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hey everybody I am surbhi and welcome back to my channel key differences in this session I am going to talk about the differences between sale and agreement to sell so friends without wasting a minute let's move on right into our video sale is when there is transfer of property that is ownership in goods from seller to buyer takes place immediately for a price at the time of making a contract hence in the case of sale contract the seller ceases to be the owner of the goods upon the completion of sale therefore it involves actual sale of goods so the relationship between the buyer and seller is of debtor and creditor let us understand this with an example suppose Tom sells his car to marry for rupees 25 lakh so when all the essential elements of a valid contract are present then there is a sale hence the ownership of car is transferred from Tom to Mary this is so even if the payment of money or delivery of car both is postponed moving on to agreement to sell agreement to sell is when the transfer of ownership in Goods will take place at a future date or it is subject to fulfillment of certain conditions in short there is no transfer of property at the time of contract that is the transfer takes place later on and so the seller continues to be the owner of goods until the agreement to sell turns out a sale in other words we could say that when there is an intention to sell the goods in future by the parties concerned it is agreement to sell so the performance of the contract takes place on a later date one must take a note that the payment of price and delivery of goods are not essential for the transfer of ownership unless otherwise agreed by the party is concerned for example Neil agrees to sell certain Goods to Ria the goods are transported from Gujarat to Mumbai via ship the ownership in the goods will be transferred to the buyer when the goods arrive and the agreement depends on the condition that the ship reaches the port safely in other words we could say that the agreement to sell is converted into sale when the time passes and the conditions relating to it are met in addition the liability to pay GST arises only in the case of completed sale and not when there is an agreement to sell moreover it is important to know the difference between sale and agreement to sell because the rights and obligations of the party is concerned depends on it moving on to the difference between sale and agreement to sale sale is when the ownership of goods is passed on from the seller to the buyer immediately for a price at the time of signing the contract of sale whereas agreement to sell is when the ownership of goods will be passed on from the seller to the buyer at a future date or on the Fulfillment of certain conditions so in case of sale there is actual sale of goods but in case of agreement to sell there is an intent to sell the goods in future nature of contract sale of goods is an executed contract because the performance of contract is completed which LEDs to the transfer of property from the seller to the buyer as against agreement to sell is an executory contract because the performance of contract by the party's concerned is due and that is why the property in Goods rest with the seller remedies for breach when there is a sale if the buyer neglects or refuses to pay the price of goods the seller has the right to sue the buyer for the price of goods on the breach of contract irrespective of the possession of goods in an agreement to sell if the buyer neglects or refuses to pay the price of goods the seller can only sue for damages and not the price of goods because the ownership of the goods has not yet passed to the buyer talking about the rights a contract of sale is a contract plus conveyance and results in the creation of right in Ram that is it gives the right to the buyer to enjoy the goods as against the entire world as against an agreement to cell is purely a contract and creates right in personum that is it gives right to the buyer or seller against each other for any default in the performance of their part as per the agreement risk of loss when there is loss by accident the loss falls on the buyer no matter who has the possession of goods it happens because the risk is associated with the ownership of goods in case of agreement to sell it is the seller who Bears the risk of loss irrespective of the fact that who is having the possession of goods in short the risk of loss is associated with the ownership of goods and not The Possession effect of resale in case of sale a seller is not allowed to make resale of the goods except in two conditions that is being a seller in possession of goods after sale or being an unpaid seller in case of any bridge by the seller the buyer has two remedies that is he can sue the seller for damages and he can also sue the third party to whom the goods have been sold for Recovery as the owner of the the goods if the subsequent buyer has the knowledge of the previous sale however in case of agreement to sell the seller can resale the goods this is because the ownership of goods is not passed to the buyer and so the seller can easily convey the title to the third party however the original buyer can sue the seller for the breach of contract insolvency of seller talking about sale when before the delivery of goods to the buyer who has paid the price for the goods the seller turns out as insolvent in such a case the official assignee cannot refuse to deliver the goods hence the buyer can recover the goods this is because the property of goods remains with the buyer however in case of agreement to sell when before the delivery of goods to the buyer the seller turns out as insolvent and the buyer has already paid the price of the goods the official assignee can refuse to deliver the goods however the buyer can claim a rateable dividend out of the estate of the insolvent seller as a creditor but not the goods insolvency of the buyer in a sale if the buyer becomes insolvent before the payment of the price the seller is required to deliver the goods to the official assignee and is entitled to rateable Dividend for the price due in case of agreement to sell if the buyer becomes insolvent before he pays the price for the goods the buyer cannot claim the goods and the seller can refuse to deliver the goods to the official assignee unless he gets paid for it this is because the ownership of goods is not transferred to the buyer condition while sale is an absolute contract so there is no condition but in case of agreement to sell there may be conditions so it is a conditional contract so friends this brings me to the end of this lesson I hope the concept has been clear now however if you want to study the topic further in detail you can visit our official website that is key differences.com here you can find a detailed comparison of sale and agreement to sell along with their definitions links are also provided in the description box below so guys guys I hope you like this video and if you did please do give it a thumbs up and share it with other people also if you are new to this Channel and wanna get more such useful videos consider subscribing the channel and also hit the notification Bell next to the Subscribe button so that you are notified every time whenever a new video is uploaded on this channel and if you have any queries or feedback for me feel free to leave in the comment section below until next time this is me surbhi signing off