Q.Distinguish between Sale and Agreement to Sell.

A single contract of sale (Section 4) can be either a Sale or an Agreement to Sell, depending purely on WHEN the property in the goods actually passes to the buyer.

In a Sale, the property in the goods transfers to the buyer at the time of the contract itself, making it an executed contract; risk of loss also passes with the property, and if the buyer defaults the seller can sue for the price. In an Agreement to Sell, the property is to transfer only at a future time or on fulfilment of a condition, making it an executory contract; the seller (still the owner) bears the risk of loss and can resell the goods, and if the buyer defaults the seller can only sue for damages, not the price.

Section 4(3) of the Sale of Goods Act, 1930 draws the line between a Sale and an Agreement to Sell purely on the basis of WHEN property (ownership) in the goods passes:

An Agreement to Sell becomes a Sale automatically, without any new contract, once the specified time elapses or the condition is fulfilled (Section 4(4)).

A frequent mistake is assuming DELIVERY of the goods is what makes a contract a 'Sale' — it is not; delivery and payment can both be postponed in a genuine Sale, so long as PROPERTY itself passes immediately. Conversely, physical delivery of goods under an Agreement to Sell does NOT by itself make it a Sale if the parties intended property to pass only later.