Understanding SOGA and CRA: Essential Consumer and Business Rights for Motor Dealers

“Nothing doesn’t ever change, but nothing changes much.”  That’s a great line from a great song, White Knuckles, by the OK Go back in 2010.  It’s a fitting sentiment as we head into 2025, a year poised to bring notable compliance shifts for motor dealers and repairers.  

Two recent forces driving these changes are the Digital Markets, Competition and Consumers Act (DMCCA), which provides the Competition and Markets Authority with broad ranging enforcement powers in consumer protection matters, and the Court of Appeal’s decision in Wood v. Commercial First Business Ltd., which addressed the transparency of financing commissions. Together, these developments underscore the evolving standards for consumer protection in the motor industry.

Yet, while there’s change in the air, some familiar principles endure.

In this article, we’ll look at the bedrock legal frameworks established by the Sale of Goods Act 1979 (SOGA) and the Consumer Rights Act 2015 (CRA).  For motor dealers, understanding the nuances of SOGA and CRA is as important as ever.  So, let’s take a step back and remind ourselves of the basics.

Applicability in Consumer vs. Business Sales

We’re sometimes surprised when we see disputes between one of our dealer members and a customer because the member doesn’t know or have good records to reflect whether the customer is a consumer or a business.  The difference matters.  As we’ll see, the SOGA and CRA have some significantly different standards, and the SOGA applies to business customers while the CRA applies only to consumers: 

SOGA	CRA
Applies to sales between businesses, requiring that goods meet standards of satisfactory quality and fitness for purpose as agreed in the transaction. It allows for negotiated terms suited to business contexts.	Applies specifically to consumer transactions, with defined rights and remedies for consumers, such as specific timelines for rejecting goods and protections that cannot be contracted out.

Implications for Dealers: For consumer sales, CRA’s strict standards demand greater transparency, clear warranties, and efficient complaint handling. In B2B sales, SOGA applies, allowing negotiated terms and reflecting the commercial expectations typical in business dealings.

Practically speaking, this means that in non-consumer cases, there will be greater focus on contractual terms and conditions.

Key Difference: Standards for Durability and Quality

While both the SOGA and the CRA impose minimal quality standards, there are some key differences:

SOGA	CRA
Satisfactory quality in B2B sales is required but is less strictly defined than in consumer sales. SOGA’s standard focuses on meeting the agreed-upon quality and purpose but allows room for negotiation and differing business expectations.	The CRA explicitly defines satisfactory quality to include durability, safety, and overall condition. Vehicles sold to consumers must be expected to last for a reasonable time without significant issues, taking into account price, mileage, and age. This includes clear expectations that the vehicle’s quality aligns with any descriptions provided.

Implications for Dealers: Under CRA, dealers must meet strict durability and quality standards for consumer sales, which requires thorough pre-sale inspections and honest representations of vehicle condition. For B2B transactions under SOGA, the standard allows for greater flexibility based on the contract terms and specific business needs. 

Perhaps more importantly, under SOGA, in a B2B transaction, businesses can exclude or modify implied terms, such as those dealing with satisfactory quality or fitness for purpose.  Again, this is embracing greater contractual freedom, which is the foundation of the law in B2B deals.  While such exclusions must still satisfy the test of reasonableness under the Unfair Contract Terms Act 1977 (“UCTA”), the point is that dealers have far more flexibility in their B2B deals than they do in consumer transactions. 

Under the CRA, any attempt to exclude or restrict the foundational statutory protections is prohibited, ensuring non-negotiable minimum standards in consumer sales.

Key Difference: Short-Term Right to Reject

While both the SOGA and the CRA have a short-term right to reject goods that do not live up to minimal quality standards, there are some key differences:

SOGA	CRA
Business buyers have the short-term right to reject goods if they do not meet satisfactory quality standards, but only within a “reasonable time.” The definition of “reasonable time” depends on the goods’ nature and transaction specifics, including express contract language.	The CRA gives consumers a defined 30-day period to reject goods if they are faulty, not as described, or unfit for purpose. This “short-term right to reject” provides clear and immediate consumer recourse.

Implications for Dealers: For consumer sales, the CRA’s 30-day right to reject means dealers must ensure vehicles are problem-free at the time of sale, as consumers have a guaranteed right to a refund if issues arise within this timeframe. For B2B sales, SOGA’s “reasonable time” standard offers more flexibility for sellers, particularly if they take advantage of clear and express contractual definitions about what a “reasonable time” is under the circumstances in their contract.

Key Difference: Extended Right to Reject

One of the key differences between the SOGA and the CRA involves the extended right to reject:

SOGA	CRA
Once goods are accepted or kept beyond a “reasonable time,” the buyer loses the right to reject them. SOGA does not extend the right to reject after acceptance, meaning buyers are limited to damages or other contract remedies if issues arise later.	If a fault appears after 30 days but within six months, consumers have a longer-term right to reject if repair or replacement efforts fail. This provides consumers with a secondary recourse to reject goods and seek a refund or price reduction.

Implications for Dealers: The CRA offers a built-in remedy for consumers if initial repairs fail, while SOGA does not provide any extended rejection rights for businesses. Dealers in B2B sales should set clear terms on post-sale support, as SOGA does not mandate additional rejection rights after acceptance.  Instead, business customers, once they have accepted, may only seek damages for a breach.

Key Difference: Burden of Proof Regarding Faults

Another critical difference between the legal frameworks provided by the SOGA and the CRA involves the burden of proof:

SOGA	CRA
In B2B transactions, the burden of proof remains with the buyer at all times. Business buyers must demonstrate that a fault was present at the time of sale to seek remedies, regardless of when the issue arises.	For the first six months after a consumer sale, the burden of proof lies with the dealer to show that a fault did not exist at the time of sale. This is a consumer-friendly provision that assumes inherent defects within the first six months unless proven otherwise.

Implications for Dealers: Under CRA, dealers in consumer sales must maintain thorough documentation and conduct comprehensive pre-sale inspections, as faults reported within six months are presumed to exist from the start. In B2B transactions under SOGA, the buyer always bears the burden of proof, which can reduce post-sale liability for the dealer.

Bottom Lines

It really matters whether a customer is a business or a consumer when determining your obligations under a sales contract. For business transactions, SOGA allows for greater flexibility, with a focus on the express terms of the contract and the expectations agreed upon between parties. In contrast, consumer transactions under CRA impose specific, non-negotiable protections for consumers, from the 30-day right to reject to the burden of proof on dealers for faults within the first six months.

Understanding these distinctions can help you ensure compliance, manage risks, and meet customer expectations. By structuring contracts carefully and being transparent about quality and durability, dealers can navigate both frameworks effectively—maximising flexibility in B2B sales while fully honouring consumer rights under the CRA. For questions or support on meeting these standards, MILS is here to help you stay compliant, competitive, and prepared for the road ahead.