The whole object of sale of goods is to transfer property from one person to another

The whole object of sale of goods is to transfer property from one person to another. Illustrate & Explain

Introduction:

Sales of goods mean a contract between the seller and the buyer, where transfer the property from the seller to buyer. This contract is always created based on negotiation. Here actually negotiation between buyer and seller for price in terms of specific goods and service.

Terms and condition for Sales of goods:

· Buyer and seller:

For selling goods and property there should have to have two parties. Selling and buying goods or property is not possible by only one parties.

For example: Mr. Anik sells the shop to Mr. Ashik. Here Mr. Anik is seller and Mr. Ashik is buyer. At the same time one party is transferring property to other party.

· Goods:

Every kind of immovable and movable except those properties which are actionable claim means those properties can be enforced by legal action.

For example: Mr. anik is selling his shop to Mr. ashik for taka five million. In this case shop is immovable property. So it is a contract for selling this shop.

· Transfer of ownership:

To establish sell contract the seller must transfer property or agree to transfer property ownership to buyer for which seller made an agreement with the buyer. So tenure and ownership both will be transferred.

· Sale :

When seller immediately transfers the ownership and tenure of the goods to buyer it is called contract of sell.[2]

For example: ashik buys the shop from anik and pays the whole price to anik. It is sale.

· Agreement to sell:

Agreement means mutual understanding between two eligible parties to transfer of the ownership of property in future. It is basically an agreement to give and take between both parties.

· Valid contract:

Contract between the seller and the buyer should have to be valid. The principles of valid contracts are applicable to sell of contract.

“Sales of goods act 1979 (UK)” Definition of sales of goods

Sales of goods act in the United Kingdom (1979), is called the father of sales of goods acts through out the whole world especially in English speaking world. Definition of contract of sales at SECT.2 (1) as follows:

“A contract of sale of goods is a contract by which the seller transfer or agree to the property in goods to the buyer for a money consideration, called price”

“The transfer of property act 1882” Definition of transfer of property

“Sale is a transfer of ownership in exchange for a price paid or promised or part-paid and part promised”

The most usual way of achieving an ownership or interest in property is as the result of agrees mental transaction with the owner of that property like sale.

Sale of goods act 1930

The sale of goods act 1930 is an act to define and improve the law relating to the sale of goods. It is also provide direction of the contracts relating to sale of goods.[3] The sale of goods act 1930 came into the action on first July 1930. The provisions of this act implied to the whole of India except the state of Jummu and Kashmir. Certain minor amendments where made in this Act in 1963.[4] Sales of goods act is based on the old mercantile law. These sales of goods act is additional steps of contract law. This law is called special contract.

There are few basic requirements for sales of goods act those are:

· Offer acceptance from both parties

· Mutual consent

· Parties competent to contract

· Legally enforceable contract

· Consideration

· Lawful object etc…….

Differences between sale and agreement of sale:

According to Sale of goods act 1930

1. Transfer of property: (section 4)

In terms of sell the property in goods immediately shifted to the buyer at the time of making contract between two parties. But in terms of “agreement to

Sell” there is no immediate transfer of property from the seller to buyer.

2. Risk of loss: (section 26)

The general rules for risk of loss are unless otherwise agreed it is transferred to the buyer. In case of sale, if the goods are destroyed the loss falls on the buyer. On the other hand in case of an agreement to sale where the ownership in the goods is yet to pass from the seller to the buyer, such loss has to e carried by the seller even though the goods are in the possession of the buyer.

3. Insolvency of buyer before he pays for the goods:

In a sale if the buyer is adjudged insolvent before he pays for the goods, the seller, in the absence of a “right of lien” over the goods, must deliver the goods to the official’s person. But in an agreement to sell, in these circumstances, the seller may refuse to deliver the goods to the official receiver unless until paid for, because ownership has not passed to the buyers.

4. Consequence of infringement:

In case of sell if the buyer refuses or neglects to pay goods price to seller, the seller can sue against buyer for the price, even though products are still in seller possession. On the other hand incase of agreement to sell, if the buyer fails to accept or refuse to pay refuse to pay money for products, the seller can only sue for the damage and not for the price even though the products under in the possession of buyer.

5. Right of resale: (section 30)

In a sale, the property is with the buyer and such the seller cannot resale the goods after selling to a buyer. If the seller does anything like that the buyer can sue against the seller. If seller does so, the original came to know that the previous sale does not acquire a title to the goods. The buyer can get the products from the third party and sue against the seller for violating the contract between them.

Sale of goods act 1930 (transfer of ownership in case of unascertained goods)

v Unascertained goods:

Under the section of 18 the sales of goods act, are not transferred unless the goods are ascertained. At the time of contract of sale these goods are not specifically identified. It is identified and is set apart for the purpose of delivering to the buyer.

v The intention of the parties :

Under section 19 the transfer of ownership depends upon the intention of both the parties. Parties fixed the times when the ownership transfer from the seller to the buyer.

Transfer of ownership in case of specific goods (section 20-22)

a) Specific goods (section20):

At the time of making contract between both parties, then the ownership transfer from the seller to the buyer, when goods are deliverable to other. [5]

b) When seller has something to do (section21)

In case of contract of sell of specific goods and if goods are not in such condition to deliver to the buyer on that time, because seller have to do few more work to put the goods in a deliverable state. In these types of situations ownership does not transfer until such thing is done by the seller and buyer has known about it.[6]

c) When goods are to be tested and measured (section 22):

In case of a contract of sale of specific goods and goods are in a deliverable state but, the seller has to measure, test, weight or perform some other act or thing with reference to the goods for ascertaining the price, the ownership does not transfer until such act or thing is done and the buyer has noticed thereof.[7]

d) Deliverable state:

Goods are said to be in a deliverable state, when they are in such state that the buyer would under the contract be bound to take delivery of them.

For example: on 14^th April readymade garments products lying on the seller storeroom were sold to buyer. Both of them agreed that the price as to be paid on 2^nd may, all the readymade products will remain on the seller’s land till 25^th may and no products was to be removed till price was paid. Then all the readymade products destroyed by the fire. Held the property in the storeroom had passed on the making of the contract and buyer must bear the loss.

Transfer of ownership in case of sell on approval

In case of sale on approval, the ownership to the buyer is transferred in three ways those are:

· When goods are accepted by the buyer from the seller.

· If the buyer fails to return the products within specific time, which is mentioned in the contract.

· Any kinds of act performed by the buyer, which indicate acceptance of the buyer of that product.

Sale of goods act 1979 (UK)

The sales of goods act passed by the parliament of the United Kingdom which regulates UK commercial law and English contract law in respect of goods that are sold and bought by the seller and the buyer. The act use to sell contracts property in goods is transferred or agreed to be transferred for a monetary consideration. On the other word we can say own property in personal possession is sold.

Transfer of ownership according to sale of goods act 1979 law is

“For transferring ownership from the seller to the buyer the first condition is the goods must be ascertained. On the other hand transfer of ownership for unascertained goods is not possible. Transfer would be possible when those unascertained goods turned into ascertained goods.”

Property passes when intended to pass (section17)

1) When there is a contract between two parties for the sell of specific goods, those goods will transfer to the buyer at such time as the parties agreed to the contract.

2) For the purpose of ascertaining the intention of the parties regard shall be had to the terms of the contract, the conduct of the parties and the circumstances of the case.[8]

Rules for ascertaining intention (section18)

Rule1. In terms of unconditional contract for the sale of goods in a deliverable state transfer of ownership passes from the seller to buyer when the contract is made.

Rule 2. Where there is a contract for the sell of specific goods and the seller have to perform more for the purpose of making those goods deliverable, the property does not pass until the thing is done.

Passing of risk (section20)

1) Unless both the parties agreed that seller will bear all the risk related with the property until it is transferred to the buyer. But when the property transferred to the buyer the goods are at buyer risk whether seller has been made delivery or not.

2) When delivery has been delayed because of the fault of either seller or buyer the goods are at the risk of the party at fault as regards.

Uniform commercial code:

The Uniform commercial code or UCC code, it was first published in United States in 1952. It is used in all 50 states within the United States of America. It is one of a number of uniform acts that have been promulgated in conjunction with efforts to harmonize the law of sales and other transaction.[9] The main objective of this act is to harmonize state law, it is important because of the prevalence of commercial transaction that extends beyond one state.

The American uniform commercial code distinguishes between different types of sales in terms of different types of contracts and the transfer of ownership. Like it distinguishes between contract for sale, contract to sell goods at a future time, present sale and sale.

Transfer of ownership (article2 UCC sales)

1) A purchaser of goods gain all title which his transferor had or had power to transfer except that kind of condition when a purchaser of a limited interest acquires rights only to the extent of the interest. Person who has voidable title only has the power to transfer ownership of a good title to a buyer for price. Person who doesn’t have any voidable title can not transfer the ownership to other because it is not valid contract. When goods have been delivered by the transferor under a contract of the purchase the buyer has such power even though:[10]

“Contract for sale includes both a present sale of goods and a contracts to sell goods at future time. A sale consists in the passing of title from the seller to the buyer for a price.[11] A present sale means a sale which is accomplished by the signing of the contract”

· The seller was misleading as to identify of the purchaser.

· Both parties agreed that the transaction was to be a cash sale.

· The delivery occurred was in exchange for a check which is later dishonored.

· The delivery was procured through fraud punishable as larcenous under the criminal law.

2) Any confiding of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all the rights to entrust to a buyer in ordinary course of business.

3) The rights of the purchasers of goods and of lien creditors are governed by the articles on secured transaction.

United nation convention on contracts for the international sale of goods:

This convention held in Vienna, Austria in 1980. This is international sales law which is ratified by 79 countries among all the United Nations. This is account for significant proportion of world trade, making it one of the most successful international uniform laws for all the countries.

Sale of goods (article 25-88)

Into his article it is talked about:

· Sale of goods

· Obligation of the seller

· Obligation of the buyer

· Passing of risk

· Obligation common to both buyer and the seller

The CISG defines the duty of the seller as well as the buyer. Seller starting the obvious, that the seller must deliver the goods. Then transfer the property in the goods as mentioned in the contract to actual buyer. At the same time should have to hand over all the supporting documents to them which are related with the contract.

Then the duty of the buyer is to take all steps which could reasonably be expected, to take delivery of the goods and pay for them.

Greek law for sales of goods

The contract of sell is bilateral and at the same time promissory, resulting in the creation of rights and obligation under the law of obligation. In particular the seller accepts obligations to transfer the property on the goods without any defects and deliver them to the buyer, while the buyer undertakes the obligation to pay the agreed purchase price to the seller.

Civil law for sales of goods

The civil law also recognizes the distinction between sale and the agreement to sell.

1582 c.c (France)

“Sale is an agreement by which one party oblige himself to transfer ownership of goods and other oblige himself to pay for it”

1583 c.c (France):

“It is perfected between the parties and the property is acquired by the purchaser as regards the seller, as soon as they have agreed on the thing and the price although the thing be not yet delivered or the price paid”

Conclusion

The basic and paramount principle of sale of goods continues to be the intention of the both parties, where one party sells the goods to other party. Here the main thing is transfer of ownership from one person o another. Transferring the ownership is the main objective of sale of goods. But sometimes instant transfer is not possible in terms of few situations like when both parties make contract for selling unascertained goods and sometimes when seller have to do something with the goods like measure weight etc. But whatever the situation is transfer of property from one person to another should occur either today or tomorrow.

References

Act no IV of 1882

Article2 (UCC code)

Artice9 (UCC code) s

Article (25-88) CISG

http://studypoints.blogspot.com/2011/08/define-sales-of-goods-act-and-discuss_7071.html

Sales of goods act 1923 sect5

http://www.austlii.edu.au/au/legis/nsw/consol_act/soga1923128/s5.html

Section.4. Mercantile Law: the sales of goods act-1930

Section16 (sales of goods act 1979)

Section17 (sales of goods act 1979)

Section 18 .The sales of goods act-1930