Supplementary Information on Implied Terms – Chapter 9
Professor M.J. Nicholson’s Class
The Sale of Goods Act Ontario
• The Sale of Goods Act imposes on us (implied terms) some surprising rules
as to when property passes.
• These default rules apply if the parties do not “contract out of them”
• Many people are unaware of these rules.
• In a sale of goods it is important to know the point at which ownership or title to
the good is transferred from the seller to the buyer.
• This is important for risk management as the owner bears the risk and should have
• It is important to distinguish between title (ownership) and possession as they do
not always coincide.
• The legislation is not intended to interfere with parties’ right to create contracts
with different terms.
• It is very common that people do just that and opt out of these rules, ie make their
own provisions, for example where merchants state on their invoices or receipts
that title to the goods remains with the seller until the full price of the goods has