BUSINESS LAW 403, B1 Winter Term 2004 Instructor: Hilary Tanasichuk, Barrister & Solicitor Course Outline
Class: TR, 1400 - 1520 Location: Bus 3-10 Telephone: 449 3741
Email: [email protected]
Website: http://courses.bus.ualberta.ca/blaw402-tanasichuk
Course Description: An analysis of the legislation and legal principles applying to commercial transactions. A case law review of Consumer and Commercial sale of goods and secured
transactions.
Prerequisite: Business Law 301.
Grading: Students will be required to participate in class discussion. Two examinations will be written and your performance will be graded on your ability to analyze factual situations, solve legal and business problems, and provide a well-reasoned and concise written argument to support your solutions.
The midterm examination will be written during class time on Thursday February 12, 2004. This examination will be worth 40% of your final grade.
The Final examination will be written at the assigned examination time slot on Wednesday, April 14, 2004 and will be worth 60% of your final grade.
As this course is taught by a sessional instructor, you will be required to write your exams at the assigned time. NO DEFERRALS OR ALTERNATE EXAMS WILL BE GRANTED.
Required Course Material: All material for this course may be purchased at the University Bookstore. Every effort has been made to expedite delivery of the texts. They are expected to be available the first week of September. In the event of late delivery, the complete text of the statutes is available on the Government of Alberta website and the textbooks are available at the Law library.
Ziegel, Jacob S., Duggan, Anthony; Commercial and Consumer Sales Transactions, Cases, Text and Materials, 4th Edition. 2002, Edmond Montgomery Publications Ltd., Toronto.
Ziegel, Jacob S., et al.; Secured Transactions in Personal Propery and Suretyships, Cases, Text and Materials, 4th Edition. 2003, Edmond Montgomery Publications Ltd, Toronto.
Sale of Goods Act, RSA 2002, ch. S-2
Personal Property Security Act, RSA, 2002, ch. P-7
Official Statements:
Policy about course outlines can be found in Section 23.4(2) of the University Calendar (GFC 29 SEP 2003).
The University of Alberta is committed to the highest standards of academic integrity and honest. Students are expected to be familiar with these standards regarding academic honesty and to uphold the policies of the University in this respect. Students are particularly urged to familiarize themselves with the provisions of the Code of Student Behaviour (online at
www.ualberta.ca/secretariat/appeals.htm) and avoid any behaviour which could potentially result in suspicions of cheating, plagiarism, misrepresentation of facts and/or participation in an
offence. Academic dishonesty is a serious offence and can result in suspension or expulsion from the University (GFC 29 SEP 2003).
Business Law 403- Course Syllabus PART ONE
Commercial and Consumer Sales Transactions Pages
Ch. 1 Evolution of sales
Development of Canadian consumer law 11-17 The impact of electronic commerce on commercial and
consumer transactions 19-30
Ch. 2 Concept of Sale
SGA s. 3
Lease or sale
Helby v. Matthews 40-3
Contracts for work & Materials
Keillian West Ltd. v. Sportspage Enterprises Ltd. 51-54
Gee v. White Spot Ltd. 55-57
Notes 57-61
Ch. 3 Formation of the Contract
Requirement of writing 71-76
SGA s. 5, 6, 7 Fair Trading Act
J. Schofield Manuel Ltd v. Rose 84-84 Consumer Credit & “Truth in Lending Disclosures Requirements” 88-89 Alberta Fair Trading Act: A trap for the Unwary
Terrence M. Warner, Miller Thompson LLP, handout
Unsolicited goods & negative option schemes 93 Gaertner v. Fiesta Dance Studios Ltd. 94-96 TransCanada Credit Corp Ltd. v. Zaluski 97- Unconscionability 100-106
Tilden Rent-a-car Co. v. V. Clendenning 111-116
Ch. 4 Scope of the Contract
Express terms SGA s. 10, 11, 12, 13 Lecture Certainty of terms Lecture Remedies for breach: Recession Lecture Damage Lecture
Ch. 5 Seller’s Implied Warranty SGA s. 14
Caveat Emptor 191 Title of goods
Niblett Ltd. v. Confectioners’ Materials Co. Ltd. 192
Rowland v. Divall 193
Ch. 6 Seller’s Implied Obligations SGA s. 15 and 17
Description 211
Andrews Brothers Ltd. v. Singer & Co. Ltd. 212
Varley v. Whipp 214
Beale v. Taylor 217
Arcos, Limited v. EA Ronaasen & Son 228 Ashton Piggeries Ltd. v. Christopher Hill Ltd. 231
Ch. 7 Seller’s Implied Obligations of Quality SGA s. 16
Merchantablility & Descriptions 237 Hardwick Grame Farm v. Suffolk Agricultural&
Poultry Producers Assoc. 240
IBM Co Ltd. v. Shcherban 252
Merchantability & Durability
Mash & Murrell Ltd. v. Joseph I. Emanuel Ltd. 271
Ch. 8 Seller’s Implied Obligations SGA- s. 16 (2) (3)
Fitness for Use
Hardwick Game Farm v. SuffolkAgricultural &
Poultry Producers Assoc. 285
Ashington Piggeries Ltd. v. Christopher Hill Ltd. 288
Ch. 11 Seller’s Delivery Obligations SGA s. 27, 28 and 29
Meaning of Delivery 401
Time of delivery
Hartley v. Hymans 402
Chas. Rickards Ltd. v. Oppenhein 407
Beaver Specialty Ltd. v. Bain 416
Ch. 13 Property (Title) Aspects of the Contract of Sale S.G.A s. 19, 20, 23, 40 and 49
Transfer between seller & buyer
Royal Bank of Canada v. Saskatchewan Telecommunications 459 Carlos Federspield Co v. Chas. Twigg & Co. 463
Caradoc Nurseries Ltd. v. Marsh 468
In Re: Goldcorp Exchange Ltd. 476
Ch. 15 Buyer’s Obligations & Sellers Remedies for Buyers Breach SGA s. 27, 28, 29, 30, 35, 36, 37, 38, 39 and 46
Action for the Price
Colley v. Overseas Exporters 554
Stein Forbes & Co. v. County Tailoring Company 558 Sellers Right of Resale
Ward v. Bignall 562
Ch. 16 Buyers Remedies: Right of Rejection SGA s 34, 35, 36, 50, 51 and 52
Home Gas Ltd. v. Streeter 592
Hardy & Co. v. Hillerns & Fowler 597
PART TWO
Secured Transactions in Personal Property Law
Ziegel, J.S. Secured Transactions in Personal Property and Suretyships; Cases, Text & Materials 4th Ed.
Pages
Ch. 1 Security Devices and the PPSA
Evolution of Personal Property, Security Law 1-16
Creditors Remedies
Pre-PPSA Security
Structure of the Act 41-43
Ch. 2 The Scope of the Act – Section 2
What is Personal Property 47
Sugarman v. Duca Community Credit Union Ltd. 48 Leases on Personal Property
Crop & Soil Service Inc. v. Oxford Leaseway Ltd. 56 Adelaide Capital Corp. v. Integrated Transportation Finance Inc. 58
Exclusions – Section 4 69
Commercial Credit Corp. Ltd. v. Harry Shields Ltd. 69
Re: Urman 71
Ch. 3 Validity, Enforceability and Attachment – Sections 9, 10, 12
Validity 77 – 132
“Statute of Frauds” Requirements Attachment of the Security Interest Time of Attachment
Interests in After-Acquired Property
Ch. 4 Perfection of Security Interest – Sections 19, 24, 25 Perfection by Possession
Re: Raymond Darzinskas 134 Sperry Inc. v. Canadian Imperial Bank of Commerce 136
Ch. 5 The Registration System
Background 159
The Context 159
Characteristics of Personal Property Security Registry 160
What Constitutes Registration 164
Bank of Nova Scotia v. Clinton’s Flowers & Gifts Ltd. 164 Errors or Omissions in Registration Data 168
Re: Lambert 168
Coates v. General Motors Acceptance Corp. 184
Ch. 6 Consequences of Unperfected Security Interests Sections 30, 31, 32, 33, 34, 35
Introduction 219
Subordination of Unperfected Interests 219
Re: Giffen 226 The Robert Simpson Company Ltd. v. Shadlock and Duggan 242
Subordination Agreements 269
Chiips Inc. v. Skyview Hotels Ltd. 269
Ch. 7 The PMSI – Section 30
Introduction 281
Theory of PMSI Priority 282
Scope of PMSI Priority 286
Agricultural Credit Corp. of Saskatchewan v. Pettyjohn 286 Unisource Canada Inc. v. Laurentian Bank of Canada 290
Priority of Inventory Financer 294
Clark Equipment of Canada Ltd. v. Bank of Montreal 294
PMSI Priority in Proceeds 308
Massey-Ferguson Industries Ltd. v. Melfort Credit Union Ltd. 308
Ch. 10 Protection of Transferees in Ordinary Course – Section 30
Introduction 381
Sale of Goods in the Ordinary Course 382
Royal Bank of Canada v. 216200 Alberta Ltd. 390 Transferees of Instruments, Documents of Title, and Securities 406
The Right to Follow Proceeds 412
Nature and Source of Claim to Proceeds 413
Flintoft v. Royal Bank of Canada 413
Tracing of Proceeds 425
Agricultural Credit Corp. of Saskatchewan v. Pettyjohn 428 Proceeds and Bank’s Right of Set-Off 445
Flexi-Coil Ltd. v. Kindersley District Credit Union Ltd. 450