Book Review: Law of Sale of Goods by Akhileshwar Pathak, 1st Edition.

3.1 Law of Contract- II

Submitted By – Shivam Shantanu

UID No. UG17- 94

Academic Year 2018-19

Semester- III

Submitted To – Dr. Manish Yadav, Assistant Professor of Law

MAHARASHTRA NATIONAL LAW UNIVERRSITY, NAGPUR

Contents
Introduction ..................................................................................................................................... 3
About the Book and its Author ....................................................................................................... 4
General Analysis ............................................................................................................................. 5
Chapter Wise Analysis .................................................................................................................... 6
Chapter I – Nature and Formation of Contract of Sale ............................................................... 6
Chapter II – Transfer of Ownership: Specific Goods ................................................................. 7
Chapter III – Transfer of Ownership: Unascertained Goods ...................................................... 7
Chapter IV – Transfer of Property: Review of Cases ................................................................. 8
Chapter V – Transfer of Title...................................................................................................... 8
Chapter VII – Performance of Contract ...................................................................................... 9
Chapter VIII – Carriage and Delivery ...................................................................................... 10
Chapter IX – Remedies for the Seller ....................................................................................... 10
Chapter X – Remedies for the Buyer ........................................................................................ 11
Chapter XI – Rights of the Unpaid Seller ................................................................................. 11
Chapter XII – Other Provisions ................................................................................................ 11
Chapter XIII – Emerging Themes: Taxation and Internet Sale ................................................ 12
Comparative Analysis ................................................................................................................... 13
Conclusions and Suggestions........................................................................................................ 14
Bibliography ................................................................................................................................. 15

2
Introduction
Studying Law as a discipline doesn’t end with mugging up provisions and understanding them
with few illustrations but it needs to be dealt in a more holistic manner. Cases are the most
important source for learners of law, whether they are practitioners, students or any layman.
Cases helps in understanding different situations which can arise from a given situation and how
one can deal with it. Anyone can become a theoretical master of the subject by reading the
provisions given under various sections, acts and statutes. The real knowledge can be said to
exist when the said person knows how to apply such sections, acts or statutes in real-life
examples. To have the practical command over the provisions of law, studying and
understanding of cases is not only expected but also needed. Books with explanation of case laws
helps in this and thus, are the sought after.

What is presented herein is the review of ‘Law of Sale of Goods’ by Akhileshwar Pathak, the
First Edition, published by Oxford University Press. The review given by the reviewer has been
termed ‘An Analytical Review’. The reviewer has divided the review into three parts. Firstly, he
has analyzed the book on its face and gave a generalized analysis of the same. Secondly, he has
done a chapter wise of the book. Lastly, the reviewer has done a comparative analysis of the
book with ‘Pollock & Mulla- The Sales of Goods Act, 10th Edition’. The review is called an
analytical one because the reviewer has provided the reader with the chapter wise analysis of the
book and how it is different from any other books on this subject matter.

3
About the Book and its Author
The book reviewed below is titled ‘Law of Sale of Goods’ published by Oxford University Press
(herein after referred as ‘The Book’). It aims at explaining the provisions and sections of the said
acts through a judicial approach, that is with the help of case laws and precedents. Also, the book
aims at providing relevant secondary materials on the discussed sections and provisions of these
acts. The book spreads across 250 pages. It is the first edition, which was published in 2013.

The book is divided into 13 chapters which are based on the concept specific study through case
laws and not provision specific. The chapters given are as follows:

Chapter I – Nature and Formation of Contract of Sale

Chapter II – Transfer of Ownership: Specific Goods
Chapter III – Transfer of Ownership: Unascertained Goods
Chapter IV – Review of Cases
Chapter V – Transfer of Title
Chapter VI – Quality of Goods
Chapter VII – Performance of Contract
Chapter VIII – Carriage and Delivery: CIF and FOB Contracts
Chapter IX – Remedies for the Seller
Chapter X – Remedies for the Buyer
Chapter XI – Rights of the Unpaid Seller
Chapter XII – Other Provisions
Chapter XIII – Emerging Themes: Taxation and Internet Sale

The author, Akhileshwar Pathak, holds a doctorate in law from University of Edinburgh, United
Kingdom and a LLB from University of Delhi. He is a Professor in the Business Law area at the
Indian Institute of Management, Ahmedabad. He has authored a plethora of books. Most of his
books are related to Business laws and on different legal aspects in business.

4
General Analysis
The book under review is based on laws and concept based on Sale of Goods. This book is not
written by the old school method of writing law books. It is written in an unconventional way
which most of the authors don’t follow. It is not divided according to sections but by concepts
related to them. It deals mostly with the previous case laws and unlike other books which prefer
to summarize the case laws in just few lines, it has given the utmost preference to case laws and
describing them in detail which makes the concept easier to understand. The author at first hand
gives detailed information about the concept and provides sections of the act in between them to
make the concept more clearly and before discussing any sort of case law, the author provides
with some illustrations and then going to the discussion of concept through case laws. An author
writing a book based on these acts is expected to give his personal opinions and interpretations of
the sections. There is nothing right or wrong in the world of law. Such opinions and
interpretations are open to critical appraisals but they give both the author and the reader a better
understanding of the sections and thus the laws. These are the things a reader actually looks
forward to while reading such a book as he will get to know about another perspective to these
sections and laws and as a result give him another angle to deliberate upon.
The book has meticulously covered most of the different cases and also explained the concept in
a good detail but one needs to keep a bare act handy while studying this book as it doesn’t
provide sections in a sequential manner while discussing the concept related to them. It makes a
reader’s task difficult while studying when he is not getting all things at one place. Providing
provisions with the concept makes reader to learn comfortably otherwise he needs to turn the
pages of bare acts while reading the book.
The heart of this book is case laws. It has covered almost all the important cases. It has given
many foreign case laws too. The way author has explained the case laws is different from any
other law books which generally provide the facts and judgement and leaves to the reader to
interpret by themselves. In this book the author has given explanations related to the judgement
and shows how a particular concept is applicable to a certain situation. This makes understanding
of the concept an easy task.

5
Chapter Wise Analysis
Chapter I – Nature and Formation of Contract of Sale
This chapter starts with discussing the basics of a Contract of Sale. It provides with the concept
regarding a contract of sale through some illustrations and then goes on to discussing the nature
of contract of sale. It also provides with the provisional interpretation of some sections like
section 4 and section 5 of the Sale of Goods Act,1930. It has covered all the important sections
related to nature and formation of contract of sale. It provides each concept related to contract of
sale with two or three famous case laws. While discussing formation of a contract of sale, the
author has discussed Kirkness v. John Hudson and Co. Ltd1 and Vishnu Agencies (Pvt.) Ltd, M/s
v. Commercial Tax Officer2. The author also discusses why a contract of sale is different from
any other contract and has covered a variety of concepts like Sale and Exchange, Sale and Hire
Purchase, Sale and Bailment, Sale, Work, And Service Contract. The author has also elaborated
on these topics through case laws specific to them like for Sale and Hire Purchase, he has
provided with two case laws that are Helby v. Matthews3 and K.L. Johar and Co., M/s v. Deputy
Commercial Tax Officer, Coimbatore III4. Like this only author has made these concepts easier
to understand for the readers. But the author has not dealt these concepts by linking them to
different provisions which he has left to the reader to link it by themselves only. The author has
also explained about the Scope of Goods and given few cases related to it in a very explanatory
manner i.e. Marshall v. Green5. One can clearly see that the author has covered almost all the
concepts but he has not made the reader to delve into them. The author has completely relied on
the case laws which he thinks that are the most important source to understand any law and a
reader can understand all the nuances related to a provision and a concept by studying a case.

1
(1955) AC 696.
2
AIR (1978) SC 449.
3
(1895) AC 471.
4
AIR (1965) SC 1082.
5
(1875 – 76) LR 1 CPD 35.

6
Chapter II – Transfer of Ownership: Specific Goods
The chapter shows that a sale is a special form of contract where the consideration for the buyer
is transfer of ownership in goods, and for the seller, the price in cash. Taking this as the basic
principle, the author has tried to examine the passing of the ownership to the buyer in different
contracts of sale related to transfer of ownership of specific goods. In this chapter the author has
explained section 19 of the Sale of Goods Act, 1930 where he has discussed the ownership
transfer as intended by the parties with case laws such as Re Anchor Line (Henderson Brothers)
Ltd6 and Vasantha Vishwanathan v. V.K. Elayalwar7. The author has also discussed section 21 –
24 of the Sale of Goods Act,1930 to explain about rules for ascertaining the intention of the
parties as to the time at which the property in goods is to pass to the buyer. The author also
provided case laws in relation to these sections like Underwood Limited v. Burgh Castle Brick8
and Cement Syndicate and Turley v. Bates9. The author has also further explained about the
Unconditional Contract through section 20 of the Sale of Goods Act,1930 and certain case laws
like Dennant v. Skinner10 and Consolidated Coffee Ltd v. Coffee Board, Bangalore11. The author
has although explained the concept very meticulously but the sections are provided in haphazard
manner.

Chapter III – Transfer of Ownership: Unascertained Goods

In this chapter the author discusses about Ascertainment and Transfer of Ownership through
section 18 of the Sale of Goods Act,1930 and different cases like Wait v. Baker12 (This principle
was explained before codification in this case) and In Re Wait13. The author has also discussed
about sections 23 and 25 in relation to this topic and has provided with many cases to make the
concept clear. Around 10 cases related to this topic has been discussed by the author. Some of
them are Mucklow v. Mangles14, Aldridge v. Patrick Johnson15, and few more cases.

6
(1936) 2 All ER 941.
7
AIR (2001) SC 3367.
8
(1922) 1 KB 123.
9
(1863) 2 H & C 200.
10
(1948) 2 KB 164.
11
AIR (1980) SC 1468.
12
(1848) 2 Exch 1.
13
(1927) 1 Ch. 606.
14
(1808) 1 Taunton 318.
15
(1857) 7 E & B 88.

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Chapter IV – Transfer of Property: Review of Cases
The author in this chapter is totally concerned with the case laws. In the previous chapters the
author’s goal was to explain the principles on transfer of ownership of goods in a sale of contract
by taking up illustrations and landmark cases on those themes. The author in this chapter
believes that reviewing the significant cases will help the learners in three ways. One, it will
strengthen the concepts learnt. Two, it will make readers familiar with the application of the
principles in different contexts. Three, as law persons, learners should know the case laws. Case
laws in this chapter is mostly related to Ascertained and Unascertained Goods, Separation from
Bulk, Transfer of Ownership and Risk, Sale and Agreement to Sell. Sections related to these
concepts are also provided in this chapter.

Chapter V – Transfer of Title

In this chapter author discusses about who can transfer ownership to the buyer by examining
cases where a third party – often fraudulently – sells the goods of another to a buyer in a good
faith. In this chapter the author also examines the passing of ownership by persons other than the
owner or a person authorized by him. There is no case law on the subject from the Indian courts
so the author has provided British cases. The author has discussed section 27 of the Sale of
Goods Act, 1930 while explaining Ownership and Sale with the help of some case laws like
Farquharson Brothers & Co. V. C. King & Co.16 and Central Newbury Car Auctions Ltd v. Unity
Finance Ltd.17 The author has also covered the topics like Estoppel by Negligence (Moorgate
Mercantile Co. Ltd v. Twitchings18), Mercantile Agent (Lowther v. Harris19), Sale under a
Voidable Contract (Car and Universal Finance Co., Ltd v. Caldwell20), Seller in Possession
(Worcester Works Finance Ltd. v. Cooden Engineering Co. Ltd21), Buyer remaining in
Possession. Sections 27 – 30 of the Sale of Goods Act has been discussed over here in this
chapter. Many British cases are given here in this chapter by the author to make a clear
understanding on the concepts.

16
(1902) AC 325.
17
(1957) 1 QB 371.
18
(1977) AC 890.
19
(1927) 1 KB 393.
20
(1965) 1 QB 525.
21
(1972) 1 QB 210.

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Chapter VI – Quality of Goods
In this chapter the author discusses about the concept of quality of goods in contract of sale of
goods. The author introduces the chapter with discussion of principle of Caveat Emptor and
discusses about its history and importance under the contract of sale of goods. In this chapter
first concept which is dealt by the author is Sale by Description and he tries to explain this with
the section 12 of the Sale of Goods Act, 1930 and case laws related to this concept like Varley v.
Whipp22 and Beale v. Taylor23. He goes on further describing about the scope of description
through cases like Re Moore & Co, Ltd v. Landauer & Co24 and Arcos, Limited v. E.A. Ronaasen
and Son25. The author in this chapter has covered many important concepts and sections like
‘Buyer Beware’ and Exceptions, Reliance on the Skill and Judgement of the Seller,
Merchantable Quality, Merchantability and Examination of Goods, Merchantability and Price,
Sale by Sample, Ousting of Implied Terms, Right to Sell. All these topics have been covered
meticulously through case laws and sections related to them.

Chapter VII – Performance of Contract

This chapter deals with how a contract of sale of goods is performed. The author unravels how
parties go about performing an agreement once the parties have got into it. The author also
shows the situations in which the parties are discharged from the contract and are freed from the
obligation of performance. The topics author has dealt in this chapter are Void, Voidability,
Frustration , Delivery and Payment (Sujanmal v. Radhey Shyam)26, Time and Place of Delivery
(Hartley v. Hymans)27, Delivery of Wrong Quantity (Shipton, Anderson & Co. v. Weil Brothers
& Co.)28, Duties of the Buyer (Mohanlal Manilal v. Firm Dhirubhai Bavajibhai)29, Instalment
Contract (Maple Flock Company, Limited v. Universal Furniture Products (Wembley),
Limited)30. All these topics are covered with required sections and suitable case laws.

22
(1900) 1 QB 513.
23
(1967) 3 All ER 253.
24
(1921) 2 KB 519.
25
(1933) AC 470.
26
AIR (1976) Rajasthan 98.
27
(1920) 3 KB 475.
28
(1912) 1 KB 574.
29
AIR (1962) Gujarat 56.
30
(1934) 1 KB 148.

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Chapter VIII – Carriage and Delivery
This chapter deals with the involvement of a third party between Buyer and Seller. The author
describes all the aspects related to the involvement of a Carrier in a contract of sale of goods.
The author firstly provides a basic ground about the importance of a carrier and what are the
nuances of carriage and delivery. The author has covered concepts like Free on Board Contracts,
Cost Insurance Freight Contracts, with reference to section 35 of the Sale of Goods Act, 1930
and through cases like Shree Bajrang Jute Mills, Ltd, M/s Guntur v. State of AP31 and Manbre
Saccharine Co., Ltd v. Corn Products Co. Ltd32 and many more such cases covered under both
type of contracts whether Free on Board or Cost Insurance Freight. The author has also helped
the learners by providing them with definitions of different International Commercial Terms.

Chapter IX – Remedies for the Seller

The author in this chapter tries to examine the remedies available to seller on a breach by the
buyer. It also examines in what ways things can go wrong for the seller and what are the
applications related to the principles of contract law and law on sale of goods. Author covers a
number of concepts and their relation with contract law and cases related to that. Author has
covered topics like Action for Price33 (Colley v. Overseas Exporters)34, Damages for Non-
Acceptance (Ruxley Electronics and Construction Ltd v. Forsyth)35, Remoteness of Damage36
(Hadley v. Baxendale)37, Measure of Damages38 (Muralidhar Chiranjilal v. Harishchandra
Dwarkadas)39, Mitigation of Damages (Payzu, Limited v. Saunders)40.

31
AIR (1966) SC 376.
32
(1918-19) All ER Rep 980.
33
Section 55 of the Sale of Goods Act, 1930.
34
(1921) 3 KB 302.
35
(1996) AC 344.
36
Section 73 of the Indian Contract Act, 1872.
37
(1854) 9 Exch 341.
38
Ibid.
39
AIR (1962) SC 366.
40
(1919) 2 KB 581.

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Chapter X – Remedies for the Buyer
The author in this chapter explains what are things which can go wrong with the buyer. The
author in this chapter begins with the application of all the terms implied by the Sale of Goods
Act, 1930. The author also examines whether the remedies provided to the buyer is parallel to
that of the seller. The authors in this chapter deals with the topics such as Rejection of Goods
(Kwei Tek Chao v. British Traders and Shippers Limited)41, Damages for Non-Delivery42,
Damages for Late Delivery (Koufos v. C Czarnikow Ltd The Heron II)43, Specific Performance44,
Remedy for Breach of Warranty45, Interest on Unpaid Price46.

Chapter XI – Rights of the Unpaid Seller

This chapter deals with rights of the seller when he is unpaid although the ownership has been
transferred to the buyer. The author tries to explain the additional remedies which the seller gets
when he remains unpaid. The remedies provided to the unpaid seller is provided under the
sections 47 to 54 under the Sale of Goods Act, 1930. The author tries to explain all these section
through case laws concerning to different topics like Lien over Goods47, Seller’s Right to Stop
Goods in Transit48, Resale by the Seller49.

Chapter XII – Other Provisions

In this chapter the author reviews the miscellaneous provisions of the Sale of Goods Act, 1930.
The author has described about the section 62 of the Sale of Goods Act, 193050. He has also
explained about Auction Sale51 and Sale and Taxation52. Author has also provided few cases
related to them to give a good understanding.

41
(1954) 2 QB 459.
42
Section 57 of the Sale of Goods Act, 1930.
43
(1969) 1 AC 350 HL.
44
Section 58 of the Sale of Goods Act, 1930.
45
Section 59 of the Sale of Goods Act, 1930.
46
Section 61 of the Sale of Goods Act, 1930.
47
Section 47 and 48 of the Sale of Goods Act, 1930.
48
Section 50 of the Sale of Goods Act, 1930.
49
Section 54 of the Sale of Goods Act, 1930.
50
Section 62 of the Sale of Goods Act, 1930 – Exclusion of the implied terms and conditions.
51
Section 64 of the Sale of Goods Act, 1930.
52
Section 64A of the Sale of Goods Act, 1930.

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Chapter XIII – Emerging Themes: Taxation and Internet Sale
In this chapter the author illuminates the character of law. It shows that law is an ever evolving
subject. He also emphasise on the fact that any other subject develop by building on existing
knowledge but law is open to interpretations and use of a term will be always subject to newer
interpretations. In this chapter he has dealt with topics such as Sale and Sales Tax (State of
Madras v. M/s Gannon Dunkerley and Co. (Madras) Ltd)53, Expanding Scope of Goods (K.E.S.
Corporation v. J.C.T. Officer)54, Sale, Goods, and Intellectual Property (Associated Cement
Companies Ltd, M/s v. Commissioner of Customs)55, Internet Sale56.

53
AIR (1958) SC 560.
54
AIR (1964) Madras 477.
55
AIR (2001) SC 862.
56
Section 10A and 13 of the Sale of Goods Act, 1930.

12
Comparative Analysis
For a comparison, the reviewer has chosen ‘Pollock & Mulla- The Sale of Goods Act, 10th
Edition’ (herein referred as Pollock & Mulla). This book on the law of sale of goods is arguably
the most trusted, referred and used one when it comes to understanding, interpreting and learning
the acts it deals with. Pollock & Mulla provides section-wise commentary on The Sale of Goods
Act, 1930. It incorporates discussion on legislative developments in UK such as the enactment of
Consumer Rights Act 2015. It also provides comparative analysis with the UK Sale of Goods
Act on which the Indian Act is based. It has important precedents dating back to the 1800s that
have been retained to explain the historical background and development of the Act. It also
covers important international conventions on Sale of Goods

The book, ‘Law of Sale of Goods’ by Akhileshwar Pathak can be said to be a reproduction of the
text or material that is already available. This book only has two aspects- concepts dealing with
the provisions of the Sale of Goods Act, 1930 and the biggest asset of the book i.e. the case laws.
It has provided case laws not as a reference or in a brief but gives all the explanation required to
a judgement. Whereas, Pollock &Mulla explains all the sections and refers to a plethora of case
laws pertaining to that particular section. But doesn’t give a deep insight into the case laws as the
former one gives.

The thing which makes this book different from Pollock and Mulla or any such book on the Law
relating to Sale of Goods is that it is written in an unconventional way. There is no sequence if
anyone studies section wise but Pollock and Mulla has a great advantage here, it provides all the
necessary things related to a section at a particular place. This book follows the sequence in form
of concepts required but latter follows it in form of sections. This book certainly can’t replace
Pollock and Mulla but the way it deals with the subject none of the books can make you
understand the subject better than this.

13
Conclusion and Suggestions
The reviewer has deduced that this book can be called as a concept and case law driven book
rather than statute or provision driven. This book has all the necessary information required to a
learner but misses out providing sections of the act in a sequential manner which creates
difficulty for a learner to easily understand the subject. As given in the introduction of the book
that it is written in an unconventional way is completely true as it has its own way of making
understand the concepts.

The suggestions reviewer could see for the book is that the haphazard manner of providing
sections should not be there. The book should be sequenced in the basis of the sections and then
linked to the various concepts which makes life easier of the learner. The reviewer suggests the
author to revise this edition and come up with a new one. The revised edition is expected to
cover more principles and concepts of the act and its sections. It will get more emerging themes
if it gets revised which can help readers in application of the act in contemporary scenario.

14
Bibliography
Books

 Law of Sale of Goods, 1st Edition, 2013, by Akhileshwar Pathak

 Pollock and Mulla The Sale of Goods Act, 10th edition, 2017, revised by
Akshay Sapre

Articles

 Communications Law in India, By Dr. Manish Yadav, Book Review of

Communications Law in India (Legal Aspects of Telecom, Broadcasting and
Cable Services) Author(s): Vikram Raghavan Year: 2007.

15