Acceptance and Rejection of Goods

Summary

This practice note discusses a buyer's rights to accept and reject a seller's tender of goods under the Ontario Sale of Goods Act ("SGA"). The SGA is one of the primary pieces of legislation governing sales contracts in Ontario, with additional or alternative law applying in many contexts (e.g., contracts with consumers and contracts governed by international law). Counsel representing clients engaged in the sale or purchase of goods need to understand the specific rights and obligations provided by the SGA regarding the acceptance and rejection of goods. Under the SGA, the buyer is under a duty to accept goods delivered by the seller and to pay the contract price for them. However, the SGA provides several instances where the buyer may reject goods. This practice note also discusses buyer's remedies after breach such as repudiation, damages, and specific performance as well as seller's remedies such as lien rights, stoppage in transit and rights of resale.