The law governing sale of Goods in Nigeria is the Sale of Goods Act, 1893 (a statute of General application in force in Nigeria). The rules of Common Law, including the Law Merchant which is not inconsistent with the express provisions of the Sale of Goods Act, 1893 are also applicable.

Originally, the Sale of Goods Act 1893 had force throughout Nigeria. Today, the rest of the federation still apply the Sale of Goods Act 1893, except in Western States and the then Bendel State now Edo State, where the Sale of Goods Act 1893 is replaced by the Sale of Goods Law, 1959. In other words, the operation of the 1893 Act is confined only to Lagos State and those States created from Northern Nigeria. The Western region of Nigeria repealed the Act and replaced it with the Sale of Goods Law 1959. In spite the change, the Sale of Goods Law 1959 is still a carbon copy of the Sale of Goods Act, 1893.

The study of sale of goods is only a specialised one in the sense that it is a contract involving sale of goods; otherwise it is essentially a part of the general law of contract. The Act has not therefore; done away with the general rules relating to contract; hence, offer and acceptance, consideration and other elements of a valid contract must be present in a contract of Sale of Goods.

C.I.F. Contract is the acronym which means Cost, Insurance and Freight. It is a type of a contract which is more widely and more frequently in use than any other contract used for the purpose of seaborne commerce.

According to Lord Porter in the case of Comptoir d Achat v Luis de Ridder it is the type of contract where the seller is under obligations to ship at the port of shipment, goods of the description enclosed in the contract, to secure contract of carriage by sea, to make out invoice which will charge the buyer with the agreed price of the actual cost, commission charges, freight and insurance premium and to tender bill of lading to the buyer covering   the goods contracted to be sold.

Against tender of the aforesaid documents the purchaser must pay the price, receive the goods at the port of destination, procure import or permit license and in such a case  a property may pass either on shipment or on tender of documents. The risk generally passes on shipment and title over the goods does not pass until documents which represent the goods are handed over to the buyer in exchange of price. In C.I.F. contract, the focus is not the sale of the goods themselves, but the sale of documents relating to the goods. This is to the effect that, possession of document is as good as possession of goods in transit.

F.O.B. contract on the other hand is a trade term which stands for Free On Board. This type of contract was well elaborated in the case of Wimble Sons & Co. Ltd v Rosenberg & Sons. In this landmark case, it was declared that, F.O.B. is the contract under which the buyer nominates the seaworthy ship, the seller is obliged to put the goods free on board at his own expense  under  the  account of the buyer.

Furthermore, the seller is under obligation to pay cost and bare responsibility of putting the goods free on board until the goods passes the ship rail. It is at the ships rail where division of liability in F.O.B. contract occurs, this is in the sense that, the risks over the goods passes from the seller to the buyer when the goods passes over the ships rail.

However, the passing of property in goods has different legal procedure in terms of unascertained and ascertained goods. In F.O.B contract, unascertained goods those shipped in bulk to be distributed to different buyers at the port of destination, the property in such arrangement does not pass to the assigned buyers until the bulk of goods are apportioned to them at the port of destination.

The property will be said to have been passed, when every concerned buyer has acquired his or her portion of the imported goods at the port of destination. In case of ascertained goods, property passes when they are shipped unless the passing of title is postponed by express or implied contract terms.

The shipping documents in C.I.F contracts are basically three unless otherwise agreed by parties other documents can be attached together with the following:

1. Bill of Lading.
2. Marine Insurance.
3. Policy and Invoice.

Bill of Lading

This valued document in international trade is used in both C.I.F. and F.O.B. contracts. The authoritative definition of bill of lading was uttered in the case of Lickbarrow v Mason (1974). In this case, it was stated that, a bill of lading is the formal receipt by ship owner that good have been received for shipment in the stated condition and quality, is the memorandum which evidence and repeats in detail the contract of carriage by sea and lastly it is a document of title to the goods which enable the consignee to dispose the goods by endorsement or delivery.

Marine Insurance Policy

This document provide constant cover from the port of shipment to the port of discharge in the manner that whatever peril happen in the goods during transit the buyer will have a cause of action on the bill lading against the carrier or against the underwriters on the insurance policy. Marine insurance is used mutually under C.I.F. and F.O.B. contracts particularly in F.O.B. Contract with additional services.

A contract of marine insurance is an agreement of the parties or custom of trade extended so as to protect the assured against losses on inland waters or land which are incidental to the sea voyage.

The terms of the international contract of sale provides as to who bares the costs for the marine insurance in international export and imports of goods. For example, where parties engages C.I.F contract, it is the duty of the seller to undertake marine insurance policy and settle all the demanding costs. On the other hand, in F.O.B contract as the name suggests, the question of insurance is not that contemplated.

Thus, where parties engages F.O.B terms it is the principle duty of the buyer to undertake marine insurance unless it is F.O.B with additional services where the seller may undertake such insurance policy upon the request of the buyer and in account of the buyer.

The Invoice

This is another vital document preferred in both F.O.B. and C.I.F. contracts. Invoice normally debits the buyer with the agreed price or the actual cost, commission charges, freight and insurance premium. The invoice must be fulfilled in strict agreement with terms of contract to avoid difficulties in payments particularly when documentary credits are involved.

Section 8 of the Sale of Goods Act defines what constitutes price in a contract of sale otherwise known as the basis for price determination. Thus, the provision of section 8(1) provides that the price in a contract of sale maybe fixed by the contract, or may be left to be fixed in a manner agreed or may be determined by the course of dealing between the parties. Section 8(2) provides that where the price is not determined in accordance with the foregoing provisions, the buyer must pay a reasonable price. What is a reasonable price is a question of fact dependent on the circumstances of each case. Arising from the foregoing provision of section 8 of the Sale of Goods Act, it can be deduced that the price must be monetary which;

        i.     May be fixed by the parties, or;

      ii.      May be left to be fixed in a manner provided by the contract for instance by valuation or arbitration.

    iii.   May be determined by the course of dealings between the parties the parties such as through previous transactions between them or any relevant custom of trade or profession. However, if the price is not so fixed or determined, there is a presumption that the buy will pay a reasonable price.

Nemo dat quod non habet is a general rule that a person who buys goods from someone other than the owner of the goods will not obtain good title to the goods and it makes no difference if he acted in good faith. If a seller of goods has no property in the goods and does not sell on the authority or consent of the owner, then he cannot transfer a good title to a buyer. This general rule is expressed in the Latin maxim “Nemo dat non quod habet.” The principle literally means no one can give what he does not have. In other words, a person cannot afford what he does not have – a person cannot transfer what he does not possess. Section 21(1) provides that where goods are sold by a person who does is not the owner and who does not sell them under the authority or consent of the owner, the buyer acquires no better title to the goods than the seller had unless the owner of the goods is by his conduct precluded from denying the seller’s authority to sell. To this effect, a seller in commercial transactions cannot transfer a valid title to a buyer when he has not title to the subject matter of dispute.

   Under the exceptions to the general rule of Nemo dat quod non habet, as provided in the  circumstances infra, a non owner who would otherwise not be entitled to pass good title would by deemed by law to have passed a good title.  Thus the following are the exceptions to the rule:

       Sale under Agency: A sale by an agent without actual authority will give the purchaser a good title if the sale is within the agent’s apparent authority. This exception is a creation of section 21(1) of the Act which provides that if a person is not the owner of goods and sells goods under the authority or with the consent of the owner, the buyer acquires a good title. In other words, the principle of agency may permit a seller who is not the owner to transfer title to the buyer. This means that the person selling and the owner have created an agency relation.

       Estoppel: Estoppel is an exception created by section 21(1) of the Act which provides that unless the owner of the goods is by his conduct precluded from denying the seller’s authority to sell. Thus, where the owner of goods represents that another is his agent, although no such authority exist in fact, in this situation the transfer of such property in good is valid and the owner would be stopped from denying the fact. In Henderson & co v Williams Ltd, it was held that both Y and Z were stopped from denying X’s authority to sell the sugar, the farner (Y) because he has represented that X was the owner by ordering Z to transfer the goods into his name in their books and the later Z because he had attained to R, that is, represented to him that he held the goods to his order. To this end, it should be noted that estoppels could either be estoppels by representation or estoppels by negligence. Estoppels by representation are divided into: estoppels by word and estoppels by conduct.

       Sale in Market Overt: A market overt is am open and legally constituted market where people usually gather to carryout transactions involving buying and selling of goods. Only markets are legally constituted by law; they are those recognised as market. In other words for a place to be recognised as market, it must be constituted and recognised by law. For example, Market overt may include Keffi market, Massaka market, Nasarawa market etc are all examples of market overt under the control of the local government council .Apart from statute, and market overt could also be a creation of custom. An unauthorised market does not qualify as market overt.

       Section 22(1) of the Act provides that where goods are sold in a market overt, according to the usage of the market, the buyer acquires a good title provided he buys in good faith and without notice of defect or want of title on the part of the seller. Also, to constitute a sale in market overt, it must be shown that the sale took place within the premises of the market during the usual period of business, provided it is sale of goods usually sold or bought in the market. The usual period of the market is from sun rise to sun set. In Reid v Metropolitan Police Commissioner, the sale of stolen goods took place in a market overt. The Court of Appeal quashed the decision of the lower court to hold in favour of the defendant buyer, because the goods should have been sold at day time when all who passed could see the goods.

       Sale by a person having voidable title: Where a contract is said to be concluded on mistake, misrepresentation etc particularly where in such a transaction the buyer fails to avoid the contract either by express words or conduct and subsequently the subject matter is transferred to another buyer (third party) who purchases in good faith, in this regards the transfer of the property to the buyer is valid. In other words, a person who buys goods under a voidable contract acquires a voidable title and if he resells the goods before the contract is avoided, the subsequent buyer acquires a valid title which is not affected by the subsequent rescission of the contract. The above principle is affirmed by section 23 of the Act which provides that where a seller of goods has a voidable title but his title has not been avoided at the time of sale, the buyer acquires a good title provided he buys the goods in good faith and without notice of the seller’s defect in title. In Lewis v Averay, a rogue, impersonating a famous actor got the seller to deliver a car to him by issuing a fake cheque. Before the cheque was returned unpaid by the bank, the rogue had sold the car to a buyer who has no notice of the fraud. It was held that the latter purchaser got a good title by virtue of section 23. However, it should be noted that the contract was concluded on mistake, misrepresentation or other fraud and the buyer is aware of it but still go ahead to purchase the goods, the contract would be invalid.

       Sale by Seller in Possession: the transaction is effected where a person who has sold goods retains possession of the said goods and subsequently resells them to another person i.e. a third party. Thus, provided that the third party bought goods in good faith and had no notice of the previous sale, the transfer of property in the goods in this instance is valid. This principle is governed by section 25(1) of the Sale of Goods Act as well as section 8 of the Factors Act.

       Sale by a buyer in possession: This principle provides that where there is a contract of sale of goods as between a buyer and the seller for which the goods are left in possession of the buyer who although, has not acquired the title of the goods provided that the property in the goods is yet to be transferred to the buyer. Thus, if the buyer subsequently sells the goods in his possession to a third party who received the goods in good faith without notice of the original seller’s right, the transfer of property in the goods becomes valid. This principle is guided by section 25(2) of the Sale of Goods Act and section 9 of the Factors Act. Hypothetically, if A agrees to sell to B and B is given possession of the goods although property in the goods has not pass to B when sale is executed and delivered in C by B who takes the goods in good faith the transfer of property to C becomes valid.

       Sale by a mercantile agent: This except provides that where with the authority and consent of the owner subsequently acquires possession of the goods – any sale executed on such goods by the agent to a buyer will be valid. However, whether or not sale is authorised by the owner is immaterial provided the owner of the goods employs the seller as his agent to the goods under possession. This exception is governed by section 1(1) and section 2 of the Factors Act 1889 which deals with the powers of a mercantile agent.

       Sale under common law:  Section 21(2) of the Sale of Goods Act provides that nothing in this Act shall affect the validity of any contract of sale under the order of court of competent jurisdiction. Thus, at common law, sale can be effected without the consent of the owner and the buyer will acquire good title where for instance a pledge of goods sells or where a person sells as agent of necessity.

       Sale under statutory power: Statutory power of sale is provided for by various statutes which include the following:

•           Under section 48(3) of the Sale of Goods, an unpaid seller of goods has power to resell goods of a perishable nature.

•           Under section 226(2)a of the Companies Act, 1968, a liquidator of a company has power to sell the company’s property.

•           Also under section 57 of the bankruptcy Act, a trustee in bankruptcy has power to sell property of the bankrupt.

       Sale under court order: Section 21(2)b of the Sale of Goods Act protect all sales carried out under the order of court of competent jurisdiction. Thus, where a court bailiff in execution of a court order or an auctioneer of the court carry out sale of goods which he has no title, the transfer of property in the goods will be valid.

A common carrier is one who holds himself out as being ready for hire to transport from place to place, either by land, sea or air, the goods for anyone (or for that any passengers) wishing to employ him. He must do it as a business and not as a casual operation. He is bound to carry all goods offered to him by persons willing to pay his hirer unless he has no room in his vehicle, the goods offered are not of the kind he professes to carry, the destination is not one to which he usual travels, the goods are offered at an unreasonable hour, the goods are not properly packed or reasonable charges are not paid in advance.

      i.         The below are the duties of a common carrier:

Acceptance of Goods: It is the first duty of the common carrier that he should accept, the goods from anyone who wants to employ him except in a few special cases.

To Carry the Goods Safely: It is the duty of the common carrier that he should carry the goods safely. In case of loss or damage, he will be responsible.

Use Common Route: He should carry the goods by the general route. He should avoid adopting the shortest route. He should treat the ordinary circumstances.

To Obey the Instructions: He should also obey the instructions of the sender the goods related to transportation.

In Time Delivery: It is the duty of the common carrier that he should deliver the goods within the time expressed in the contract.

Proper Place: He should also deliver the goods at a proper place mentioned in the contract.

Delivery to the Right Person: It is also the duty of the common carrier that should deliver the goods to the right person. Otherwise, it will be held responsible.

    ii.         In contrast to common carriage, a private carrier is not an insurer of cargo. The private carrier is liable only if damage is proximately caused by a specific breach of the charter. Furthermore, the burden of proving damage, as well as its cause, remains with cargo interest.

b.   provision of section 8 of the Sale of Goods Act, it can be deduced that the price must be monetary which; may be fixed by the parties, or; may be left to be fixed in a manner provided by the contract for instance by valuation or arbitration; or may be determined by the course of dealings between the parties the parties such as through previous transactions between them or any relevant custom of trade or profession. However, if the price is not so fixed or determined, there is a presumption that the buy will pay a reasonable price. Section 9(1) provides that where there is an agreement to sell goods on the terms that the price is to be fixed by the valuation of a third party and the third party failed to make such valuation, the agreement is void. But in a situation where the goods or part of them have been delivered to and appropriated by the buyer, he must pay a reasonable price. Section 9(2) provides that where such valuation by the third party is prevented by fault of either the buyer or the seller, the non defaulting party may maintain an action against the party with fault.

The following are the ingredients of unlawful killing:

               i.     If the offender intends to cause the death of the person killed, or that of some other person: this ingredient is supported by the provision of section 316(1) of the Criminal Code. It buttresses the intent to kill. There is a presumption of intent to kill in favour of the deceased where death is caused and it is immaterial that the accused intended to kill A but ended up killing B. See the case of R v Hopwood (1913) 8 Cr. App. R 143. In the case of Hyam v Dpp, the House of lords held that the intention to cause death is established if it is proved that the accused deliberately or intentionally did the act knowing that it was probable (highly probable). For the purpose of drawing an inference of what act constitutes an intention to kill, let us examine or cursorily look at the provision of section 19(2) of the Penal Code. It provides that an effect is said to be probable consequence of the act if the occurrence of that consequence would be considered by a reasonable man to be the natural and normal effect of the act.

             ii.     Death caused by an act done in the prosecution of an unlawful purpose: the Supreme Court held in Aga v State (1976) 7 SC 173 that the expression “in the prosecution of” means “furtherance of.” In the case of R v Gould (1960) Qd R 283, two accused persons caused the death of a pregnant woman while trying to abort her. They had introduced into her vagina a liquid produced by boiling a mixture of glycerine, Dettol and Surf. The liquid caused necrosis of the uterine wall and so entered her blood-stream and caused her death. The court of Appeal for Queensland distinguished R v Hughes and held that section 302(2) of the Queensland Criminal Code applied because the act and the purpose were different things. The unlawful purpose was to abort the woman and the dangerous act was the act of introducing into her vagina a noxious substance. See generally section 316(3) of the Criminal Code. 

           iii.     Where death is caused by administering any stupefying or overpowering things for either of the purposes last aforesaid. See generally section 316(5) of the Criminal Code.

           iv.     Where death is caused by wilfully stopping the breath of any person for either of such purposes. See generally section 316(6) of the Criminal Code.

There are basically two classes of manslaughter which are namely;

                    i.     Voluntary Manslaughter.

                  ii.     Involuntary Manslaughter.

Voluntary Manslaughter: this form or class of manslaughter arises where a person intentionally causes the death of another party, but who instead of murder would have his punishment reduced to manslaughter where he pleads provocation and succeeds. The success or otherwise of the plea of provocation  - to have the punishment reduced to manslaughter is depended on whether the defendant is able to prove all the ingredients of provocation provided for by the provision of section 318 of the Criminal Code and others which were given life to in a plethora of judicial decisions.

Involuntary Manslaughter: this occurs where a person causes death under circumstances that he did not intend to kill and did not foresee death as a probable consequence of his conduct, but there is some blameworthiness such as gross negligence in his conduct. It may also occur where death is the result of an unlawful act which involves the risk of harm to another. Being an unintentional killing it follows that there can be no attempt to conspire to commit involuntary manslaughter.

There are broadly three types of registered companies provided for by section 21 of the Companies and Allied Matters Act 2020. They are:

1. Company Limited by Shares.
2. Company Limited by Guarantee.
3. Unlimited Company.