Sale of Goods Act
SOGA 054 Reasonable Time as Question of Fact Section 63
Reasonable Time as a Question of Fact under Section 63 of the Sale of Goods Act, 1930: Where the Act Uses the Expression, and the Factors That Decide It
The Act repeatedly leaves a period open by referring to a reasonable time: to send the goods, to examine them, to reject them, to return goods held on sale or return, to pay after notice of resale. Section 63 settles how that expression is applied. It is not a rule of law to be decided in the abstract, but a question of fact in each case. That matters procedurally, because findings of fact are for the trial court and are not readily disturbed on appeal, and substantively, because the same period may be reasonable for one kind of goods and far too long for another.
1. The Section
Section 63, Sale of Goods Act, 1930 Where in this Act any reference is made to a reasonable time, the question what is a reasonable time is a question of fact. |
2. Where the Expression Appears
Provision | What the reasonable time governs |
|---|---|
Section 36(2) | The time within which the seller must send the goods, where none is fixed |
Section 36(4) | A demand or tender of delivery must be at a reasonable hour, itself a question of fact |
Section 41 | The opportunity the buyer must have to examine the goods before acceptance |
Section 42 | Retention of the goods beyond a reasonable time without rejecting them is acceptance |
Section 24(b) | Goods on approval or sale or return, where no time for return is fixed |
Section 44 | The time within which the buyer must take delivery after the seller's request |
Section 54(2) | The time the buyer has to pay after notice of resale, and the time within which the seller must resell |
Where the Act uses the expression, and what the court weighs in each case
3. What the Court Weighs
- The nature of the goods. Perishable goods call for a short time; complex machinery may need a long one to install and test.
- The practice of the trade. What is usual in that business, between parties of that kind, at that place.
- The terms and purpose of the contract, including any indication that speed mattered, and whether the goods were bought for resale or for a season.
- The conduct of the parties, including notices given, requests made, and any delay by the other side.
- Circumstances outside a party's control, which may enlarge what is reasonable.
📖 Hick v. Raymond & Reid, [1893] AC 22 (HL) Facts: Cargo was to be discharged from a ship, with no time fixed for unloading. A strike by dock labourers, which the consignee could not control, delayed the work. The shipowner claimed damages for the delay. Held: The consignee was not liable. Where no time is fixed, the obligation is to perform within a reasonable time, and what is reasonable is judged by the actual circumstances, including obstacles the party could not control and was not responsible for. He had done all he reasonably could. Ratio: A reasonable time is judged on the facts as they were, including hindrances outside a party's control, rather than on what would have been possible in ideal conditions. |
📖 Poole v. Smith's Car Sales (Balham) Ltd., [1962] 1 WLR 744 (CA) Facts: A car dealer let another dealer have a car on sale or return in August. No time was fixed for its return. Despite repeated requests, the car was not returned until late November, by which time it had been used and had deteriorated in value. Held: Property had passed. The car had been retained beyond a reasonable time without notice of rejection, so the recipient was liable for the price. On the facts, keeping a car in a falling market for some three months, in the face of repeated requests, was too long. Ratio: Retention beyond a reasonable time passes property on a sale or return, and what is reasonable takes account of the nature of the goods, the market and the requests made. |
4. Why It Is Treated as a Question of Fact
- Flexibility. A fixed statutory period would work badly across trades as different as vegetables, textiles and heavy plant.
- Evidence. The parties may lead evidence of trade practice and of the particular circumstances.
- Appeals. A finding of reasonable time is a finding of fact, and an appellate court will not ordinarily interfere with it.
- Certainty by agreement. Parties who want certainty should fix the period expressly, which Section 63 does not prevent.
5. The Position Stated Shortly
- Section 63: what is a reasonable time is a question of fact wherever the Act uses the expression.
- It appears in the provisions on delivery, examination, acceptance, sale or return, taking delivery and resale.
- The court weighs the nature of the goods, trade practice, the contract, the parties' conduct and the surrounding circumstances.
- Hick v. Raymond & Reid: obstacles outside a party's control are taken into account.
- Poole v. Smith's Car Sales: three months on sale or return was too long.
- Parties who need certainty should fix the time expressly.