Conditions, warranties & rights of an unpaid seller
CONDITIONS, WARRANTIES & RIGHTS OF
AN UNPAID SELLER
Pro. Shweta Bambuvala
Jigisha Dave ( NR10120)
A stipulation in a contract of sale with reference
to goods which are the subject thereof maybe a
condition or a warranty [ Sec 12 (1)]
A condition is a stipulation which is
essential to the main purpose of contract.
Its non-fulfillment upsets the very basis of
A warranty is a stipulation which is
collateral to the main purpose of the
It is not of such vital importance as a
Difference as to nature.
Difference as to breach.
Difference as to treatment.
Voluntary waiver of condition.[ Sec. 13
Acceptance of goods by buyer.[ Sec.
In contract of sale of goods conditions and
warranties may be express or implied.
Express conditions and warranties are
those which are expressly provided in a
Implied conditions and warranties
( Sec. 14 to 17 )
Express warranty or conditions is
inconsistent with the implied warranty or
conditions. [ Sec. 16 (4)].
Conditions as to title [Sec. 14 (a)].
Sales by description ( Sec. 15 ).
Sales by description as well as by sample.
Condition as to quality or fitness [ Sec. 16 (1)].
Condition as to merchantability [ Sec. 16 (2)].
Condition implied by customs [ Sec. 16 (3)].
Sale by sample ( Sec. 17 ).
Condition as to wholesomeness.
Warranty of quiet possession [ Sec. 14
Warranty of freedom from encumbrances
[ Sec. 14 (c)].
Warranty as to quality or fitness by usage
of trade [ Sec. 16 (4)].
Warranty to disclose dangerous nature of
This means ‘let the buyer beware’, that
is , in a contract of sale of a goods he
seller is under no duty to reveal
unflattering truths about the goods sold.
Implied conditions and warranties in a
contract of sale may be negative or
Express agreement between the parties.
The course of dealing between them.
The custom or usage of trades.
RIGHTS OF AN UNPAID SELLER
Understanding the meaning of an Unpaid seller
Unpaid seller’s Rights Against the Goods
Unpaid seller’s Rights Against buyer personally
Understanding The Meaning Of An Unpaid
(1)The seller of goods is deemed to be an "unpaid
(a) the whole of the price has not been paid or tendered;
(b) a bill of exchange or any other negotiable instrument
has been received as a conditional payment but which is
(2)The term “seller” in this chapter include every
person in the position of a seller.
Unpaid Seller’s Rights Against The Goods
(1)When the property in the goods has been
i) RIGHT OF LIEN: A lien is a right to retain possession of
goods until payment of the price. Its available when;
a) Goods sold without any condition
b) Goods sold on credit but the period has expired
c) The buyer becomes insolvent
ii) RIGHT OF STOPPAGE IN TRANSIT: It’s the right of
stopping the goods in transit after the unpaid seller has
parted with the possession of the goods. It is possible
a) The buyer becomes insolvent; and
b) Goods are in transit
iii) RIGHT OF RE-SALE: The unpaid seller can re-sell the goods.
a) Goods are Of a perishable in nature;
b) Notice provided to the buyer for the intention of
but he isn’t paying within a reasonable time;
c) Expressly reserves the right of resale.
(2)When the property in the goods has not been
i) RIGHT OF WITHHOLDING DELIVERY: When the goods are not
passed to buyer, the seller can’t acquire the ‘rights of lien’ but
gets a right of withholding the delivery of goods.
Unpaid seller’s Rights Against buyer
*Right to sue for price
*Right to sue for damages
*Rights to repudiation of contract
*Right to sue for interest
Remedies for breach of contract of
1. Seller’s suits
i) Suit for price (Sec. 55)
ii) Suit for damages for non-acceptance of the goods (Sec. 56)
iii) Suit for damages for repudiation of contract by the buyer
before due date (Sec. 60)
iv) Suit for interest [Sec. 61 (2)(a)]
2. Buyer’s suits
i) Suit for damages for non-delivery of goods (Sec. 57)
ii) Suit for specific performance (Sec. 58)
iii) Suit for breach of warrenty(Sec.59)
iv) Suit for damages for repudiation of contract by the seller
before due date (Sec. 60)
v) Suit for interest [Sec. 61 (2)(b)]
Indian steel and Wire Production Ltd
State of Madras (Responded)
AIR 1968 SC 478