LAW 2104: LAW RELATING TO SALE OF GOODS SEPTEMBER 2024
CHAPTER IV
SUITS FOR BREACH OF CONTRACT OF SALE
Introduction
There are also rights and duties of the buyers and sellers which can be seen in
this chapter. Thus, each party should be ready and willing to perform his respective promise
before he can call upon the other to perform his promise.
4.1. Remedies for the Seller
4.1.1 Suit for Price
Where under a contract of sale the property in the goods has passed to the buyer and
the buyer wrongfully neglects or refuses to pay for the goods according to the terms of the
contract, the seller may sue him for the price of the goods.1
Where under a contract of sale the price is payable on a day certain irrespective of
delivery and the buyer wrongfully neglects or refuses to pay such price, the seller may sue
him for the price although the property in the goods has no passed and the goods have not
been appropriated to the contract.2
Where seller entitled to set off the deposit against damages on re-sale or retain the deposit
in addition to damage. In a case, the buyer is entitled to recover the deposit he had made
subject to the right of the seller to set off his damages on re-sale against the claim. The seller
is entitled only to the deficiency and express incurred on re-sale and cannot retain the
addition.3
4.1. 2. Damages for Non-acceptance
Where the buyer wrongfully neglects or refuses to accept and pay for the goods, the
seller may sue him for damages for non-acceptance.4
1
Section 55 (1) of the Sale of Goods Act
2
Section 55 (2) of the Sale of Goods Act
3
U Shwe Lone v. Mr. KHA Choung, 1957, BLR, 106(HC)
4
Section 56 of the Sale of Goods Act
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LAW 2104: LAW RELATING TO SALE OF GOODS SEPTEMBER 2024
4.2. Remedies of the Buyer
4.2.1. Damages for Non-delivery
Where the seller wrongfully neglects or refuses to deliver the goods to the buyer, the
buyer may sue the seller for damage for non-delivery.5
If the date of delivery of goods is at the seller’s option then he must give sufficient notice
to the buyer of his intention to deliver on a given date during the currency of the option so
as to enable the buyer to arrange for funds. If the seller has not exercised his option earlier,
then on the last day of delivery under the contract the buyer must be ready and willing to
take delivery of the goods and to pay for the same without any notice on the part of the
seller.6
4.2.2. Specific Performance
Subject to the provisions of Chapter II of the Specific Relief Act, in any suit for
breach of contract to deliver specific or ascertained goods, the Court may, if it thinks fit, on
the application of the plaintiff, by its decree direct that the contract shall be performed
specifically, without giving the defendant the option of retaining the goods on payment of
damages. The decree may be unconditional, or upon such terms and conditions as to
damages, payment of the price or otherwise, as the Court may deem just, and the application
of the plaintiff may be made at any time before the decree.7
4.2.3 Breach of Warranty
Where there is a breach of warranty by the seller, or where the buyer elects or is
compelled to treat any breach of a condition on the part of the seller as a breach of warranty,
the buyer is not by reason only of such breach of warranty entitled to reject the goods; but
he may
(a) set up against the seller the breach of warranty in diminution or extinction of the
price; or
5
Section 57 of the Sale of Goods Act
6
Jagannath Sagarmal v. J.J. Aaron & Co.
7
Section 58 of the Sale of Goods Act
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LAW 2104: LAW RELATING TO SALE OF GOODS SEPTEMBER 2024
(b) sue the seller for damages for breach of warranty.8
The fact that a buyer has set up a breach of warranty in diminution or extinction of
the price does not prevent him from suing for the same breach of warranty if he has suffered
further damage.9
4.2.4 Repudiation of Contract before Due Date
Where either party to a contract of sale repudiates the contract before the date of
delivery, the other may either treat the contract as subsisting and wait till the date of delivery,
or he may treat the contract as rescinded and sue for damages for the breach.10
4.2.5 Interest by way of Damages and Special Damages
Nothing in this Act shall affect the right of the seller or the buyer to recover interest
or special damages in any case where by law interest or special damages may be
recoverable, or to recover the money paid where the consideration for the payment of it has
failed.11
In the absence of a contract to the contrary, the Court may award interest at such rate
as it payment of it has failed.12
(a) to the seller in a suit by him for the amount of the price-from the date of the tender
of the goods or from the date on which the price was payable.
(b) to the buyer in a suit by him for the refund of the price in a case of a breach of
the contract on the part of the seller-from the date on which the payment was
made.
8
Section 59(1) of the Sale of Goods Act
9
Section 59 (2) of the Sale of Goods Act
10
Section 60 of the Sale of Goods Act
11
Section 61 (1) of the Sale of Goods Act
12
Section 61 (2) of the Sale of Goods Act
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LAW 2104: LAW RELATING TO SALE OF GOODS SEPTEMBER 2024
SUMMARY
As to the remedies of the buyer and seller there are different ways of the actions
which both the buyer and the seller can pursue. Thus, different kinds of sale are to be taken
into consideration for the different types of remedies and risk management.
KEY TERMS
Remedies
Remedies for the Seller
Suit for Price
Damages for Non-acceptance
Remedies for the Buyer
Damages for Non-delivery
Specific Performance
Breach of Warranty
Repudiation of Contract before Due Date
Interest by way of Damages and Special Damages
Notes: You need to explore the relevant Sections of the Sale of Goods Act, 1930.
