SALE UNDER THE TRANSFER OF PROPERTY ACT, 1882
(Sections 54–57 TPA)
Definition of Sale [Section 54, TPA]
•Sale is a legal transfer of ownership/title in immovable property from one person to
another.
•It is done in exchange for a price:
•Paid, or
•Promised, or
•Partly paid and partly promised
•Example: A agrees to sell his house to B for ₹10 lakhs. B pays ₹5 lakhs now and
agrees to pay the rest later. This is a valid sale under TPA.
Modes of Transfer under Sale
A. By Registered Instrument
•Mandatory for:
•Tangible immovable property worth > ₹100
•Intangible rights (like future interests, reversions, easements)
•Sale not valid unless it is registered as per the Indian Registration Act, 1908.
Case Law: Sibendrapada v. Secretary of State
Held that sale of immovable property must be through a registered deed. Oral agreements or
unregistered documents are not valid for transferring ownership.
B.By Delivery of Possession
•Permitted only when the value of immovable property is ≤ ₹100.
•Transfer of ownership can be through physical delivery, such as handing over keys
or possession.
Note: Delivery of property is also used in the Sale of Goods Act for movable goods, but in
TPA it’s used only for immovable property below ₹100.
Essentials of a Valid Sale
A. Parties to Sale
•Must be competent to contract (i.e., major, of sound mind, and not disqualified).
•Seller (Vendor): Transfers ownership.
•Buyer (Vendee): Receives ownership.
Note: A minor cannot be a party to sale, except through a lawful guardian.
B. Subject Matter of Sale
•Must be transferable property under Section 6 of TPA.
•Must exist at the time of transfer.
•Cannot include:
•Right to sue
•Future inheritance
•Pensions
•Political rights
C. Consideration (Price)
•Money consideration only (as per Section 4 of the Sale of Goods Act, 1930).
Payment can be:
•Full or partial
•Paid immediately or deferred
•Non-payment does not make sale void, but gives seller the right to:
•Sue for specific performance
•Impose a charge on the property for unpaid price
Note: Gift and exchange involve transfer without price—these are not sales.
D. Transfer / Conveyance
•Conveyance = Legal instrument transferring ownership
For immovable property:
• > ₹100 → Registered instrument is compulsory
• ≤ ₹100 → Either registered deed or physical delivery
Important: If a sale deed is not registered, ownership is not legally transferred, even if
money is paid.
Section 55 – Rights and Liabilities of Buyer & Seller
A. Duties of Seller Before Completion of Sale [S55(1)]
1.Disclose Material Defects (S55(1)(a))
•In property or in title
•Includes hidden easements, litigation, etc.
2.Produce Title Documents
•Buyer has right to inspect title to confirm ownership
3.Answer Questions on Title
•Seller must honestly answer queries raised by buyer
4.Execute Conveyance Deed (S55(1)(d))
•After receiving the price, seller must sign sale deed
5.Take Care of Property (S55(1)(e))
•Acts as a trustee until property is delivered
6.Pay Public Charges/Outgoings (S55(1)(g))
•Includes municipal taxes, rent, etc., up to date of sale
B. Duties of Seller After Sale [S55(2) & (3)]
1.Give Possession
•May retain possession if price is unpaid
2.Implied Covenant for Title
•Seller guarantees ownership and right to transfer
3.Deliver Title Deeds
•Must hand over documents once full payment is received
C. Rights of Seller
Before Sale:
• Retains full ownership and right to profits
After Sale [S55(4)(b)]:
Seller’s Lien:
• If price is unpaid after transfer
• Non-possessory charge enforceable under Section 100, TPA
• Can be waived by contract
D. Duties of Buyer Before Sale
1.Disclose Facts that Enhance Value [S55(5)(a)]
•If buyer knows something the seller doesn’t, and it affects price
Summers v. Griffith: Held buyer has no duty to disclose if seller chooses to undervalue
2.Pay the Price [S55(5)(b)]
•Buyer must pay agreed consideration
•May deduct encumbrances and recover excess later (e.g. Mehtab Singh v.
Collector of Saharanpur)
E. Duties of Buyer After Sale
1.Bear Loss to Property
•Any damage after sale is buyer’s risk
2.Pay Outgoings from Sale Date [S55(1)(g)]
F. Rights of Buyer
Before Sale Completion [S55(6)(b)]:
•Buyer’s Lien:
•If seller backs out, buyer has charge on advance payment + interest
•Lien lost if buyer defaults or wrongfully refuses delivery
After Sale:
•Right to Improve Property
•Right to Enjoy Profits/Rents
Doctrine of Caveat Emptor (“Let the Buyer Beware”)
• Buyer must inspect property before buying
• Seller is not bound to point out patent defects (visible)
• If buyer relies fully on seller, then seller becomes liable for latent defects
