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V
 - a contract whereby the seller u
 u  
 of the
  to the buyer for a 
. It is an u u
u Sale is different
from a gift, because there is no consideration in gift. It is only ×
.

A contract for work and labour or using of skills is not a contract for sale.
Where skill and material are involved in one transaction, it is a contract for
materials and not sale. An agreement to sell is not a contract of sale, it is
only an agreement to sell at a future date, an executory contract.

u

 Ô minimum two parties - a part-owner may sell to another part-
owner.

- a transfer or an agreement to transfer ownership of the goods. Risk

associated with sale moves to the buyer.

- subject-matter of the transaction- only movable property. Landed property

cannot be part of a contract of sale under this Act.

- price is the consideration for the sale, so barter does not amount to sale.
 
 



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.

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 º

 

`very kind of movable property, other than actionable claims, like debts,
and money, and includes stocks and shares, crops and things attached to
land that is forming part of the sale.

Trademarks, copyrights, patents can be part of the sale.

`xisting Ô specific or ascertained Ô goods identified and agreed upon at the

time of sale

- unascertained Ô only described and not specifically identified.

Future goods Ô goods manufactured, produced or acquired after the

contract of sale.
Contingent goods Ô the acquisition by the seller depends upon the
happening of any specific event.
 è

èrice Ô the money consideration for the sale, absence of it, contract is
void
. It can be fixed by the contract, agreed to be fixed by a
contract between the parties, by a valuer, or can be determined by the
course of dealings of the parties. V-A permits revision of price as a
result of revision in taxation, subject to agreement between parties.

Seller is not bound to accept anything except in the legal tender, unless
there is an express agreement to the contrary. Thus he is not bound to
accept payment by cheque. Since money is a part of legal tender and is
a method of consideration, it cannot be subject matter of sale.

Default in payments, seller can sue the buyer. Not possible in an

agreement to sell, as it is an executory contract.
`arnest money deposit, is not a part payment of price, but is an advance
tendered by the buyer as security for future performance of his part of
the contract.
 º 
  

[.º
u
 Ô a stipulation [. 

u Ô a stipulation
essential to the main purpose of collateral to the main purpose of
the contract. the contract.
2. breach of condition Ô repudiation 2. breach of warranty Ô damages.
of contract.
3. deemed implied into every
3. condition can become warranty. contract by operation of law.
4. express conditions Ô as agreed `x: as to the quiet and undisturbed
upon by the parties. possession and free from any
`x: condition as to title - sale charge or encumbrance.
according to description -
condition as to quality or fitness
Ô caveat emptor - condition as to
merchantable quality - implied
condition as to sale by sample.
 º
 
 
uuyer beware Ô seller does not take any responsibility, once the goods are
sold. uuyer must inspect the goods at the time of sale. If he doesn't do so,
he buys at his own risk.

`xceptions Ô where the buyer makes a false representation - where the

consent of the buyer is obtained by fraud.
- where the buyer makes the purpose of purchase known to the seller, then
the seller must sell goods that reasonably fit the description of the purpose
given by the buyer.
- manufacturer's liability in case of negligence
(Donoghue v. Stevenson Ô no privity of contract under the Sale of Goods
Act.
 º  

  

6nless agreed upon by the parties, stipulation as to the time of payment is
not an essential condition of contract of sale.

Any other stipulation as to the time of the contract, shall be decided by

individual terms of contract.

Failure to pay on the stipulated date does not permit the seller to
repudiate the contract, unless so agreed upon. However, he may resell the
goods if not paid in a reasonable amount of time.
 è

  


Specific ascertained goods Ô ownership passes at the time of contract, even if

payment or delivery is postponed, in case the goods are deliverable.

In case goods are not deliverable state -property passes when such thing is
done and the buyer has notice thereof.

In a contract of sale of goods in a deliverable state, where the seller is

supposed to ascertain the specific state of goods, the title does not pass until
such action by the seller.

6nascertained or future goods Ô property in the goods does not pass to the
buyer unless and until the goods are ascertained.
Sale by description of unascertained or future goods Ô goods when
deliverable are unconditionally appropriated to the contract.
6nconditional appropriation Ô assigning the goods to the contract of sale by
either party with the consent of the other party. Done by specific
categorization or delivery to the carrier or bailee for further transmission to
the buyer.
 






 



Seller's right of disposal is retained only when the railway receipt or
the bill of lading is taken in his or his agent's name.

Where the buyer does not approve the bill of exchange, even if he
retains the bill of lading taken in his name, still the title does not pass
to the buyer.

Where the goods are delivered with the clause sale on approval or
sale on return, the title passes only after the approval is signified. If
he doesn't signify rejection even after the stipulated time, the buyer is
deemed to have approved the contract of sale. In case where it is a
sale on cash only or return, buyer has no title until he has paid for it.
 è




 
Subject to agreement, goods remain at seller's risk until the property therein is
transferred to the buyer, when at such time they become buyer's risk, whether
he has taken delivery or not.

Risk follows ownership, but the parties may agree otherwise. èarties may
agree that risk might pass at different time and not simultaneously with the
ownership.

Where delivery might be delayed because of the fault of the parties, risk
might be borne by the party at fault for any loss that might have occurred.

Risk and property may be separated by a contractual term.

Where the goods are at a distant place, risk and property rights might still be
separated and the buyer might take risk for loss and damage in transit.
 |

  



D


 
  no one can give what he doesn't have. Only an
owner or his authority can make a contract of sale. `x: a hirer of goods under
the hire purchase agreement, cannot give a valid title under sale.

`xceptions Ô sale by a mercantile agent, sale by a joint owner, sale by a

person in possession under a voidable contract, sale by a seller in possession
of goods after sale, in case the later transferee is a bona fide purchaser, and
the ownership in the earlier transaction has not yet passed.
 6 



A seller who has not been paid in whole. An unpaid seller has lien on the
goods, can retain possession until payment is tendered.

A bill of exchange has been received on a conditional term, and such

condition has not been fulfilled, like dishonour of a cheque.

ë
uu



 - under the Contracts Act, to recover damages

 under the Sale of Goods Act, against the goods and also personally
against the buyer.

When the goods have been sold without any stipulation as to credit -when
the term of credit has expired -when the buyer becomes insolvent.
 6 






Its a possessory lien, remains through the possession. It remains even after a
decree for the price of goods is obtained, till the time possession is there
with the seller.
The lien is lost Ô the goods are delivered to the carrier or the bailee - buyer or
his agent obtains lawful possession of the goods - seller waives his right
of lien - seller assents to a sub-sale by the buyer - seller takes a security
for the payment of the price from the buyer
Right of stoppage in transit Ô unpaid seller can also order stoppage of delivery
of goods when they are in transit. èossible when lien is absent and the
buyer has become insolvent.
Transit is deemed to be there till the time the buyer or his agent takes delivery
of the goods. It exists even in the hands of the bailee or a carrier holding
goods for transmission.
 ë 

 
 
ë



6npaid seller can take actual possession of goods. He can notify his claim
to the carrier or the bailee who has possession of goods. Once notified the
carrier or the bailee shall redeliver the goods to the seller, expenses being
borne by the seller.
ëV
 - 6npaid seller can exercise this option if he has retained
possession - when the goods are of a perishable nature - when the buyer
fails to pay upon notice and expiration of reasonable period of time.
Notice is necessary except when goods are of a perishable nature.
Right of resale is available if its a contractual term.
Seller retains right to claim damages, despite the original contract being
rescinded.
 ë




 



V

ë -Suit for the price and interest.

Suit for damages for non-acceptance of goods Ô seller might recover any
loss that accrues to him for such non-acceptance.
u
ë - Damages for non-delivery; Right to recover the price paid in
case of non-delivery. Can also claim interest on price paid.
Suit for specific performance; Suit for breach of condition; Suit for
breach of warranty
Anticipatory breach Ô where the seller has repudiated the contract before
the time of performance has come. uuyer can keep it open till the
date, or repudiate it and claim damages.
 
 
`ach lot of the auction sale, is deemed to be a separate contract of sale

The sale is complete when the auctioneer brings down the hammer or in
any other prescribed customary manner.

A right to bid may be expressly reserved , the seller or his agent may bid at
the auction.

If such a seller's bid may not be notified, then the seller cannot bid in the
auction process.

The sale may have a notified reserve price.

If the seller uses bidding to raise the price, the buyer has an option to treat
the sale as voidable.