Passing of property in goods determines sales tax liability; separate purchase and resale transactions were distinct sales.

A transaction constitutes a sale for sales tax purposes when property in the goods passes, not merely when there is an agreement to sell future goods. On the facts, the assessees bought goods from mills and then separately sold the ascertained goods to third parties; the documents showed them as buyer in the first arrangement and seller in the second, with delivery postponed and payment made against mill letters. The kucha delivery order was treated as an instruction for delivery, not a mere assignment of a chose in action. The court therefore treated the arrangements as two distinct sales, making the second sale taxable and rejecting the claim that only one sale occurred.

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Issues: Whether the transactions between the assessees and the mills, and the assessees and the third parties, constituted one sale or two distinct sales liable to sales tax.

Analysis: A contract for future goods operates only as an agreement to sell until the goods come into existence and property passes in accordance with the Sale of Goods Act. The documents in question showed the assessees as buyer in the first transaction with the mills and as seller in the second transaction with the third parties; the goods were ascertained, delivery was postponed, and the balance price was paid on the strength of the mill letters. The court held that the kucha delivery order was merely an instruction for delivery and not a mere assignment of a chose in action. On the facts, the second transaction was not a transfer of a bare right to receive goods, but a sale in which property in the goods passed to the third parties.

Conclusion: The transactions were two independent sales, and the assessees were liable to tax on the second sale.

Final Conclusion: The revisions failed because the assessees' contention that there was only one taxable sale was rejected, and the assessment was upheld.

Ratio Decidendi: Whether a transaction is a sale depends on the passing of property in the goods; where an assessee contracts to buy goods and then separately contracts to sell the ascertained goods to a third party, the two transactions constitute distinct sales for sales tax purposes.

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