Page 131 - DMGT407Corporate and Business Laws

Corporate and Business Laws

Notes to the buyer, resell the goods and convey a valid title to another buyer, though no notice
of resale has been given to the original buyer.
7. Exceptional cases under other Acts: There are some exceptions under other laws. These
are: (i) Sale by a finder of lost goods under certain circumstances shall be valid against the
true owner (s.169, Indian Contract Act, 1872). A finder of goods, may sell them (a) if the
owner cannot, with reasonable diligence, be found, or (b) if found, he refuses to pay lawful
charges of the finder, or (c) if the goods are in the danger of perishing or of losing the
greater part of their value, or (d) if the lawful charges of the finder in respect of the goods
found, amount to 2/3 of their value. (ii) Sale by a pawnee or pledgee under s. 176 of the
Indian Contract Act, 1872, (iii) Sale by an Official Assignee or Receiver under the Presidency
Towns Insolvency Act or Provincial Towns Insolvency Act. (iv) Sale by Liquidator under
the Companies Act, 1956.

Self Assessment

Fill in the blanks:
9. Section 27 lays down a general rule as to transfer of title, that is, it is only the ……………of
goods who can transfer a good title.
10. A person who, in good faith, buys goods from a ……………or an auctioneer will get a
good title to them, even though the seller has exceeded the authority.

5.6 Performance of a Contract of Sale of Goods

The contract of sale of goods is to be performed. In this context, Ss.31-44 provide for the duties of
the seller and the buyer and the rules regarding delivery of goods.

5.6.1 Duties of the Seller and the Buyer

It is the duty of the seller to deliver the goods and of the buyer to accept and pay for them, in
accordance with the terms of the contract of sale (s.31). However, no delivery need be given, if
the buyer is not willing to pay the price, nor need the buyer pay the price, unless the seller is
ready and willing to give delivery, as unless otherwise agreed, delivery and payment of price
are concurrent conditions (s.32).

The seller has the duty of giving delivery of goods according to the (i) terms of the contract, and
(ii) rules contained in the Act. The buyer of the goods has the duty to pay for the goods, accept
delivery and pay compensation to the seller in case he wrongfully refuses to accept delivery.

5.6.2 Delivery

Delivery is defined as a voluntary transfer of possession from one person to another [s.2(2)].
Section 33 provides that delivery of goods sold may be made by doing anything which the
parties agree shall be treated as delivery or which has the effect of putting the goods in the
possession of the buyer or of any person authorised to hold them on his behalf. Therefore, any
other act, in addition to transfer of physical possession, which the parties agree to treat as
equivalent thereto, has the effect of delivery.

The delivery of goods therefore, may be actual, symbolic or constructive. In the case of the actual
or physical delivery the possession of the goods is handed over by the seller to the buyer. In the
case of symbolic delivery, it is made by delivering some symbol that carries with it the real
possession or control over the goods, e.g., delivery of a railway receipt properly endorsed, or

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