Remedies of the Buyer: Understanding Rights After Acceptance and Beyond
In the previous discussion, we explored the concept of acceptance and saw how it marks a decisive turning point in the life of a sale of goods contract. Once the buyer has accepted the goods, their powerful right to reject vanishes, leaving them with more limited but still important avenues of protection. It is therefore natural to continue this journey by asking: what remedies does the law provide to a buyer when the seller fails to perform as agreed?
This chapter addresses precisely that question. It examines the options available to the buyer, how those options differ depending on whether the Sale of Goods Act 1979 (SGA) or the Consumer Rights Act 2015 (CRA) applies, and how the law attempts to balance the interests of both parties while maintaining fairness and certainty in commercial and consumer relationships.
Rejection of Goods: The Most Drastic Remedy
The first and most radical remedy available to the buyer is the right to reject the goods. This remedy allows the buyer to bring the contract effectively to an end, return the goods, and walk away from the bargain. It is the strongest possible response to non-performance, but it is also tightly controlled.
Rejection is permitted in several situations:
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Late delivery: Where time is of the essence, a delay amounts to a breach that entitles the buyer to reject.
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Breach of a condition: Whether expressly agreed or implied by the SGA, a failure to meet a fundamental term allows rejection.
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Serious breach of an intermediate (innominate) term: If the breach undermines the whole purpose of the contract, rejection becomes available.
An important feature of this remedy is that the buyer’s motives are irrelevant. The key issue is whether the goods conform to the contract objectively.
When the Right to Reject Is Lost
The law does not allow the right of rejection to remain indefinitely. Several limits restrict its scope, ensuring that rejection is used fairly rather than abusively:
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Acceptance: As discussed in the earlier post, once goods have been accepted, the right to reject no longer exists. At that point, the buyer must rely on damages or other remedies.
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Trivial breaches: If the non-conformity is so minor that it would be unreasonable to reject, the law bars rejection. This reflects a policy of proportionality.
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Contractual limitations: In commercial settings, the parties may negotiate restrictions on the right to reject, provided such limitations are reasonable. However, not everything can be excluded. For example, the seller’s fundamental obligation to have the right to sell the goods cannot be contracted away.
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Warranties or minor breaches: Where the breach affects a warranty rather than a condition, or where the consequences are not sufficiently serious, the remedy of rejection is unavailable. Damages become the appropriate response instead.
This mechanism demonstrates the law’s careful balancing act: it preserves the buyer’s right to walk away when the breach is serious but prevents disproportionate disruption of commerce for trivial or technical reasons.
Damages: The Central Monetary Remedy
When rejection is no longer an option, the buyer’s most important remedy is the claim for damages. Damages are designed to place the buyer in the position they would have occupied had the contract been properly performed.
This involves considering:
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The difference in value between the goods delivered and the goods as promised.
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Consequential losses, such as the costs of replacement purchases or lost profits that naturally flow from the breach.
Damages thus act as a financial equaliser. They do not undo the contract but instead aim to repair the economic harm caused by the seller’s failure.
The Right to Withhold Payment
Another powerful but sometimes overlooked remedy is the buyer’s right to withhold payment when the seller has not delivered or is not ready to deliver. This right arises from the principle that delivery and payment are concurrent conditions under the SGA.
In practice, this means that the buyer cannot be forced to pay for goods until the seller performs their side of the bargain. It functions as a preventive shield, protecting the buyer from having to fulfil their own obligations in the face of non-performance by the seller.
Specific Performance: An Exceptional Remedy
Although damages are the standard remedy, there are rare situations where the courts may order specific performance, compelling the seller to deliver the goods as agreed.
Specific performance is exceptional and typically limited to cases where:
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The goods are unique (e.g., a piece of art, rare materials, or goods with special sentimental value).
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Monetary damages would not be adequate to put the buyer in the position they should have been in.
In most commercial contracts, however, where equivalent goods can be sourced elsewhere on the market, the courts prefer to leave the buyer to damages. This preserves flexibility and avoids overly intrusive court orders.
Misrepresentation and Related Actions
Beyond the remedies built into the contract, the buyer may also turn to remedies in other areas of law. For example:
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Misrepresentation: If the seller made misleading statements that induced the buyer into the contract, the buyer may claim rescission or damages under the Misrepresentation Act.
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Fraud or deceit: If the misrepresentation was fraudulent, the buyer may bring an action in tort.
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Negligent misstatement: Liability may also arise for careless but harmful statements.
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Conversion and interference with goods: If the seller wrongfully interferes with the buyer’s property rights in the goods, additional remedies may be pursued under tort law.
These parallel remedies expand the buyer’s arsenal, giving them the opportunity to address not just breaches of contract but also misconduct surrounding the transaction.
Waiver: Temporary Forgiveness of Breach
Finally, the law recognises that a buyer may waive their rights temporarily. For example, they may agree to tolerate a late delivery rather than terminate the contract immediately.
However, such a waiver does not necessarily extinguish the right forever. The buyer may revive their rights by giving reasonable notice to the seller and setting a new deadline.
The exception is where the seller has relied on the waiver and altered their position; in that case, the waiver may become irrevocable. This doctrine balances flexibility with fairness, ensuring that waivers cannot be abused to trap the seller.
Why These Remedies Matter
Comparing the concept of acceptance with the remedies of the buyer reveals the overall logic of sales law. Before acceptance, the buyer has the nuclear option of rejection. After acceptance, the law shifts to more balanced remedies that focus on compensation and continuity rather than cancellation.
In consumer contracts, the law tilts further in favour of protection, providing fixed timeframes and stronger rights to reject, repair, or replace goods. This reflects the recognition that consumers typically have less bargaining power than businesses.
If acceptance represents the threshold where the right to reject disappears, the remedies of the buyer form the next chapter of protection. They do more than answer the question “Can the buyer give the goods back?”—they provide a complete toolbox of protections: from damages and withholding payment, to the rare order of specific performance, to broader claims for misrepresentation and deceit.
Ultimately, understanding buyer’s remedies is about seeing how the law strikes a balance between freedom of contract and substantive justice. It ensures that even when a contract goes wrong, the buyer is never left without meaningful protection.
Which of the following is the most drastic remedy available to a buyer under the SGA?
Rejection of the goods, ending the contract and returning them.
Claiming a small discount.
Filing a complaint with a consumer forum only.
After accepting goods under the SGA, which remedy typically remains available to the buyer?
Claim for damages to compensate for breach of contract.
Right to reject goods outright.
Option to cancel the contract without any notice.
Which of the following is a condition for the exceptional remedy of specific performance?
The goods are unique, and monetary damages would not adequately compensate the buyer.
The buyer has not paid the invoice yet.
The goods are perishable and easily replaceable.
A buyer receives a batch of 50 custom-made chairs, but the supplier delivers 10 with serious defects. The buyer has already accepted the goods. Which remedy is most appropriate under the SGA?
Claim damages for the cost of replacing or repairing the defective chairs.
Reject all 50 chairs for a full refund.
Waive all rights permanently without notice.
