Sale and Agreement to sell are two different things. the legal incidents of the two are vastly different. the basic different has been given under section 4 (3) of the Sale of Goods Act 1930.
According to Section 4(3) where under contract of sale the property in goods transferred from the seller to buyer the contract is called sale, Transfer of Property in goods take place at future time are subject to some condition there after to be fulfilled the contract is called an agreement to sell.
Points of difference
Following are the differences between sale and agreement to sell.
| Agreement to sell | Sale |
|---|---|
| An agreement to sell is a contract purely and simple. | A sale is contract plus conveyance. |
| In a agreement to sell a jus in personam is created. | Where as by a sale jus in rem is created. |
| Agreement to sell is contract to buy the goods in future, it doesn’t create ownership. | Sale makes the buyer owner of the goods. |
| Property passes later. | In sale property passes immediately to buyer |
| In agreement to sell risk remains with seller. | In sale, risk is with buyer because property has passed to buyer. |
| Seller has no right recover the price in case of default. | The seller has right to recover the price of goods. |
| Buyer can only sue for damages for beach of contract. | Buyer can sue for deliver of goods. |
| The original buyer cannot recover the goods. | Buyer can follow the goods in the hands of second buyer. |
| Agreement to sell can be converted to sale, when the condition is fulfilled or elapse of time. | Sale can’t be converted into agreement to sell. |
