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Sale

Sale how made.—

Such transfer, in the case of tangible
Section 54. “Sale” immoveable property of the value of
defined.— one hundred rupees and upwards, or
in the case of a reversion or other
‘‘Sale” is a transfer of intangible thing, can be made only by
a registered instrument. In the case of
ownership in tangible immoveable property of a
exchange for a price value less than one hundred rupees,
such transfer may be made either by
paid or promised or a registered instrument or by delivery
of the property. Delivery of tangible
part-paid and part- immoveable property takes place
promised. when the seller places the buyer, or
such person as he directs, in
possession of the property.
Contract for sale.—
A contract for the sale of immoveable property is a contract that a sale of such property
shall take place on terms settled between the parties. It does not, of itself, create any
interest in or charge on such property.
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Essential elements of sale:

the parties,
the subject matter,
the transfer or conveyance, and
the price or consideration.

Price
Price is of the essence of a contract of sale. When no price is mentioned in the contract of sale, the contract
becomes unenforceable as law does not imply a contract of sale by reasonable price. It is sufficient if the
contract specifies definite means of ascertaining the price or a way of determining reasonable price, to
validate of contract.
The Payment of price is also not necessarily a sine qua non to the completion of a sale.

Price is the money consideration as used in the sense in Sale of Goods Act, 1930 by definition given in sec 2
and as per section 77(h) of the Contract Act.

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A sale of immoveable property for a sum was paid by cheque, but the
cheque was dishonoured. Is there a valid transfer?

A purchaser agrees to pay consideration at the time of execution and

registration, but failed to do so. Determine the validity.

The parties contracted to convey a property by registration. Can we assume

that the sale is complete as soon as the registration is done, even if it is
without any payment made till the time. Can the party nullify the
contract for want of payment?

“There are two modes by which transfer by sale can be

effected. By registered instrument and by delivery of
possession”

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(In)tangible immovable property!

Tangible property- is something capable of being touched and

therefore capable of being possessed (land, building, machinery).
The phrase ‘reversion or other intangible thing’ means the
various interests which are included under the head of intangible
property without involving possession; for example a vested
interest. The contrast is between the estate of one who is
possessed of land, the intangible thing, and that of a man who
has the mere right, the intangible thing, without possession of
anything tangible.

How is Sale different from

Exchange
If one of the item transferred is money, then the transaction is not an
exchange, but a sale. In exchange the transfer of ownership of one thing is
not one of price paid or promised, but for transfer of another thing in return.
Likewise, there cannot be an exchange if the parties are not the same.

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Though the formalities of sale are made applicable to

exchange under section. 118, but it does not mean that all
the requirements of sec 54 should apply to exchange.

For eg., a transfer of land in return for work done in clearing

the land or digging a well is not a sale, or a life interest in
discharge of claim for maintenance, nor an exchange or gift
is a sale.

A transfer of a life interest in land in discharge of a claim for

maintenance has been held to be not a sale, nor an
exchange or a gift. Similarly, a transfer of land in satisfaction
of a wife’s claim for dower is not a sale.

A transferred to B a house worth 10 lakh and

B transferred a field to A worth 8 lakh and 2
lakh in money.
Is it a sale or an exchange?

(Ismail Shah v. Saleh Mohammed (1926) 86

I.C. 266)

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Sec 55-Rights and Liabilities of

Buyer and Seller
In the absence of a contract to the contrary, the buyer and the
seller of immoveable property respectively are subject to the
liabilities, and have the rights, mentioned in the rules next
following, or such of them as are applicable to the property
sold:—
➜ (1) The seller is bound—(a) to disclose to the buyer any
material defect in the property 1[or in the seller’s title
thereto] of which the seller is, and the buyer is not,
aware, and which the buyer could not with ordinary
care discover;
➜ (b) to produce to the buyer on his request for
examination all documents of title relating to the
property which are in the seller’s possession or power;
➜ (c) to answer to the best of his information all relevant
questions put to him by the buyer in respect to the
property or the title thereto;
➜ (d) on payment or tender of the amount due in respect
of the price, to execute a proper conveyance of the
property when the buyer tenders it to him for execution
at a proper time and place;

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➜ (e) between the date of the contract of sale

and the delivery of the property, to take as
much care of the property and all documents
of title relating thereto which are in his
possession as an owner of ordinary prudence
would take of such property and documents;
➜ (f) to give, on being so required, the buyer, or
such person as he directs, such possession of
the property as its nature admits;
➜ (g) to pay all public charges and rent accrued
due in respect of the property up to the date
of the sale, the interest on all encumbrances
on such property due on such date, and,
except where the property is sold subject to
encumbrances, to discharge all encumbrances
on the property then existing.

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(2) The seller shall be deemed to contract with the buyer that the interest
which the seller professes to transfer to the buyer subsists and that he has
power to transfer the same: Provided that, where the sale is made by a
person in a fiduciary character, he shall be deemed to contract with the
buyer that the seller has done no act whereby the property is encumbered
or whereby he is hindered from transferring it. The benefit of the contract
mentioned in this rule shall be annexed to, and shall go with, the interest of
the transferee as such, and may be enforced by every person in whom that
interest is for the whole or any part thereof from time to time vested.

(3) Where the whole of the purchase-money has been paid to the seller, he
is also bound to deliver to the buyer all documents of title relating to the
property which are in the seller’s possession or power: Provided that, (a)
where the seller retains any part of the property comprised in such
documents, he is entitled to retain them all, and, (b) where the whole of
such property is sold to different buyers, the buyer of the lot of greatest
value is entitled to such documents. But in case (a) the seller, and in case
(b) the buyer, of the lot of greatest value, is bound, upon every reasonable
request by the buyer, or by any of the other buyers, as the case may be,
and at the cost of the person making the request, to produce the said
documents and furnish such true copies thereof or extracts therefrom as he
may require; and in the meantime, the seller, or the buyer of the lot of
greatest value, as the case may be, shall keep the said documents safe,
uncancelled and undefaced, unless prevented from so doing by fire or
other inevitable accident.
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(4) The seller is entitled—(a) to the rents and profits of the property till the ownership thereof passes to the buyer;
(b) where the ownership of the property has passed to the buyer before payment of the whole of the purchase-money,
to a charge upon the property in the hands of the buyer, 1[any transferee without consideration or any transferee with
notice of the non-payment], for the amount of the purchase-money, or any part thereof remaining unpaid, and for
interest on such amount or part 1[from the date on which possession has been delivered].

(5) The buyer is bound—(a) to disclose to the seller any fact as to the nature or extent of the seller’s interest in the
property of which the buyer is aware, but of which he has reason to believe that the seller is not aware, and which
materially increases the value of such interest;
(b) to pay or tender, at the time and place of completing the sale, the purchase-money to the seller or such person as
he directs: provided that, where the property is sold free from encumbrances, the buyer may retain out of the purchase-
money the amount of any encumbrances on the property existing at the date of the sale, and shall pay the amount so
retained to the persons entitled thereto;
(c) where the ownership of the property has passed to the buyer, to bear any loss arising from the destruction, injury or
decrease in value of the property not caused by the seller;
(d) where the ownership of the property has passed to the buyer, as between himself and the seller, to pay all public
charges and rent which may become payable in respect of the property, the principal moneys due on any
encumbrances subject to which the property is sold, and the interest thereon afterwards accruing due.

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(6) The buyer is entitled—(a) where the ownership of the property has passed to him, to the benefit of
any improvement in, or increase in value of, the property, and to the rents and profits thereof;

(b) unless he has improperly declined to accept delivery of the property, to a charge on the property, as
against the seller and all persons claiming under him, 2[* * *] to the extent of the seller’s interest in the
property, for the amount of any purchase-money properly paid by the buyer in anticipation of the delivery
and for interest on such amount; and, when he properly declines to accept the delivery, also for the
earnest (if any) and for the costs (if any) awarded to him of a suit to compel specific performance of the
contract or to obtain a decree for its rescission. An omission to make such disclosures as are mentioned
in this section, paragraph (1), clause (a), and paragraph (5), clause (a), is fraudulent.

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Principle

The rules that apply to this section is based on the latin maxim Caveat emptor,
Qui egnorare non debuit quod jus alienum emit, which means, let the
purchaser, who ought not to be ignorant of the amount and nature of the interest
which he is about to buy, exercise proper caution.

If there is no contract to the contrary, the rights and liabilities of the seller and
purchaser are those set out in the section. Any intervention through contractual
terms should be clear and unambiguous, though may be express or implied.

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Exchange (Section 118-121)

118. “Exchange” defined.—When two persons mutually transfer the

ownership of one thing for the ownership of another, neither thing or both
things being money only, the transaction is called an “exchange”. A
transfer of property in completion of an exchange can be made only in
manner provided for the transfer of such property by sale.

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If A mortgages X and Y to B and then A transfers the equity of redemption in X to B in consideration of

B transferring his mortgagee’s right in Y to A, the transaction is on exchange.
Likewise, if A and B are joint owners of X and B sole owner of Y, and A transfers his share in X to B in
consideration of B transferring Y to A the transaction has been held to be an exchange.

A transfer by a husband to a wife in discharge of her claim to maintenance is not an exchange, as the
wife transfers no ownership in anything. Similarly, if the lessee surrenders a lease and the landlord grants
him a lease of another property, the transaction is not an exchange.

Exchange involves a reciprocal transfer of two things, it matters not that money is paid for bringing about
an equality of exchange, for the section requires that neither thing shall be money only.

The mode of transfer is the same as in the case of sales. Therefore, in the case of immoveable property
the rules under sec 54 as to registration or delivery of possession shall apply.

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Sec 119. Right of party deprived of thing received in exchange.—

If any party to an exchange or any person claiming through or under such party is by reason of any defect in
the title of the other party deprived of the thing or any part of the thing received by him in exchange, then,
unless a contrary intention appears from the terms of the exchange, such other party is liable to him or any
person claiming through or under him for loss caused thereby, or at the option of the person so deprived, for
the return of the thing transferred, if still in the possession of such other party or his legal representative or a
transferee from him without consideration.

The section has been widened; it provides not only for the rights of the party deprived, but of his transferee.
The rights are also made subject to a contrary intention apparent from the terms of the exchange. Under this
section the right to a return of the thing transferred is limited to cases where the thing is still in the possession
of the other party or his legal representative or his donee.

The remedy is similar to that for breach of an undertaking as to title under sec 14 of the Indian Sale of Goods
Act or that for breach of an implied covenant for title under sec 55 (2). The party aggrieved may either rescind
or claim compensation.

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In a case where the covenant in the deeds of exchange was: “If any claim or dispute arises I
hereby bind myself to settle it. If I do not so get the dispute settled I hereby bind myself to pay
an amount not exceeding Rs 4,014 – 8 -6 at the rate of Rs1-4-0 per kuli of land for lands which
go out of your possession.” [Subramania Ayyar v. Saminatha (1898) 21 Mad 69]

Can the covenant exclude the plaintiff’s right under this section to recover the land he had
transferred to the defendant?

S. 120 Rights and Liabilities of parties. Save as otherwise provided in the Chapter, each party
has the rights and is subject to the liabilities of a seller as to that which he gives, and the rights
and is subject to the liabilities of a buyer as to that which he takes.
The rights and liabilities are as per sec 55 of this act. And where the subject matter of the
exchange is moveable property then the rules in the Sale of Goods Act, 1930 would apply.

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S. 121 Exchange of Money. On an exchange of money, each party thereby warrants the
genuineness of the money given by him.

Money here includes not only coins, but also currency notes.
In an exchange of money there is no occasion for a warranty of title,
as the title to money passes by mere delivery to one who receives it honestly.
(forged bank notes/ stolen goods/ worthless cheque)

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Gift

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Sec. 122 “Gift” defined.—“Gift” is the transfer of certain existing moveable or

immoveable property made voluntarily and without consideration, by one person, called the
donor, to another, called the donee, and accepted by or on behalf of the donee.

Acceptance when to be made.—Such acceptance must be made during the lifetime of the
donor and while he is still capable of giving. If the donee dies before acceptance, the gift is
void.

Gifts are : Gifts inter vivos/ Gifts mortis causa/ Gifts by will.

Gifts mortis causa is excluded from the ambit of this section by sec. 129 and Gifts by will
are matter of Succession Act. Hence, Gifts Inter vivos are the prime concern of this section.

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Elements of Gift

Elements of Gifts are 1. The absence of consideration 2. The Donor 3. The Donee 4. The
subject-matter 5. The Transfer 6. The acceptance.

“Gifts are always gratuitous grants made upon some consideration or equivalent” Voluntariness
denotes unfettered will and not “without consideration”.

A transfer in consideration of an expectation of spiritual and moral benefit, or in consideration

of natural love and affection is a gift, for such consideration is not that is contemplated as
consideration under Indian Contract Act.

Whether a gift undertaking the liability of the donor can be considered gratuitous and can be a
gift?

Can a settlement on a wife of a gift could be valid although the marriage proves to be invalid.

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Where a donor needs to be competent and capable to enter into a contract but a done need
not be a competent person as gift may be accepted by or on behalf of a person who is not
competent to contract. A minor may there fore be a donee, but if the gift is onerous, the
obligation cannot be enforced against him while he is a minor.

A gift was accepted by the representative of the donee after he passed away, can the gift be
considered as valid.
“I hereby make a gift of the land” Is this statement valid.
“I gift this chocolate to the entire class” Is this gift valid.
“When ever I get 1 Million dollars I will gift you the money.” Is the gift valid.

The subject matter of the gift may be land or actionable claims. It must be transferable under
sec 6.
A gift of a right of management is valid, but a gift of the future revenue is invalid.

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Acceptance of Gift

In English law express acceptance is not necessary, although it recognizes that it

requires the assent of both minds to make a gift as it does result in a contract, yet it will
readily infer that a man will accept what is for his benefit.

In Hindu law the position between Dayabhaga and Mitakshara school diverge, where the
Dayabhaga school holding that acceptance is not necessary and Mitakshara holding the
contrary. This section now modifies the position of Dayabhaga School.

In India otherwise the acceptance under this section need not be express. The acceptance
may be inferred, and it may be proved by the donee’s possession of the property, or even
by the donee’s possession of the deed of gift.

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123. Transfer how effected.—For the purpose of making a gift of immoveable property, the
transfer must be effected by a registered instrument signed by or on behalf of the donor, and
attested by at least two witnesses.

For the purpose of making a gift of moveable property, the transfer may be effected either by a
registered instrument signed as aforesaid or by delivery.

Such delivery may be made in the same way as goods sold may be delivered.

A gift of immovable property can only be made by a registered instrument. A deed cannot be
dispensed with even for a property of small value, as in the case of a sale. A further precaution
of attestation by two witnesses is required. Hence, even if the donee is put in the possession of
immoveable property, a gift is invalid without registered instrument. The doctrine of part
performance will not apply to gifts.
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But twelve year’s possession under an oral gift will perfect title by prescription.

Registration in this section does not mean registered in the lifetime of the donor. If the other conditions to
the validity of the gift are complied with, neither the death of the donor nor his express revocation is a
ground for refusing registration.

Registration will not perfect an imperfect gift if any of the essential ingredients of a gift are lacking; and on
the other hand title cannot pass without there being a registered deed of gift.

Whether donor may revoke gift after delivery of deed and before registration.?

When the instrument of gift has been handed by the donor to the donee and accepted by him, the former
has done everything in his power to complete the donation and to make it effective. Registration does not
depend upon his consent, but is a mere act of an officer appointed by law for the purpose.

Where the gift deed was deposited with the registrar, but was taken away by murdering the registrar, it
was held that the gift was completed and could not be superseded by a subsequent registered deed.

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124. Gift of existing and future property.—A gift comprising both existing and future
property is void as to the latter.

There cannot be a gift of future property, for such a gift can only be a promise, and a
promise not supported by consideration is invalid as a contract. Accordingly the definition
of gift under sec 122 is limited to existing property.

A gift of existing property is not invalid as to the property because it also professes to
include future property. Similarly an unregistered deed of gift of actionable claims and of
immoveable property was held to be valid as to the former but void as to the latter.

125. Gift to several of whom one does not accept.—A gift of a thing to two or more
donees, of whom one does not accept it, is void as to the interest which he would have
taken had he accepted.
The refusal of one will not prevent the gift taking effect as regards the share of the others.
This section applies in case of two or more donees as tenants in common.
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126. When gift may be suspended or revoked.—The donor and donee may agree that on the
happening of any specified event which does not depend on the will of the donor a gift shall be
suspended or revoked; but a gift which the parties agree shall be revocable wholly or in part, at
the mere will of the donor, is void wholly or in part, as the case may be. A gift may also be
revoked in any of the cases (save want or failure of consideration) in which, if it were a contract, it
might be rescinded. Save as aforesaid, a gift cannot be revoked. Nothing contained in this section
shall be deemed to affect the rights of transferees for consideration without notice.

Illustrations(a) A gives a field to B, reserving to himself, with B’s assent, the right to take back
the field in case B and his descendants die before A. B dies without descendants in A’s lifetime. A
may take back the field.
(b) A gives a lakh of rupees to B, reserving to himself, with B’s assent, the right to take back at
pleasure Rs. 10,000 out of the lakh. The gift holds goods as to Rs. 90,000, but is void as to Rs.
10,000, which continue to belong to A.

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If an absolute gift is made, subject to a condition restricting alienation the condition would
be void. But a condition reserving the profits to the donor for life is not repugnant. A gift
may be subject to a condition precedent under se. 21, and there is no transfer and no gift
unless and until the condition is fulfilled. If the condition precedent is impossible or illegal
or immoral the gift fails.

A gift by a father of an annuity to his daughter, if she lives apart from her husband is void,
but a gift to two sisters on condition of their living apart is valid.

A gift may be subject to a condition subsequent under sec. 31 and then the gift fails and
property revests in the donor if the condition is not fulfilled.

A gift is made of my entire property to D. Later D is required to bear my liabilities. Can D be

forced to bear the liabilities.
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Thank You

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TIMELINE

Blue is the colour of the Red is the colour of danger Black is the color of ebony Yellow is the color of gold, White is the color of milk Blue is the colour of the
clear sky and the deep sea and courage and of outer space butter and ripe lemons and fresh snow clear sky and the deep sea

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

Yellow is the color of gold, White is the color of milk Blue is the colour of the Red is the colour of danger Black is the color of ebony Yellow is the color of
butter and ripe lemons and fresh snow clear sky and the deep sea and courage and of outer space gold, butter and ripe
lemons

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ROADMAP

Blue is the colour of the Red is the colour of danger Black is the color of ebony
clear sky and the deep sea and courage and of outer space

1 3 5

2 4 6

Yellow is the color of gold, White is the color of milk Blue is the colour of the
butter and ripe lemons and fresh snow clear sky and the deep sea

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GANTT CHART

Week 1 Week 2

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Task 1

Task 2 ◆

Task 3

Task 4 ◆

Task 5 ◆

Task 6

Task 7

Task 8

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SWOT ANALYSIS

STRENGTHS WEAKNESSES
Blue is the colour of the Yellow is the color of
clear sky and the deep gold, butter and ripe
sea lemons

Black is the color of White is the color of milk

ebony and of outer space and fresh snow
OPPORTUNITIES THREATS

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BUSINESS MODEL CANVAS

Key Partners Key Activities Value Propositions Customer Relationships Customer Segments
Insert your content Insert your content Insert your content Insert your content Insert your content

Key Resources Channels

Insert your content Insert your content

Cost Structure Revenue Streams

Insert your content Insert your content

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FUNNEL

AWARENESS Insert your content

DISCOVERY Insert your content

EVALUATION Insert your content

INTENT Insert your content

PURCHASE Insert your content

LOYALTY Insert your content

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TEAM PRESENTATION

Imani Jackson Marcos Galán Ixchel Valdía Nils Årud

JOB TITLE JOB TITLE JOB TITLE JOB TITLE
Blue is the colour of the clear Blue is the colour of the clear Blue is the colour of the clear Blue is the colour of the clear
sky and the deep sea sky and the deep sea sky and the deep sea sky and the deep sea

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COMPETITOR MATRIX
HIGH VALUE 2

Competitor
Compet
itor
Our company

Competitor

HIGH VALUE 1
LOW VALUE 1

Competitor

Competitor Competitor

LOW VALUE 2
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WEEKLY PLANNER

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