Key Notes

1. Prince Ganaku Key Notes Types of Goods Formation of the Contract of Sale Passing of property Remedies

2. Prince Ganaku Formation of a Contract for the Sale of Goods • Section 1(1) of the Sale of Goods Act defines the sale of goods as a contract whereby the seller agrees to transfer the property in goods to the buyer for a consideration called the price, consisting wholly or partly of money. • The key take away here is that if there is no money anywhere in the contract, it’s not a contract for the sale of goods. The money needn’t form the whole of the consideration, but it must be present. For example, in Aldridge v Johnson, Aldridge wanted to buy barley from Knights at £215. Knights also wanted to buy 32 bullocks from Aldridge at £193. They exchanged their respective goods, and Aldridge paid the difference of £32. The transaction was held to be one of sale • Also important is the fact that an agreement to sale without actually selling is a contract for the sale of goods. In Kwetey v Botchwayand Nanor v Auto Parts, agreements to transfer property in goods, which the sellers did not yet have were held to be contracts for the sale of goods, the breach of which led to liabilities for the defaulting sellers

3. Prince Ganaku Formation of a Contract for the Sale of Goods • Section 6(1) provides that the price in a contract of sale may be fixed by the contract or may be left to be fixed in a manner agreeable to the parties. • In Nanor v Auto Parts, there was no price fixed by the agreement to sell. It was contemplated by the parties that when the vehicle finally arrived from the manufacturers, a price would be fixed. The Court found that parties contemplated that the agreement would include a price. That one was not fixed did not, by itself, void the contract, on account of section 6, which provides that the parties to the contract may leave the price to be fixed in a manner agreeable to them. Further, the deposit paid by Nanor was treated as a part-payment until such time as the full price was communicated to him.

4. Prince Ganaku Formation of a Contract for the Sale of Goods • Nanor v Auto Parts may be contrasted with the British case of May & Butcher v R. In May & Butcher v R, the plaintiffs wanted to buy tents from the UK Disposals board. The agreement provided that the price and the dates on which the payment will be made would be agreed on when the tents became available. May & Butcher proceeded to make a £1000 deposit. Before the price was communicated/agreed, the leadership of the Board changed and they refused to honour the agreement. The issue was whether the terms of the contract were sufficiently defined to constitute a legally binding contract. The Court held that no contract existed since the price was undetermined. Further, an agreement to sell was held to not be a contract.

5. Prince Ganaku Formation of a Contract for the Sale of Goods Section 9 of the UK Sale of Goods Act (being Section 7 of ours) provided that where the parties could not agree on a price, they could invite a third party to fix the price for them. If the third party could also not fix the price, the contract could be avoided. The Court believed that the effect of the parties being unable to fix a price themselves and the third party being unable to fix the price were the same. Thus, if the parties themselves could not fix a price, the contract could be avoided. When the plaintiffs raised the issue of the deposit they had paid, the Court held that the deposit was really to ensure performance of the contract, but as there was no contract, that argument should fail. A price, according to the Court, is a fundamental term. A fundamental term yet to be determined means that there is no contract.

6. Prince Ganaku Formation of a Contract for the Sale of Goods • May & Butcher suffers from patent inconsistencies. • First, the relevant statutory sections in the British Sale of Goods Act mirror those in the Ghanaian Sale of Goods Act. • Section 6(1) states that the price in a contract of sale may be left to fixed in a manner agreed by the parties. Section 6(2) provides that where the price is NOT determined according the provisions in subsection 1, then the buyer must pay a reasonable price. • What is a reasonable price is a question of fact dependent on the circumstances . Sealy & Hooley construe the provisions of Section 6(2) to mean that the Court has the power to fix the reasonable price, where the parties have agreed on all the relevant terms except the price.

7. Prince Ganaku Formation of a Contract for the Sale of Goods • Secondly, an agreement to agree or an agreement to sell is still a binding on contract per the definition provided in Section 1(1) of the Act, evidenced by the holding in Kwetey v Botchway. • In Hillas & Co v Arcos, the plaintiffs reached an agreement to purchase 22000 standards of timber under the specific condition that they should have the option of entering into another agreement with Arcos, the following year, where they would get a 5% discount. Arcos refused to sell them the timber the following year, because the terms of the contract were not fully spelt out. • The Court held that there was a binding agreement to sell.

8. Prince Ganaku Goods • Section 81 defines goods as moveable property of every description, including growing crops or plants, and other things attached to, and forming part of the land which are agreed to be severed before the sale. • In Saunders v Pilcher, the parties purported to make the conveyance of the land and the sale of the cherries on the land two separate transactions. The Court held that the transaction contemplated was only one – a conveyance of land. • Would this holding have been likely under our Sale of Goods Act? If the cherries were to be severed from the land in the separate transaction, it’s likely, at least on a conceptual level, that the Courts in Ghana would have held differently.

9. Prince Ganaku Goods • Act 137 contemplates three types of goods; • Specific Goods • Unascertained Goods • Ascertained Goods • Section 5(1) provides that the goods which form the subject matter of a contract of sale may be either • specific goods, being goods that are identified and agreed upon before, or at the time when the contract was made, or • Unascertained goods, being goods not identified and agreed upon at the time the contract was made.

10. Prince Ganaku Goods • Section 81 contemplates another type of good, ascertained goods, which are goods identified and agreed on after a contract of sale is made. • An example of a specific good can be seen in Kwetey v Botchway, where there was a specific boat, identified by its registration number, being sold. No other boat in the world could have had that particular registration number. • In Nanor v Auto Parts however, the plaintiff only wanted a 23-Seater Nissan Homer bus. He hadn’t pointed a specific Nissan Homer bus sitting in any garage or any car lot.

11. Prince Ganaku Goods • The holding of the Court in Nanor v Auto Parts may give a clue as to the difference between specific and unascertained goods. The Court held that the Nissan Homer Bus that was ordered was unascertained because it “was of an ordinary description and wasn’t peculiar or of such rare or unique quality that similar goods are unobtainable”. • Sealy & Hooley also give the difference between specific and unascertained goods as • Specific good – That grey horse in my stable • Unascertained – A new white VW Golf GTI car • The difference is that the latter can be gotten at any shop, but the former can only be found in one place. It is not just any grey horse, it is specifically the one in my stable

12. Prince Ganaku Goods • There are three types of unascertained goods; • Generic Goods, sold by sample or description e.g. 3 sacks of old wheat for for racehorses, or a brand new Range Rover • Section 8(2) provides for a sale by sample and states that the fundamental obligation of the seller is to deliver goods substantially corresponding to the sample by which they are sold. In Sackey v Fattal, the subject matter of the contract was sold by sample. The seller did not discharge this fundamental obligation • Goods not yet in existence, to be grown, manufactured or acquired • Section 5(2) provides that there may be a sale of future goods (i.e. goods to be manufactured or grown or acquired by the seller after the making of the contract. In the case of Nanor v Auto Parts, for instance, the defendants did not have the bus, but were expected to acquire it at some date in the future. More controversially, Section 5(3) provides that the seller may enter into a contract for the sale of goods that he does not presently have, and will only acquire, if some contingency happens.

13. Prince Ganaku Goods • Goods that are as yet unidentified, forming a part of a specific bulk. • In Aldridge v Johnson, Aldridge and Knights entered into an agreement to exchange Aldridge’s bullocks (plus cash) for a quantity of barley lying in Knights’ granary that would be measured out of the whole. Aldridge sent Knights 200 sacks in which the barley should poured into. 155 of the sacks had been filled when Knights ordered that they should be emptied back into the heap. Later, Aldridge learned that Knights was about to be declared bankrupt and sued for the 200 sacks of barley. The Court held that the barley was unascertained, until they ascertained them by pouring them into the 155 sacks. Thus, only the 155 ascertained sacks became the property of Aldridge, the rest remained unascertained.

14. Prince Ganaku Transfer in Property • Section 8 covers the fundamental duties of the seller. It provides that the fundamental duty of the seller in a sale of specific goods is to deliver those goods to the buyer. • In a sale of unascertained goods, the seller is meant to deliver goods substantially corresponding to the description by which they were sold. Consequently, any provision in a contract of sale which is inconsistent with, or repugnant to, the fundamental obligation is void to the extent of the inconsistency. • According to Section 25, where there is a contract for the sale of unascertained goods, no property in the goods is transferred to the buyer, unless and until the goods are ascertained.

15. Prince Ganaku Transfer in Property • In Kursell v Timber Operators, the contract of sale was for all merchantable timber growing on a certain date, in a forest in Latvia. The contract provided that the buyers had 15 years to cut the timber. If the trees were ascertained, then title would have passed. If not, then title would not have passed and the contract would be frustrated. The Court held that the trees were unascertained, and consequently, the contract was frustrated. • Under Section 26, property in the goods passes when the parties intend it to pass, unless the goods are unascertained, then they can only pass when the parties intend it to pass AFTER the goods are ascertained.

16. Prince Ganaku Transfer in Property • Subsection 2 provides that unless the parties show a different intention, property in goods passes when they are delivered to the buyer. • In Wilson v Osei, when Wilson laid claim to a car that Osei had already delivered to one A, the court applied subsection 2. • According to Section 18(1), delivery may be Constructive, Actual or Symbolic • Actual Delivery: Where the seller transfers physical control of the goods to the buyer • Symbolic Delivery: Where the seller transfers the means of obtaining the goods to the buyer • Constructive Delivery: Where the seller transfers the documents of title to the goods to the buyer.

17. Prince Ganaku Transfer in Property • Section 15 provides that unless otherwise agreed, the seller is required to be ready and willing to deliver the goods in exchange for the price. However, if the seller purports to deliver at an unreasonable hour, it may be held to be ineffectual. • What happens if the buyer is buying something valuable at an unreasonable hour. Should the seller withhold the goods? • Section 16 provides that if a time of delivery is not fixed, the seller is obliged to deliver within a reasonable hour. Whatever time the seller fixes for delivery, or whatever time both parties agree that a delivery will be done, is a condition of the contract, according to Subsection 2.

18. Prince Ganaku Transfer in Property • Subsection 3 clearly challenges the holding in Mok Beer Bar v Gada. It provides that the parties to a contract may, whether with or without consideration, agree that delivery shall be made at a date other than what the contract provided for. The seller would then be bound to deliver at that date or time, unless the parties agree to a further change • According to subsection 4, if the buyer agrees to accept delivery at a later date, but does not insist on a specific date, the seller must deliver within a reasonable time. Even then, the buyer may, on reasonable notice, notify the seller of the latest date on which delivery will be accepted.

19. Prince Ganaku Transfer in Property • Finally, according to subsection 5, if the buyer contracts to use his best efforts to deliver on or not later than a certain date, unless a contrary intention appears, he may deliver the goods within a reasonable time after that date, provided he is shown to have used his best efforts. • The statutorily designated place of delivery, in the absence of a contrary intention, is the seller’s place of business, if he has one. If he doesn’t, then the place of delivery is the seller’s house, according to Section 19.

20. Prince Ganaku Transfer in Property • Section 26(3) states that if goods are delivered to a buyer to inspect and accept or reject, in the absence of any contrary intention, property in the goods passes to the buyer when the buyer signifies his approval or acceptance to the seller, or does any other act adopting the transaction. • It continues further to say that if the buyer does not signify his acceptance or rejection to the seller, and keeps the goods past the deadline given for acceptance or rejection, then property in the goods passes on expiration of the deadline. If there was no deadline set, then the buyer may not retain the goods for an unreasonable time, lest property pass to him.

21. Prince Ganaku Transfer in Property • Section 27 states that risk in the goods passes to the buyer, when the parties intend it to pass. • Generally, the goods are at the seller’s risk until property in them passes to the buyer, at which point, risk is transferred to the buyer. This basically means that unless a contrary intention is apparent, if the parties intend risk to pass, they must transfer property. • Subsection 3 was wrongly considered in Mok Beer Bar v Gada, but rightly considered in Birch v Asempa.

22. Prince Ganaku Transfer in Property & Risk • It states that if delivery of the goods is delayed through the fault of the buyer or the seller, the goods are at the risk of the party in fault as regards loss, damage or deterioration which might not have occurred but for the delay. • Section 10 provides that there is an implied warranty on the part of the seller that he has a right to sell the goods at the time when property is to pass. If the goods are sold by the seller in the ordinary course of his business, this implied warranty continues to exist even if there is an agreement with the buyer to extinguish this implied warranty.

23. Prince Ganaku Transfer in Property & Risk • Section 28 begins with the general principle that where a person; • who is not the owner of goods • who does not have the authority or consent ….sells them, the buyer acquires no better title than the seller had. This is an expression of the NemoDat principle • Sections 28(2) to 32 provide the exceptions to this general principle. They are; Estoppel, Powers of Sale, Sale under a Voidable Title, Disposition by a Mercantile Agent, Disposition by a Seller in Possession, Disposition by a Buyer in Possession.

24. Prince Ganaku Transfer in Property & Risk • The first exception to the NemoDat principle is stated in Section 28(2) as the Doctrine of Estoppel. • Generally, there two broad ways an owner may be estopped from denying that title has passed to the third party. • Where the owner has made a representation to the third party or to the world at large that the seller is his agent. • Where the owner has made a representation to the third party or to the world at large that the seller is the owner of the goods • Negligence, propounded in Lickbarrow v Mason, that wherever one of two innocent parties must suffer by the acts of a third, he who has enabled the person to occasion the loss must sustain it.

25. Prince Ganaku Transfer in Property & Risk • The doctrine of Estoppel as an exception to NemoDat is summed up thus • The owner of goods will lose his title to a third party, if he has in some way represented the truth of a fact or state of affairs which has led the buyer to believe that the seller is the owner of the goods or is authorised to deal with them on the owner’s behalf and the buyer has relied on that representation. • The cases on the subject have been very veryvery sketchy, and some of them will be considered in the ensuing slides.

26. Prince Ganaku Jerome v Bentley • Jerome entrusted Tatham with a diamond ring on terms that if he could sell it for more than £550, he could keep any surplus for himself, and that if he had not sold it within 7 days, he was to return it. 12 days later, Tatham sold the ring for £175 to Bentley who bought it in good faith, thinking that he was the owner. Bentley resold the ring and Jerome sued them in conversion, on the ground that Tatham had no authority to sell the ring. The Court held that Tatham belonged to no well known class of agent. He was simply an individual to whom a ring had been entrusted for sale. After the 7 days had passed, his sole duty was to hand the ring back. He had no authorization to deal with it in any other way except for the purpose of its safe custody; bailee.

27. Prince Ganaku Jerome v Bentley There was no representation made to the third party that he was an agent. In fact, when he was selling the ring, he signed a form declaring that the ring was his. Thus, he was simply a thief. It was argued that Jerome gave Tatham express authority to sell, and put a limitation of 7 days on his authority, such limitation should have been communicated to the third party. To this, the Court responded that it was impractical as Jerome could not have known who in the general population Tatham would have sold it to for the purposes of communication. (NB: Uuuh, that was the risk of appointing an agent in the first place, and he should have gone for his thing plis)

28. Prince Ganaku Jerome v Bentley Finally, the Court considered Ashhurst J’s dictum in Lickbarrow v Mason where it was said that “wherever one of two persons must suffer by the acts of a third person, it is he who has enabled the third party to occasion the loss that must sustain the loss” The Court concluded that the word enabled should not be construed too broadly. For example, leaving one’s door open for another person to come and steal something and resell it to a third party would be tantamount to enabling. Enabled, as used in the context of Lickbarrow v Mason, would have to be narrowed to the doing of something by one of the innocent parties which, in fact, misled the other.

29. Prince Ganaku Jerome v Bentley The principle to be deduced from this case is that where express authority lapses and possession of a good still remains with the erstwhile agent, he does not have good title to pass. It is akin to lending a chattel to someone who sells it. If the act of lending did not constitute a representation, a bailment should not constitute one either.

30. Prince Ganaku Commonwealth Trust v Akotey Akotey sent 1050 bags of cocoa by rail to Laing and added consignment notes. He had previously sold cocoa to Laing, but on this occasion, no contract was concluded because Laing’s offer of £2.50 was rejected as too low. Nevertheless, Laing had possession of the goods and the consignment notes. He sold the goods to Commonwealth Trust, and handed over the consignment notes. The Court held that Akotey was estopped by his conduct from setting up his title. Insofar as the goods were not delivered by the fraudulent act of Akotey’s agent, and they were, in fact, delivered to Laing by Akotey himself, he must be held to have enabled the loss of his title

31. Prince Ganaku Commonwealth Trust v Akotey Further, the Court said it would be repugnant to the general principles of mercantile practice and law, if it allowed a purchase made by a third party in good faith, and for full value, to be upset by the owner, when the owner of his own goods had permitted the goods to go into the possession of another, with all the insignia of possession and apparent title. (NB: I like this case. This seems fair)

32. Prince Ganaku Eastern Distributors v Goldring Murphy was the owner of a Bedford van which he used in his business. He wanted to buy a Chrysler from Coker, but he did not have the money to pay for it, either under a contract of sale or under a hire-purchase agreement. Coker suggested that Murphy sell his Bedford van to a hire purchase company, take the money and use that to pay for the Chrysler vehicle, and then take back his Bedford van from the hire purchase company on a hire purchase contract, which would allow him to pay for it in instalments. This is where it gets confusing. Although Murphy could have just dealt directly with the hire purchase company, Coker suggested a different alternative

33. Prince Ganaku Eastern Distributors v Goldring They would represent to the hire purchase company that Coker owned both vehicles, and Murphy had paid a deposit on both. The hire purchase company would then pay the balance on both vehicles to Murphy which would represent the amount Coker was selling the Chrysler at. Murphy would then pay back the hire purchase company in instalments and still have use of both cars. The agreement for the Chrysler failed, but the one for the Bedford went through, pushed through by Coker who had no express authority to do so. This meant the hire purchase company now effectively owned the Bedford, but not the Chrysler.

34. Prince Ganaku Eastern Distributors v Goldring The hire-purchase company paid Coker £180 for the Bedford van. He then let Murphy have the Chrysler for a while, but took his thing back and told Murphy that the entire transaction had been cancelled. Murphy believing that the entire transaction had been cancelled also did not make any further payments under the hire purchase agreement. Murphy then sold his entire business, including the Bedford van, to Goldring. Eventually, the hire-purchase company attempted to repossess the vehicle, because, of course, Murphy had not honoured the payments

35. Prince Ganaku Eastern Distributors v Goldring The Court held that Coker represented that the car was his, and Murphy knew and acquiesced in that representation. Murphy was that estopped from refuting Coker’s title. They contrasted this case with Debs v Sibec where armed robbers stole a car and forced the owner to sign documents that showed that the car had been paid for in cash. The car was then sold to a third party who bought it on the power of that document. The Court held that the thief did not have title, and estoppel could only apply where a representation was voluntarily made

36. Prince Ganaku Eastern Distributors v Goldring The Court held that Coker represented that the car was his, and Murphy knew and acquiesced in that representation. Murphy was that estopped from refuting Coker’s title. They contrasted this case with Debs v Sibec where armed robbers stole a car and forced the owner to sign documents that showed that the car had been paid for in cash. The car was then sold to a third party who bought it on the power of that document. The Court held that the thief did not have title, and estoppel could only apply where a representation was voluntarily made

37. Prince Ganaku Henderson v Williams Grey had kept 150 bags of sugar at Williams’ warehouse. A man named Fletcher was able to fraudulently induce Grey to order that Williams transfer the bags of sugar to him [Fletcher]. Fletcher then sold the sugar to Henderson. Grey afterwards discovered the fraud and told Williams not to release the goods, by which time it was too late. The Court held that Williams was estopped from denying the title of Henderson.

38. Prince Ganaku Farquharson Bros v King Farquharson Bros employed confidential clerk called Capon. They were timber merchants whose goods were warehoused in Surrey Commercial Docks. Capon’s work included signing delivery orders addressed to the dock company, who would then release the requisite amount of wood to the customer. In 1896, Capon began a series of frauds. Using the name of Brown, and purporting to work from an address in Battersea, on behalf of a well known timber merchant named Bayley, he entered into an agreement with King to deliver wood to them.

39. Prince Ganaku Farquharson Bros v King He then issued delivery orders as himself to the Dock Company, instructing them to deliver wood to whoever Brown wanted it delivered to. As Brown, he ordered that the wood be delivered to King. When the frauds were discovered, Farquharson sued. The Court held that Farquharson Bros had not done anything that would estop them from laying claim to the timber. The mere fact that King bought the wood in good faith does not give them title. The only way estoppel would be operative is if the plaintiffs did something that represented to the defendants that Capon had authority to sell.

40. Prince Ganaku Farquharson Bros v King In this case, Capon sold the wood to them under the name of Brown, representing himself to be an agent of some persons named Bayley who were well known timber merchants. The defendants bought on the faith of what he pretended to be. The defendants did not rely on the apparent authority of Capon to sell, nor did they even intend to deal with Capon. Neither did Farquharson vest Capon with any actual or apparent authority to sell. It is true that by employing Capon and trusting him, as they did, the plaintiffs enabled him to transfer the timber to anyone. In other words, the plaintiffs enabled him to cheat both themselves and others.

41. Prince Ganaku Farquharson Bros v King The Court held that the word enabled must not be construed too broadly. Otherwise, anybody who employed a servant is enabling them to steal everything within reach. Simply put, Capon stole the goods and sold it. The defendants title is not improved simply because the theft was occasioned by an ingenious fraud.

42. Prince Ganaku Central Newbury Car Auctions v Unity Finance Central Newbury bought a car and put it in their showroom. The registration certificate bore the name of the previous owner, Ashley. A distinguished looking man named Cullis agreed to take the car on hire purchase. Central Newbury allowed him to take the car and the registration certificate. Days later, Cullis called Mercury Motors, pretending to be Ashley, and sold the car to them, signing the transfer of ownership form in the name of Ashley. Mercury Motors later sold the car to Unity finance.

43. Prince Ganaku Central Newbury Car Auctions v Unity Finance The Court went on a long winding journey to understand the conceptual validity of estoppel by negligence. In this case, it was suggested that a person cannot purport to sell a car, only on the basis of his possession of it. Neither can a person purport to sell a car only on the basis of his possession of the registration certificate. A person can sell a car by possession of the car AND the registration certificate. Thus if it can be said that Central Newbury, in parting with both the car AND the registration certificate, vested Cullis with apparent authority to sell, then they are estopped by their negligence in doing so.

44. Prince Ganaku Central Newbury Car Auctions v Unity Finance Negligence, in this context, would imply a duty to take care and be circumspect with respect to one’s own property. But a duty must be owed to someone, and so to whom was this duty owed? Since, it covers every potential customer, it must be said that the duty was owed to the entire world. It was established that Mercury bought the car from Cullis, because he had both the car and the registration certificate, a situation enabled by Central Newbury. Thus, they should be estopped from denying Mercury’s title, right? LOL….wrong.

45. Prince Ganaku Central Newbury Car Auctions v Unity Finance The Court did a 360 and said that to hold that Newbury was estopped because they transferred the registration certificate into his possession was to accord the registration certificate importance it did not have. Further, it cannot be that ownership is lost on the basis of enduring punishment for carelessness. The improvident householder who has left a window open at night, which gives easy access to a thief is not in a worse position in asserting ownership of stolen articles than the cautious householder who checked the secure closing of the house, and still got stolen from.

46. Prince Ganaku Mercantile Credit Co. v Hamblin The Court found that in order to establish estoppel by negligence, one would have to show that; • There was a duty owed to that person, by the negligent party, to be careful • In breach of that duty, that person was negligent • That negligence was the real and proximate cause of the inducement that occasioned the loss.

47. Prince Ganaku Mercantile Credit Co. v Hamblin The Court found that in order to establish estoppel by negligence, one would have to show that; • There was a duty owed to that person, by the negligent party, to be careful • In breach of that duty, that person was negligent • That negligence was the real and proximate cause of the inducement that occasioned the loss.

48. Prince Ganaku Transfer in Property & Risk • The second exception to the NemoDat principle is stated in Section 28(2) as the Transfer under Powers of Sale • Statutory powers of sale may include the right of an unpaid seller of goods to sell the goods under section 35(a)(iii) and Section 45. • Section 35(a)(iii) states that subject to the Act, an unpaid seller of goods has, by implication of law, the right to resell the goods, whether or not the property in the goods has passed to the buyer. • Section 45 also provides that the right of resale stated in Section 35(a)(iii) may be exercised where the goods are of a perishable nature , and the buyer does not within a reasonable time, tender the price; where the buyer has repudiated the contract and the seller accepts such repudiation and; where the seller notifies the buyer of his intention to resell, and the buyer doesn’t pay within a reasonable time

49. Prince Ganaku Transfer in Property & Risk • Pledges are also a sort of bailment created by a contract. These are the characteristics of a pledge; • Possession of the property pledged must be delivered actually or constructively to the pledgee • The pledgor has a right of redemption of his property on discharge of a debt or whatever obligation on which the property is secured • The pledgee is given a special property In the subject matter, including a power of sale at common law.

50. Prince Ganaku Transfer in Property & Risk In Re Hardwick ex parte Hubbard, it was stated that a special property in goods passes to the pledgee, in order that he may be able to – if his right to sell arises – sell them. In all such cases, there is, at common law, an authority given to the pledgee to sell the goods, on the default of the pledgor to repay the money, either at the time originally appointed, or after notice by the pledgee.