The document outlines the definitions and distinctions between a sale and an agreement to sell under the Indian Sale of Goods Act, 1930. It highlights the differences in property transfer, risk of loss, and the legal consequences of breaches in both types of contracts. Key essentials of a sale include an executed contract with immediate ownership transfer, while an agreement to sell is executory with future ownership contingent upon conditions.

1. PRESENTED BY
MD ERSHAD ALAM
SALE AND
AGREEMENTTO SELL

2. DEFNITION
 Sec 4(1) of the Indian Sale of Goods Act, 1930
defines the contract of he sale of goods in the
following manner:
 A contract of sale of goods is a contract
whereby the seller transfers or agrees to
transfer the property in goods to the buyer for
a price”.

3.  The term “Contract of sale of goods’ is a generic
term and it includes:
 a. Sale and
 b. An agreement to sell
where the seller transfers the ownership rights to
the buyer immediately on making the contract, it
is the contract of sale, but where the ownership
rights are to pass on some future date upon the
fulfillment of certain conditions then it is called an
agreement to sell.

4. ESSENTIAL OF A CONTRACT OF
SALE
 Two parties- buyer and seller
 Goods
 Price
 Transfer of general property
 Essential elements of a valid contract
 A contract of sale may be absolute or
 conditional.

5. DIFFERENCE BETWEEN
SALE AGREEMENTTO SALE
 Ownership passes to
the buyer.
 It is a executed contract.
 Risk of loss falls on the
buyer.
 Seller cannot resell the
goods.
 It can be in case of
existing and specific
goods
 Ownership remains with
the seller.
 It is a executory
 contract.
 Risk of loss falls on the
seller.
 Seller can sell goods to
third party.
 It can be in case of
future and unascertained
goods

6.  In case of breach of a
contract, seller can sue for
the price of the goods .
 The seller is only entitled
to the ratable dividend of
the
price due if the buyer
becomes insolvent.
 The buyer is entitled to
recover the specific
property from the assignee
if the seller becomes
insolvent.
 In case of breach of a
contract, seller can sue
only for damages not for
the price.
 The seller may refuse to
sell the goods to the buyer
w/o payments if the buyer
becomes insolvent.
 Buyer can claim only
ratable dividend for the
money paid.

7. SALE &AGREEMENT TO SELL
DISTINCTION
1-Nature of contract
sale-a sale is an executed contract
Agreement to sell-is an executory contract.
2-Transfer of Property.
Sale-the property in goods passes from seller to
buyer immediately.
Agreement to sell-property in goods passes from
seller to buyer at some future date or subject to
fulfillment of certain condition.

8. Risk of loss in s & a
a sale if the goods are destroyed, the risk of
loss falls on the buyer even if the goods were
in the possession of seller.
In agreement to sell if goods are destroyed
the risk of loss falls on a seller even if the
goods were in the possession of buyer.

9. Consequences of the breach
On breach of agreement to sell by the seller ,
buyer can sue the seller for damages.
But if after a sale the seller breaks the
contract the buyer may sue for delivery of
goods or for damages. In an agreement to sell
,if the buyer fails to accept the goods the
seller may sue for the damages only and not
for the price. On a sale ,if the buyer does not
pay the price ,the seller may sue for the price.

10. Insolvency of the buyer
In a sale if the buyer is adjudged an insolvent ,the
seller in the absence of a lien over the goods is
bound to deliver the goods to the official
receiver or assignee .The seller will ,however ,be
entitled to a ratable dividend for the price of
goods. In the agreement to sell, when the buyer
becomes insolvent before he pays for the goods
,the seller may not part with the goods.

11.  Insolvency of the seller
In the sale ,if the seller becomes insolvent, the
buyer is entitled to recover the goods from
the official receiver or assignee. In an
agreement to sell , if the buyer has already
paid the price and the seller becomes
insolvent ,buyer can claim only a ratable
dividend and not the goods.
 Right of re-sales
In a sale ,the seller cannot resell the goods
even if he is in possession of goods after sale.
In an agreement to sell ,the seller may sell the
goods since ownership is with the seller.