Passing of property in specific goods turned on an unconditional sale, not a mere agreement to sell.

Under the Sale of Goods Act, 1930, property passes on an unconditional contract for specific goods in a deliverable state when the parties' intention, contract terms and surrounding circumstances show that nothing further remains to be done by the seller. Here, the goods were identified, the price and goods were fixed by the sale notice and acceptance, and the materials were capable of delivery from the specified store yard; instalment terms, removal time and delay penalty did not convert the transaction into a mere agreement to sell. The contract was therefore a sale, title passed to the buyer, and the seller had no right to cancel or resell the balance goods.

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Issues: Whether the disputed sale was an unconditional contract for the sale of specific goods in a deliverable state so that property passed to the buyer on acceptance of the tender, or only an agreement to sell under which title remained with the seller and the seller could cancel the contract on default in payment and removal.

Analysis: The relevant provisions of the Sale of Goods Act, 1930 draw a distinction between a sale and an agreement to sell, and make the passing of property depend on the intention of the parties gathered from the contract, conduct, and surrounding circumstances. Where specific goods are in a deliverable state and the contract is unconditional, property passes when the contract is made, even if payment and delivery are postponed. On the facts, the goods were identified, the sale notice and acceptance fixed the goods and price, the seller had nothing further to do before delivery, and the materials were capable of being delivered from the specified store yard. The stipulations regarding instalments, time for removal, and penalty for delay did not convert the transaction into a mere agreement to sell. The contrary view that the goods were unascertained or that Section 22 applied was not supported by the evidence.

Conclusion: The contract fell within Section 20 of the Sale of Goods Act, 1930, property in the goods passed to the buyer, and the seller had no right to cancel the contract or resell the balance goods.

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