Basis
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Sale
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Agreement
to Sell
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I.
Definition
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Where under a contract of sale, the property
in the goods is transferred from the seller to the buyer (i.e. at once); the
contract is called a ‘sale’.
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where the transfer of the property in the
goods is to take place at a further time or subject to some condition
thereafter to be fulfilled, the contract is called an ‘agreement of sell’
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II.
Transfer of ownership
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Transfer of ownership of goods takes
place immediately.
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Transfer of ownership of goods is to take
place at a future time or subject to fulfillment of some condition.
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III.
Executed contract or Executory contract
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It is an executed contract because
nothing remains to be done.
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It is an Executory contract because
something remains to be done.
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IV.
Conveyance of property
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Buyer gets a right to enjoy the
goods against the whole world including seller.
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Buyer does not get such right.
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V.
Transfer of risk
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Transfer of risk of loss of goods
takes place immediately because ownership is transferred.
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Transfer of risk of loss of goods does not
take place because ownership is not transferred.
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VI.
Right of seller against the buyer’s breach
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Seller can sue the buyer for the
price, even though the goods are in his possession.
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Buyer can sue the seller for damages only.
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VII.
Rights of buyer against the seller’s breach
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Buyer can sue the seller for damages
and can sue the third party who bought those goods for goods.
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Buyer can sue the seller for damages only.
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VIII.
Effect of insolvency of seller having
possession of goods.
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Buyer can claim the goods from the
official receiver or assignee because the ownership of goods has transferred
to the buyer.
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Buyer cannot claim the goods, even when he
has paid the price because the ownership has not transferred to the buyer.
The buyer who has paid the price can only claim rateable dividend.
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IX.
Effect of insolvency of the buyer before
paying the price.
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Seller must deliver the goods to the
official receiver or assignee because the ownership of goods has transferred
to the buyer. He can only claim rateable dividend for the unpaid price.
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Seller can refuse to deliver the goods
unless he is paid full price of the goods because the ownership has not
transferred to the buyer.
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X.
Right in rem / personam
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It is a right in rem i.e.
right against the whole world.
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It creates a right in personam i.e.
right against a person.
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XI.
In risk of destruction of goods.
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Buyer has to bear the risk even if
possession is with the seller as ownership has passed.
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Seller has to bear the risk, even if
possession is with the buyer, as ownership has not passed.
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