RAJIV GANDHI NATIONAL UNIVERSITY OF LAW,

PATIALA

Law of Contracts-II Project

2ND SEMESTER
Topic:
Difference between Contract of Sell and agreement to sell

Submitted By: Submitted To:

Namisha Choudhary Ms. Ananya Sharma

Roll No.: 20228 Assistant Professor of Law
Section: C RGNUL, Patiala
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BONAFIDE CERTIFICATE

This certificate is to declare that this project based upon ‘Difference between contract of sale
and agreement to sells’ is an original work of Namisha Choudhary who is a bonafide student
of Rajiv Gandhi National University of Law, Patiala.

SIGNATURE
Namisha Choudhary

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ACKNOWLEDGEMENT

For this project to be a success, it required help and guidance from a lot of people who shall
indeed be acknowledged.
First and foremost, I would like to express my heartfelt gratitude to my professor ‘Ms. Ananya
Sharma’ for granting me an opportunity to work on this project and research about this. This
research work has helped me to enhance my knowledge in the field of law and also helped me
to understand the legal aspects. This project would not be completed without her support.
I would also thank our project coordinators who helped and guided us throughout providing us
with every important detail.
I would really like to thank the library for providing us with all the useful material through the
online platform during this pandemic.
I would also express immense thanks to my friends and family who have always supported and
helped me to complete this project within the time frame.
Without the help and guidance of all these people, this project would not be completed. In the
end, I would like to thank myself for working on this research with dedication and patience.
Yours sincerely
Namisha Choudhary.

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Contents
BONAFIDE CERTIFICATE ..................................................................................................... 1

ACKNOWLEDGEMENT ......................................................................................................... 2

1. INTRODUCTION: ............................................................................................................. 4

1.1. The Sale of Goods Act, 1930: ..................................................................................... 4

1.2. Contract and Sale: ....................................................................................................... 4

2. SALE AND AGREEMENT TO SELL: ............................................................................. 6

2.1. Essentials of a Contract of Sale: .................................................................................. 6

3. DIFFERENCES BETWEEN SALE AND AGREEMENT TO SELL: ........................... 10

3.1. Statutory Provisions that draw the difference between sale and agreement to sell: . 10

3.2. Key Differences: ....................................................................................................... 11

4.1. Cehave N.V. v. Bremer Handelsgesellschaft: ........................................................... 14

4.2. Rowland v. Divall ..................................................................................................... 14

5. CONCLUSION: ............................................................................................................... 16

BIBLIOGRAPHY: ................................................................................................................... 17

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1. INTRODUCTION:
1.1. The Sale of Goods Act, 1930:
The Sale of Goods Act, 1930 was passed in1930 in order to define and amend the laws that
related to the sale of goods. A branch of mercantile law, the scope of this act is wider than
mercantile law. Economic, Social and Commercial life of people is also concerned about the
life of people. The aim of the Act is to define the liability of every person who is dealing with
the goods vis-à-vis the buyer of the goods. The Act aims at balancing the interests of both buyer
and seller by providing for substantive principles that govern the transaction of the sale of
goods.1

The law of sale of goods was a part of the Indian Contract Act, 1872 before the commencement
of this act. It was contained in the Chapter VII (Sections 76-123) of the Indian Contract Act,
1872. Due to change in nature of business and trade, it was seen that these provisions based on
common law were non-exhaustive and inadequate. Keeping this in mind, the need for a separate
enactment in law was felt. Hence, the Sections 76 to 123 were repealed by Section 65 of the
Sale of Goods Act, 1930. The Sale of Goods Act came into force with effect from 1st July,
1930.2

1.2. Contract and Sale:

An agreement between two private parties that creates mutual legal obligations. A contract can
be either oral or written. As per Section 2(h) of Indian Contract Act, 1872,

“An agreement enforceable by law is a contract.”3

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. There can be a contract of sale between one part-
owner and another. In other words, under a contract of sale, a seller (or vendor) in the capacity
of the owner, or part-owner of the goods, transfers or agrees to transfer the ownership in goods
to the buyer (or purchaser) for an agreed upon value in money (or money equivalent), called
the price, paid or the promise to pay same. A contract of sale may be absolute or conditional
depending upon the desire of contracting parties. 4

1
Avtar Singh, Law of Sale of Goods, Eastern Book Company, Lucknow, 2021, p.1
2
Supra note 1, Para.2.
3
Section 2 (h) of The Indian Contract Act, 1872.
4
at https://accountlearning.com/contract-of-sale-of-goods-meaning-essential-elements/
(Last accessed 10 May, 2021)
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Agreement to sell is fundamentally an exchange wherein both the parties play out their parts
and consents to satisfy their excess liabilities in concurred future time. Or then again, the parties
to a consent to sell consent to play out their entire part in a similar future day.5

According to Section 4(4) of the Sale of Goods Act, 1930:

Agreement to sell becomes a sale when the time elapses or the conditions are fulfilled subject
to which the property in the goods is to be transferred. 6

When there is a readiness of the both the gatherings to comprise a deal for example the
purchaser consents to purchase, and the merchant is prepared to sell the products for financial
worth. In a consent to sell the exhibition of the agreement is done sometime not too far off, for
example at the point when the time slips by or when the important conditions are fulfilled.
After the agreement is executed, it turns into a substantial deal. Every one of the essential
conditions needed at the hour of offer should exist on account of a consent to sell as well.

In the event that the merchant repeals the agreement, the purchaser can guarantee harms for the
penetrate of agreement. Then again, the neglected vender can likewise sue the purchaser for
harms.7

Fundamentally, there is a little difference in Sale and agreement to sell. The deal is an exchange
where one individual exchange his possession as for specific merchandise and from that point
all the while gets it done for someone else, in the reaction of which the individual to whom the
products are moved, pay thought to the proprietor of the products.8

5
at https://lawwithshaheen.com/definition-sale-and-agreement-to-sell/
(Last accessed 10 May, 2021).
6
The Sale of Goods act, 1930, s.4(4).
7
at https://keydifferences.com/difference-between-sale-and-agreement-to-
sell.html#:~:text=A%20contract%20of%20sale%20is,an%20example%20of%20Executory%20Contract.&text=
In%20the%20case%20of%20a,right%20to%20sell%20the%20goods.
(Last accessed 11 May, 2021)
8
Ibid.
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2. SALE AND AGREEMENT TO SELL:
According to Section 4 of the Sale of Goods Act, 1930,

“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”.9

Section 4(4) of the Sales of Goods act, 1930, states:

“An agreement to sell becomes a sale when the time elapses or the conditions are fulfilled
subject to which the property is transferred.”10

A contract of sale is a type of a contract dependent on the agreement which is generally seen
through the acceptance of the offer. The rules followed in acceptance and making of offer in
this case are same as followed in any other contract.

Section 2 of the English Sale of goods Act, 1979 is analogous to Section 4 of the Indian
Contract Act, 1930.11

2.1. Essentials of a Contract of Sale:

The definition given in the Section lays emphasis on the essential features of a contract of
Sale.12. The contract is bilateral, that is, it is between two parties who are known as the buyer
and the seller. ‘Price’ is the consideration for the transfer of property in goods. ‘Goods’ is the
subject matter of the contract. The seller transfers or agrees to transfer the general property in
goods to the buyer.13

9
Section 4(1), The Sale of Goods Act, 1930.
10
Section 4(4), The Sale of Goods Act, 1930.
11
Supra note 1, p. 7
12
HIP Bar (P) Ltd v State of Karnataka, 2019 SCC Online Kar 1729.
13
Supra note 9.
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Essentials of a
contract of Sale

Transfer of
Price-Money
Bilateral Contract Goods Property in
Consideration
goods

• Bilateral Contract:

According to Pothier, the contract of sale is “consensual, bilateral and commutative.14 It had
been observed by the Supreme Court that a contract of sale like any other contract, is
consensual act in as much as the parties are at liberty to settle themselves for the terms of their
bargain. 15 A sale has to be bilateral because the property in goods has to pass from one person
to another. Therefore, for sale to take place seller and buyer being persons is essential.

In a case before the Gujarat High Court 16, a partnership firm was dissolved wherein the assets
including goods were divided among the partners. When Sales tax officer taxed these goods,
the contention was rejected and it was said by BHAGWATI J that the joint owners could not
17
be both buyers and sellers. Moreover, there was no consideration in exchange of goods. A
sale consists of a seller and a buyer. If the goods are revalued and shown as of higher value in
books of account, it cannot be considered as sale.18

Free consent of both the parties is necessary in a sale. Any forced purchase or procurement
cannot be termed as a sale, it is an acquisition. In case where there is a control order and little
scope of consent exists, it may be termed as a sale.

14
Supra note 6.
15
Agricultural Market Committee v Shalimar Chemical Works Ltd., (1997) 5 SCC 516.
16
State of Gujarat v Ramanlal Sankalchand & Co, AIR 1965 Guj 60. J.D. Feltham, The United Nations
Convention on Contracts for the International Sale of Goods, [1981] JBL 346.
17
Madiammal v G. Chandrakantha, AIR 1977 Mad 209.
18
CIT v Hind Construction Ltd, (1972) 4 SCC 460.
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Thus, where the manufacturer of sugar is ordered to sell at prescribed prices, it may be sale
because the consent of buying or not lies with the purchaser. 19

When the acquisition of property is compulsory pursuant to an authority conferred by the

statute, there is no ‘sale’ of property even though there is payable compensation and the amount
may be fixed by negotiation between the parties.

It was ruled out by Lord Reid in a case that when drugs or appliances were supplied to a member
of the public under the national health care service scheme, whether by a hospital or a
pharmacist would not be sale. There is no room between the patient and either the hospital or
chemist and there is certainly no room for bargaining. 20

The supply of electricity, gas, or water by a public authority is not a ‘sale’ of such commodities
or whether the term ‘good is appropriate’. 21There is no ‘contractual obligation’ on which an
action may be brought against the authority for failure to make the supply available to the
purchaser. A remedy may be given in negligence. 22

• Price -Money Consideration:

The consideration for a sale of goods must be money, called the price. The definition of the
term ‘money’ is not given in statute. Where the property in goods is transferred for any
consideration other than money that will not be considered as sale, but will be termed as a
‘barter exchange’. Goods exchanged for goods is not sale, it is only when there is involvement
of money the transfer is known as ‘sale’. In Aldridge v Johnson, the contract was treated as
sale. 23. In another case, corn was delivered on the demand that either amount would be paid
or equal quantity would be returned, it was called a sale. 24

When there is a return of old car to dealer for new one, the difference in amount paid should
also be sale. 25

19
New India Sugar Mills Ltd. V CST, AIR 1963 SC 1207 and State of T.N. v Cement Distributors(P) Ltd, (1973)
3 SCC 342.
20
Pfizer Corpn v. Ministry of Health, 1965 AC 512: (1965) 2 WLR 387 (HL).
21
East Midlands Electricity Board v Grantham, 1980 CLY 271.
22
Read v Croydon Corpn, (1938) 4 AII ER 631.
23
(1857) E & B 885: 119 Er 1476.
24
South Australian Insurance Co v Randell, (1869) LR 3 PC 101; M.P. Udhyog Nigam v Gwalior Steel Sales
Branch, AIR 1992 MP 215.
25
CIT v Motors and General Stores (P) Ltd., AIR 1968 SC 200.
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The difference between a sale and a gift is clear as there is no consideration in a gift while a
sale requires a money consideration. A sale is also different from appointment of an agent for
sale. The appointment if a sale agent does not require money consideration.

• Goods:

As per section 2(7) of the act26, goods mean any kind of movable property other than actionable
claims and money; and includes stocks and shares, growing crops, grass and things attached to
or forming part of the land which are agreed to be severed before sale or under the contract of
sale.

Therefore, every movable property other than actionable claims and money are covered under
the term ‘goods.27

28
Mutual Funds units have been treated as goods for the purpose of service tax. Goods also
include shares and stock. Money and actionable claims are excluded from the definition of
‘goods. The law recognizes no right to property in a dead body or any part thereof 29
and for
this reason humans cannot be considered goods capable of being sold.30

• Transfer of Property in Goods:

Transfer of Property is the most essential element of Contract of Sale. Transfer of property
depends upon the parties. To constitute Contract of Sale, there should be a transfer of general
property in goods. The term “General Property” implies ownership of goods. The use of words,
“seller transfers or agrees to transfer” indicates that the seller either transfers th property in
goods immediately or agrees to transfer the same later at some time in future or upon fulfillment
of condition.

Thus, Contract of Sale is a generic term and embodies two types of contracts, namely, sale and
agreement to sell.

26
The Sales of Goods Act, 1930, s.2(7).
27
RD Goyal v Reliance Industries Ltd., (2003) 1 SCC 81.
28
CST v P.N. Vijay Financial Services (P) Ltd, (2009) 23 VST 31 (CESTAT).
29
Williams v Williams, (1882) LR 20 Ch D 659, 664-65.
30
Doodeward v Spence,(1908) 6 CLR 406.
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3. DIFFERENCES BETWEEN SALE AND AGREEMENT TO SELL:

A sale has to be distinguished from an agreement to sell. The legal incidents of the two are
vastly different. The basic distinction is as follows:

“Where under a contract of sale the property in the goods is transferred from the seller to the
buyer, the contract is called a sale, but where the transfer of the property in the goods is to
take place at a future time or subject to some condition thereafter to be fulfilled, the contract
is called an agreement to sell.”31

3.1. Statutory Provisions that draw the difference between sale and agreement to
sell:
Section 4 of the Sale of Goods Act, 1930 deals with sale and agreement to sell. The section and
its provisions express that:

As per section 6(1)32 the sale deed mostly comprises of the existing goods owned or possessed
by the seller or future goods. Whereas in the agreement to sell, the seller indicates to impact a
present offer of future merchandise, thus it entirely depends upon the contingency of the event
which may or may not happen.

However, section 8 of the said act33, deals with the goods perishing before the sale but after the
agreement to sell, thus this section again highlights the goods which damage or perishes
without any fault of the seller or the buyer. Therefore, this also happens to be an instance of an
agreement to sell.

Further, section 934 deals with the ascertainment of the price of the goods. Hence, when a sale
is made, immediately a transfer takes place, and therefore the price is certain and fixed, whereas
in specific conditions the price is determined, depending upon the circumstances of a certain
particular case, thus an agreement to sell is completed but the sale is not.

Therefore, the price of the goods itself falls and thereby the risk being attached to the seller, he
suffers the loss. However, if the goods or a part thereof is delivered and appropriated by the

31
Uday Estate (p) Ltd v Schindler India (P) Ltd, 2018 SCC Online Del 7195.
32
The Sale of goods Act, 1930, s. 6 (1)
33
The Sale of Goods Act, 1930.
34
The Sale of Goods Act, 1930, s. 9.
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buyer, the buyer is bound to pay a reasonable price to the seller. Therefore, it could be
concluded that one is an instant action while other is a future action.

In the sale and agreement to sell the condition and warranty as being defined under section 12
of the act which also plays an important role. Section 12(2),35 defines the condition as a
stipulation essential to the main purpose of the contract. While section 12 (3) defines warranty
as stipulation collateral to the main purpose of the contract and a breach of it may give rise to
claim for damages but not to right to reject the goods and to treat the contract as denied.

Thus, the term “condition” could be related more to the immediate sale, whereas the term
“warranty” could be more associated with the agreement to sell. Subsequently, we also find
that section 13 of the act 36is also inclined towards the agreement to sell as it states that when
a condition could be treated as a warranty.

When an immediate sale happens, all the rights which are attached to the goods to the seller
are impliedly transferred immediately to the buyer, whereas, in the agreement to sell, this is
not the case. In certain cases, the sale also happens as per the descriptions hence it is applicable
to both to sale and agreement to sell as per section 15 of the Sale of Goods Act, 1930.

Firstly, a consent to sell items is an understanding whereby the shipper moves or agrees to
move the property in product to the buyer at an expense. There may be an arrangement of offer
between one area owner and another.

Also, a consent to sell may be absolute or prohibitive.

Thirdly, where under a consent to sell the property in the product is moved from the vender to
the purchaser, the arrangement is known as a deal, yet where the trading of the property in the
items is to occur at a future time or subject to some condition starting there to be fulfilled, the
understanding is called a consent to sell.

Finally, a consent to sell transforms into a deal when the time sneaks past or the conditions are
fulfilled relying on which the property in the product is to be moved.37

3.2. Key Differences:

• Nature:

35
Section 12 (2) &12 (3) of The Sale of Goods Act, 1930.
36
The Sale of Goods Act, 1930.
37
at https://blog.ipleaders.in/sale-agreement-sell/
(Last accessed 12 May, 2021)
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Sale is an executed contract while an agreement to sell is an executor contract.

• Passing of Property:

If there should arise an occurrence of offer, property in the merchandise passes from the vender
to the purchaser at the hour of making of agreement. In the event of offer, merchant stops to be
the proprietor of the products and the purchaser turns into the proprietor thereof. It makes a
‘jus in rem’ for example offers right to the purchaser to appreciate merchandise as against the
entire world. Then again, in a consent to sell there is no exchange of property in merchandise
at the hour of agreement.

By an agreement to sell ‘Jus in personam’ is created, by a sale a ‘jus in rem’ is also transferred.
38

The property in merchandise is moved sometime not too far off. Hence, dealer keeps on being
the. proprietor until the consent to sell turns into a deal. A consent to sell makes a ‘jus in
persona’ for example it gives an option to one or the other purchaser or dealer again the other
for any default in satisfying his piece of the understanding.39

• Nature of Rights:

A consent to sell is an agreement straightforward as can be and, in this manner, gives an option to one
or the other purchaser or dealer against the other for any default in satisfying his piece of understanding:
in the event that the vender will not offer merchandise to the purchaser, the purchaser's just cure is to
document a suit for harms, he can't recuperate the products. A deal is an agreement in addition to
transport and it offers right, to purchaser to appreciate products against the entire world. Tire purchaser
secures the possession rights in regard of them. In the event that the merchant denies, purchaser can
recuperate the merchandise.40

• Risk of Loss:

The standard is hazard follows possession. In an agreement of offer, since proprietorship passes
promptly to the purchaser the danger additionally passes. In a deal the misfortune falls on the purchaser,
despite the fact that the merchandise is under the ownership of dealer. In the event of a consent to sell
the misfortune falls on the dealer, even though the products are under the ownership of the purchaser.41

38
Al Jazeera Steel Products Co SOAG v MID India Power & Steel Ltd, (2012) 11 SCC 458: (2012) 114 AIC 1.
39
At https://www.owlgen.in/distinguish-between-a-contract-of-sale-and-an-agreement-to-sell/
(Last accessed 13 May, 2021)
40
Supra note 36.
41
Supra note 36.
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• Consequences of Breach:

In the event of breach of contract by the purchaser, seller can sue the purchaser at the contracted
cost of the products, however the merchandise actually be in the ownership of the dealer. It is
so in light of the fact that possession has passed to the purchaser. Be that as it may, if there
should be an occurrence of penetrate of a consent to sell by the purchaser, dealer can sue the
purchaser just for the harm and not the cost, since proprietorship has not passed to the
purchaser.

In the event of Breach of contract by the seller, the purchaser can sue for the recuperation of
the products just as for harms. Yet, in the event of penetrate of a consent to sell by merchant,
the purchaser can guarantee harms he can't request the conveyance of products.

• Right of Resale:

In an agreement to sell the dealer being as yet the proprietor he can discard the products as he
likes. The merchant can adequately pass on title in the merchandise to someone else and the
first purchaser can guarantee images from the dealer. The first purchaser has no rights against
the new purchaser or the products. In a deal, a vender who is in control of products, can't
exchange such merchandise in light of the fact that the property in merchandise is with the
purchaser. 42The first purchaser can sue and recuperate products as proprietor from the outsider.
He can likewise sue the vender for harms.43

42
United India Insurance Co Ltd v Jameela Beevi, (1991) 1 KLT 832: AIR 1991 Ker 380.
43
Supra note 36.
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4. CASE LAW ANALYSIS:

4.1. Cehave N.V. v. Bremer Handelsgesellschaft:

On account of Cehave N.V. v. Bremer Handelsgesellschaft44, the realities expressed that a
composed agreement to sell organic product pellets contained the express specification, "
shipment to be made in acceptable condition." truth be told, a portion of the pellets were not in
acceptable condition when sent. In any case, they were, on appearance, actually fit to be utilized
for the reason the purchaser proposed and in spite of the fact that they were worth short of what
45
they ought to have been, they might have been exchanged at a diminished expense.

The subject of law which emerged:

Initially was whether there is a penetrate of the condition?

Besides, regardless of whether the purchaser is qualified for disavow the agreement and reject
the products?

Subsequently it was held for this situation there was no penetrate of condition and the purchaser
was not qualified for renounce the agreement and to dismiss the products. In any case, the
purchaser is qualified for the harms.

The thinking behind the judgment was the vender was not in break of the suggested conditions
regarding the wellness and merchantable quality. The express specification in the agreement
was not a condition and its dealer's break had not been not kidding enough to go to the base of
the agreement. In this manner the purchaser is qualified distinctly for the harms.

4.2. Rowland v. Divall

Similarly on account of Rowland v Divall46 ,the realities expressed that Rowland purchased an
engine vehicle from Divall and utilized it for a very long time. Divall had no title to the vehicle,
and thusly, Rowland needed to give up it to the genuine proprietor. Rowland sued to recuperate
the all-out price tag that he had paid to Divall.

Subsequently the principle question of law,

First and foremost was whether there was a break of the condition?

44
Cehave N.V. v. Bremer Handelsgesellschaft, mbH; the Hansa Nord (1976) Q.B.44,
45
At https://blog.ipleaders.in/sale-agreement-sell/
(Last accessed 16 May, 2021)
46
Rowland v. Divall (1923) 2 K.B. 500
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Also, regardless of whether the purchaser is qualified for recuperate the absolute price tag.

In any case, it was held for this situation that there is a penetrate of the suggested condition
regarding the title on which the deal and consent to sell were based. Subsequently the purchaser
is qualified for recuperate the price tag in full, despite that he had utilized the vehicle for a very
long time. The reasoning behind the judgment was the thought with respect to the merchant
had completely bombed as there was a break of condition.

In this manner, the utilization of the vehicle that he had, was no important for the thought, that
he had contracted for, which was the property in and legal ownership of the vehicle, while what
he got was an unlawful belonging which presented him to the danger of an activity at the suit
of the genuine proprietor.47

47
Supra note 45.
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5. CONCLUSION:
Under Indian Sale of Goods Act 1930, section 4 (3) deals with the contract of sale and
agreement to sell, where it has been clarified that the agreement to sell also come under sale.

Sale and Agreement to sell, as successfully communicated, gives off an impression of being
under a comparable nonexclusive name at this point simultaneously it is to be treated under
different arrangements. Thusly in order to set up an arrangement there should be an agreement
conveyed or construed identifying with the possibility of things and fulfillment of the condition
would bring about going off the title in the very items contracted to be sold. These two thoughts
of offer and agree to bargain is itself an influential thought.

It doesn't restrict itself to the Indian Contract Act 1872 and Sale of Goods Act, 1930, just,
notwithstanding, it moreover reaches out to Transfer of Property Act 1882 and Motor Vehicles
Act 1988 too. In any case in order to include a significant consent to sell under this Act, there
should be steady and convincing evidence with respect to comprehension between the capable
skillful gatherings, the expense for the items and the death of the properties of the items.
Subsequently without the real trade of ownership in the product, by the merchant to the
purchaser, there can be no arrangement in any way shape or form.

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BIBLIOGRAPHY:
• Books:
Avtar Singh’s Law of Sale of Good, Eastern Book Company, Lucknow, 2021.
• Statutes:
The Sale of Goods Act, 1930
The Indian Contract Act, 1872.
• Authorities Cited:

Rowland v. Divall (1923) 2 K.B. 500

Cehave N.V. v. Bremer Handelsgesellschaft, mbH; the Hansa Nord (1976) Q.B.44

United India Insurance Co Ltd v Jameela Beevi, (1991) 1 KLT 832: AIR 1991 Ker 380.

Al Jazeera Steel Products Co SOAG v MID India Power & Steel Ltd, (2012) 11 SCC 458:
(2012) 114 AIC 1.

Uday Estate (p) Ltd v Schindler India (P) Ltd, 2018 SCC Online Del 7195.
RD Goyal v Reliance Industries Ltd., (2003) 1 SCC 81.
CST v P.N. Vijay Financial Services (P) Ltd, (2009) 23 VST 31 (CESTAT).
Williams v Williams, (1882) LR 20 Ch D 659, 664-65.
Doodeward v Spence,(1908) 6 CLR 406.

New India Sugar Mills Ltd. V CST, AIR 1963 SC 1207 and State of T.N. v Cement
Distributors(P) Ltd, (1973) 3 SCC 342.
Pfizer Corpn v. Ministry of Health, 1965 AC 512: (1965) 2 WLR 387 (HL).
East Midlands Electricity Board v Grantham, 1980 CLY 271.
Read v Croydon Corpn, (1938) 4 AII ER 631.
(1857) E & B 885: 119 Er 1476.
South Australian Insurance Co v Randell, (1869) LR 3 PC 101; M.P. Udhyog Nigam v Gwalior
Steel Sales Branch, AIR 1992 MP 215.
CIT v Motors and General Stores (P) Ltd., AIR 1968 SC 200.

Agricultural Market Committee v Shalimar Chemical Works Ltd., (1997) 5 SCC 516.
State of Gujarat v Ramanlal Sankalchand & Co, AIR 1965 Guj 60. J.D. Feltham, The United
Nations Convention on Contracts for the International Sale of Goods, [1981] JBL 346.
Madiammal v G. Chandrakantha, AIR 1977 Mad 209.
CIT v Hind Construction Ltd, (1972) 4 SCC 460.
HIP Bar (P) Ltd v State of Karnataka, 2019 SCC Online Kar 1729.

• E-Sources:

DIFFERENCE BETWEEN CONTRACT OF SALE AND AGREEMENT TO SELL 17

 LAW OF CONTRACTS -II PROJECT
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<https://www.owlgen.in/distinguish-between-a-contract-of-sale-and-an-agreement-to-sell/>

<https://keydifferences.com/difference-between-sale-and-agreement-to-
sell.html#:~:text=A%20contract%20of%20sale%20is,an%20example%20of%20Executory%
20Contract.&text=In%20the%20case%20of%20a,right%20to%20sell%20the%20goods.>

<https://blog.ipleaders.in/sale-agreement-sell/>

<http://www.legalserviceindia.com/legal/article-3252-difference-between-sale-and-
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<https://www.srdlawnotes.com/2017/01/distinction-difference-between-sale-and.html>

<https://accountlearning.com/sale-agreement-sell-meaning-differences/>

DIFFERENCE BETWEEN CONTRACT OF SALE AND AGREEMENT TO SELL 18