As noted by Todd, the sale of goods contract functions to articulate the conditions of a particular transaction and elucidate its particularities, from the description of the goods being sold to the place and time of delivery.2 In other words, the sale of goods contract details the conditions and circumstances which would govern a particular transaction. Given the supposedly comprehensive nature of the referenced document it thus functions as a reference point in instances of contract dispute.
The nature of a sale of good contract is quite complex consequent to the fact that it may be written or verbal and can contain both implicit/implied terms as well as explicit ones. Contract law has determined that sales agreements can either be written or verbal and can embrace both implied and explicit terms. In other words, the law's position is that in the absence of a written contract, nonverbal contracts, as in precontractual statements, are taken into consideration. 3 In addition, the standard requirements pertaining to sales of goods and the rights of the buyer versus the obligation of the seller are taken into immediate consideration.4
Case law establishes the import of, and the circumsta...
ave been interpreted as precontractual terms but, were eventually excluded from writing, suggests that they were not intended as contractual terms.5 However, in the matter of Pena v Dale (2003), where the rights and obligations of parties to a commercial transaction were disputed and there was no written contract, the court found, in the absence of a written contract and if both parties had acted as if there was a contract in place, the implied terms of the verbal contract are enforceable.6
In cases of international trade/international sale of goods, contracts tend to be governed by the terms set forth by both the United Nations Convention on Contracts for the International Sale of Goods (CISG) and Incoterms, while the actual carriage of the goods from one port to another are governed by the Hague Visby Rules (HVR) as amended by the Brussels Protocol, 1968. These contrcats, as stated in the above and as established by case law, may be both written and verbal and may include both implicit and explicit terms and involve the sale of both ascertained and unascertained goods. Accordingly, the very nature of sales of good contracts is complex but, as shall be discussed in reference to the case at hand, all of CISG, Incoterms and HVR attempt the facilitation of these agreements.
Even though neither Ghana nor Nigeria are parties to CISG, case law effectively maintains the applicability of CISG terms to spheres outside its influence for one simple purpose: courts have found the terms contained within CISG to be generally consistent with the legal framework outlining sales of goods terms in both civil and common law systems. In OLG Hamm 9 June, 1995, the court found that even if seller and buyer had agreed to apply civil law terms to international sales of good contract,