rely on Rowland v. Diva11 as authority for the proposition that the term as to title is fundamental in character and hence not excludable. Against such a view the following points can be urged. 1s This argument assumes good fsiah on the part of the seller. There may well be failure of the " whole object if the seller, having excluded (l), fails to give a fair chance of title in that he knows that he has none to give. 19 (1830) 14 Q.B st ed., p See also Grunfeld (1961) 24 M.L.R., p. 71.

7 696 "HE MODERN LAW REVIEW VOL 24 First, as has already been pointed out no question of an attempted exclusion of section 12 (1) arose in that case so that at the most it could only be authority of an indirect kind on this point. Secondly, a court of exactly the same composition as that in Rowland v. Diva11 (Scrutton, Bankes and Atkin L.JJ.) had two years earlier in Niblett v. Confectioners Materials 21 expressed the opinion that section 12 (1) could be excluded. Thirdly, even assuming that on common law principles the term as to title should be fundamental in character, the express provision in the opening words of section 12 for its possible exclusion seems to be sufficient to override the ordinary consequences of fundamental character. There seems no good reason why statute cannot be effective to rob the term of its principal distinguishing feature, non-excludability, but leave the transaction of which it forms, or would have formed, a part, legally effective in all other respects and entitled to a place in the same class of contracts, i.e., #ale, in which the transaction would have found a place if no exclusion clause had been included. It is clear that there is a considerable body of pre-act cases allowing the exclusion of a term as to title in sheriff and other forced After the Act there is the decisjon of Ridley J. in Payne v. Elsden 28 and dicta in Niblett v. Confectioners Materials 24 in support of the possibility of exclusion. Though this may seem to be scant authority, it contrasts favourably, it is submitted, with the complete absence of direct judicial support for those who would not permit exclusion. Though English authority is thus exiguous, support for the possibility of excluding the term as to title may be derived from other jurisdictions with legislation similar or even identical in its terms with the Sale of Goods Act, Thus Williston on Sales 25 makes it clear that exclusion is permissible in the United States where the relevant sales legislation does not seem to differ materially from the Sale of Goods Act. Even stronger support comes from South Australia where the Sale of Goods Act, 1895, is identical in its terms with the English Act. The relevant case is Warmings Used Cars v. Tucker,zs the essential facts of which in outline were that Tucker, a secondhand car dealer in a small way of business was offered a Holden car by one Temby. Tucker, being unable to purchase the car himself, went to see the manager of the plaintiffs, a firm of car-dealers in a more considerable way of business 21 [192l] 3 K.B See (1967) 20 M.L.R. at p *a See (1967) 20 M.L.R for mrne references; Hafsbury, Law8 of England, 3rd ed., Vol. 84, p. 47 n. (r). A sheriff no longer requirea the protection of these cases. He can now give a good title despite any defect in that of the judgment debtor: Bankruptcy and Deeds of Arrangement Act, 1913, and Curtie v. Maloney [1961] 1 K.B. 736 and Dyal Singh v. Kenyan Ins. [19M] 1 All E.R (1900) 17 T.L.R [1921] 3 K,B s Rev. ed., 1948 art, sa and 1969 supp., Vol. 1, p [1956] S.A.S.R The writer is grateful to Mr. D. S. Hogarth, Q.C., of Adelaide, for bringing this case to his notice.

8 Nov EXCLUSION OF (1) OF SALE OF GOODS ACT 697 than Tucker himself was. The manager, accompanied by Tucker, went to inspect the car in question and then certain transactions were concluded which Napier C.J. held to amount to a sale of the car by Temby to Tucker and a re-sale by Tucker to Warmings. It later transpired that the car had been stolen and Warmings, having paid off the claim of a customer who had bought the car from them, brought proceedings against Tucker for breach of section 12 (1). Napier C.J. held that the circumstances of the sale from Tucker to Warmings were such as to show that Tucker had no intention of guaranteeing a good title and hence rejected their claim for damages for breach of section 12 (1) and (2). After remarking 21 that, strangely enough, this seemed to be the first case 28 in which a court had been called upon to consider what circumstances could be said to show an intention to exclude section 12 (1) he went on to say that he thought that assistance could be found in the pre-act cases in the light of the draftsman's statement that it was intended to alter the form and not the substance of the The learned Chief Justice then cites a long passage from the judgment of Erle C.J. in Eichholz v. BannisterYso in which passage reference is made to two other well-known pre-act cases on this topic, Norley v. Attenborough 31 and Chapman v. Speller.32 He then passes on to apply the principles to be derived from these authorities to the instant case before him saying : " Returning to the evidence in the present case, it seems to me that the circumstances, in which Tucker ' sold the black Holden ' to the plaintiff bear no resemblance to a sale in the ordinary course of things, as, for instance, where a purchaser goes into a shop and buys an article offered for sale, or goes to a farmer and says-' that is a nice beast, what will yoq take for it? ' 33 or again where the seller brings a car to a dealer and asks him to put a price on it, whether in cash ' or on a trade in.' In any case like that it can be said that the ' seller by the very act.of selling holds out to the buyer that he is the owner of the article he offers for sale.' 34 But the common sense of the business is that in these cases the seller must be supposed to know what the buyer cannot be expected to know, and, where both parties are on an equal footing-having the same knowledge or the same means of knowledge-the fair inference may be that the subject of the contract was what the seller had to sell." At p But see notes 23 and 24, supra. 29 This, of course, is not consistent with the rule8 for construing these commercial codifying statute3 laid down hy Lord Herschel1 in Bank of England v. Vaqliano R70s. [1891] A.C. 107 nnd Farwell L.J. in Bristol Motors v. Fiat rig101 2 K.B (1864) 17 C.B.(N.S.) 708 at (1849) 3 Ex (1850) 14 Q.B Reference to El. v. Sampson (1885) 52 L.T C.B.(N.S.) at p Reference here to Hall v. Conder (1857) 2 C.B.(N.s.) 22 at 42.

9 698 THE MODERN LAW REVIEW \'or. 2.4 Napier C.J. after passing on to a further consideration of the facts before him then stated the following conclusion : " It seems to me that the case is not unlike those in which it has been held that the consideration for the price was the assignment of the right which had been purchased by the seller it seems to me that Tucker was not holding out to the plaintiff that he was the owner of the car. It would be unreasonable ' to impose on him all the perils of the transaction, or to emancipate the plaintiff from all the chances of failure.' " 8' The case raises a further interesting point. Though Napier C.J. regarded Tucker as a seller he also regarded him as in some sense a quasi-agent of Warmings and his profit of 55 on the re-sale to Warmings as in the nature of a commission, the consideration for which was to be the passing of a good title to Warmings. This consideration having failed he held that Warmings could recover the $55. The Chief Justice said "... it seems to me that, in the peculiar circumstances of the case, the consideration should be regarded as severable being paid, partly, to free the car from the lien, and partly for the equity of redemption. [These terms are used in a metaphorical sense to describe the respective ' rights ' of Temby and Tucker]. On that footing, I think that there was a total failure of consideration so far as the 55 was concerned. '' I think that the same result might, perhaps, be reached on the principle of The Moorcock. The transaction was carried through in the form of a sale, but, in effect, Tucker was bargaining for a commission for bringing the business to the plaintiff. The circumstances which lead to the inference of a term in the contract, excluding the warranty of title, would seem to justify the inference of a term excluding the right of the seller to recover his commission or profit on a transaction which turned out to be no more than the semblance of a sale." Several points seem to arise here. Firstly, it seems clear from his earlier citations of Morley v. Attenborough, Chapman v. Speller and Eichholz v. Bannister that Napier C.J. regarded a sale where section 12 (1) was excluded as, in effect, the sale of a chance of title.8e He in no way suggests, however, as Messrs. Cheshire and Fifoot appear to do, that such a sale of a chance of title would at the most be operative to pass possession and not property. There seems to be no suggestion in the above passages that if Temby had in fact a good title to the car, property would not have passed to Tucker and then to Warmings. Secondly, Napier C.J. does speak of the transaction before him as merely being '' the semblance of a 86 Reference here to Chapman v. Speller (1860) 14 Q.B. 821 end Bagueley V. Hawley (1867) L.R. 2 C.P Reference here to The Moorcock (1889) 14 P.D. 64 at p [1956] S.A.S.R. at p JQ See note 13, supra.

10 Nov EXCLUSION OF S. 12 (1) OF SALE OF GOODS ACT 699 sale. This, it is submitted, must be taken as a rather loose equivalent for some such phrase as not a sale in the fullest possible sense. It can hardly be taken as support for the view of those who contend that an agreement excluding section 12 (1) necessarily involves conflict with section (I), for earlier in his,judgment 40 he expressly held that the transaction before him was a sale and that that fact made it necessary to consider section 12 though on the other hand it must be admitted that in so holding he was concerned to determine that an element of barter in the transaction did not prevent it from being classed as sale and not to counter the contradiction argument. Finally, he speaks of inferring an excluding clause )) not of altering the whole nature of the contract into a sale of chance as something distinct from a sale of goods. Admittedly IVarrnings Used Cars v. Tucker like the pre-act English cases raised a question of an exclusion to be implied from the facts of the case but there seems no sound reason for any suggestion that what can be done by implication cannot equally be done by an express exemption clause drafted in suitable terms. To sum it up, it is suggested that the following results seem to flow from the arguments and authorities here examined or advanced. Firstly, that it is possible to exclude section 12 (1) of the Sale of Goods Act in such a way that the resulting transaction may nevertheless be classed as a sale. Though it is admitted that where a seller first gives an absolute promise to give property and then insists that he is not transferring it, there would then be repugnancy between the two terms and the latter may be severed, it is nonetheless submitted that it would be perfectly possible to draft an exclusion clause which would not produce such a result. This would be the case where the seller only undertook to give such title as he might chance to have or where he merely declared that he refrained from guaranteeing that his title was good. Such a transaction might be classed as a sale and hence be governed in s 9 far as was appropriate by the Sale of Goods Act on the basis of any one of three arguments. The first of these is that the refereme to the transfer of property in section 1 (1) only indicated a possible result and not an essential characteristic of the contracts governed by the Act. The second argument is that contracts in which section 12 (1) was appropriately excluded could be regarded as contracts conditional upon the seller having title and hence saved as proper subject-matter for the Act by section 1 (2) and the third contention is that the opening words of section 12 can be regarded as constituting an exception to the generality of section 1 (1). Another submission of a general character is that the opening words of section 12 are a clear bar to the term as to title being treated as fundamental in character even if pre-act authorities did not seem to constitute powerful arguments against its possessing that character even at common law. Finally, it is suggested that S.A.S.R. at p. 254.

11 700 THE MODERN LAW REVIEW VOL.!a the sale of a chance of title is operative to pass property if the seller has in fact got the necessary property. The writer must confess to a great deal of regret at being at variance with so many learned opinions to the contrary effect, the more so as he feels that some measure of restriction on present freedom to contract out of terms implied by the Sale of Goods Act may be desirable.*' However, it is suggested that it is as well to know precisely the limits of present freedom. It would be most unfortunate if some future reformer happened to overlook the opening words of section 12 merely on the grounds that they could never really be operative and later a court felt bound to give effect to some oppressive exemption clause excluding title on the basis of the arguments here advanced in support of the contention that exclusion is at present generally possible. A. H. HUDBON.+ 41 For varying views on the best method of dealing with this problem see Unger (1967) B.L.R. at p. 38 who suggests legislation adapted to the needs of different trades, Ivamy (1956) C.L.P. at p who suggests legislation for sale of goods similar to that in the Hire PurcPtse Act, 1938, and Atiyap: Contract, 932 who sug ests. the setting up of a Standard-form Contracts Court on tge lines of the gestrictive Trade Practices Court. * Lecturer in Common Law, University of Birmingham.