CL-2024-000457, 000458, 000459 - [2025] EWHC 1803 (Comm)

The seller’s claim for the price seems to have been treated as standing or falling with its claim for a declaration, and s.49 was not mentioned either in argument or in the very short judgment. The seller accepted that a buyer was not bound to accept the goods without inspection, but argued that that “only affects payment in cases where the payment and acceptance are to be concurrent, and that is so in the absence of agreement to the contrary” (ibid, at 46). That may explain Kennedy J’s slightly opaque statement (ibid) that “As a general rule, section 15 of the Sale of Goods Act, 1893, applies and gives the buyer an opportunity of inspecting the goods before payment”. In fact, s.15 of the 1893 Act provided only, so far as material, that in a contract for sale by sample there was “an implied condition that the buyer shall have a reasonable opportunity of comparing the bulk with the sample”. It said nothing as to whether that condition had to be satisfied before the buyer might be obliged to pay the price. However, s.34 of the Act linked the opportunity to examine with delivery and acceptance; and s.28 made payment and delivery prima facie concurrent conditions.