Business Law and The Sale of Goods Act - Essay Example

However, a certain clause in the sale of the warehouse states, “This document supersedes all prior promises relating to the sale.”    This clause acknowledges that previous promises existed but there are now superseded by the new agreement formed. During the cause of the negotiation, the seller creates an implied contract stating that all the properties in the warehouse are to be sold as part of the contract. This means that the warehouse must correspond with the description given which also leads to an implied condition that the warehouse must correspond with the description given. Moreover, if the sale by a sample of the warehouse, as well as by description, it is not adequate that the warehouse corresponds with the description. In addition, the companies also engage in a conversation involving the sale of the warehouse whereby the furniture was to be incorporated as part of the sale of the warehouse. In the above case, there is a contract for the sale of the warehouse by description. There is also an implied condition that the warehouse will correspond with the description (Newbolt 5).

If the furniture is included in the contract as a part of a sale of the warehouse and does not include a price tag, the furniture should be taken as part of the sale. This is because there was no exemption clause in the contract stating that the furniture was not part of a sale of the warehouse. Instead, the impletion created in this case should be that there is an implied contract from the agreement to sell, that the furniture is part of the warehouse and therefore should be sold as part of the warehouse. If the companies do not agree on the price of the furniture, the court can decide the price for them. In such a case, the court can appoint an independent liquidator who wills the property of the company if they do not agree on the price. However, the court intervention in such a case should be the last option. The companies should involve in such a transaction should explore all other alternatives including seeking the services of an independent third party to settle the sale. Past incidences where the court has intervened in such disputes have always resulted in litigations that tend to reverse the sale. The court processes may be unnecessarily lengthy and time-consuming in a way that may affect the transaction negatively. This is because the court will want to begin fresh investigations into the transactions in order to determine the facts before making a final decision (Chalmers, Edwin, and Mackenzie 23).