Business Laws · The Sale of Goods Act, 1930

Remedies for Breach of Contract of Sale (Sale of Goods Act, 1930)

Updated 4 October 2026 · Fact-checked

Remedies for breach of a contract of sale are the legal actions open to the injured party. The seller can sue for the price (Section 55) or for damages for non-acceptance (Section 56). The buyer can sue for damages (Section 57), specific performance (Section 58) or breach of warranty (Section 59). Answer by identifying the party, the breach and the section.

Understand Remedies for Breach of Contract of Sale

A contract of sale can be broken by either side. The seller may not deliver. The buyer may not pay or take delivery. The Act gives each side specific remedies, and the first step is always to ask: who is hurt, and what did the other side fail to do?

Start with the seller's remedies against the buyer. If the property in the goods has passed and the buyer wrongfully refuses to pay, the seller can sue for the price (Section 55(1)). If the price is payable on a day certain irrespective of delivery, the seller can sue for the price even though the property has not passed and the goods are not appropriated (Section 55(2)). If the buyer wrongfully refuses to accept and pay, the seller can sue for damages for non-acceptance (Section 56). Section 44 adds that a buyer who does not take delivery within a reasonable time after the seller is ready and willing and requests it is liable for any loss from that neglect and a reasonable charge for care and custody of the goods. This does not affect the seller's rights where the refusal amounts to repudiation.

Next, the buyer's remedies against the seller. If the seller wrongfully neglects or refuses to deliver, the buyer can sue for damages for non-delivery (Section 57). In a suit for breach of a contract to deliver specific or ascertained goods, the court may, if it thinks fit, order specific performance without giving the seller the option of keeping the goods and paying damages (Section 58). The decree may be unconditional or on terms the court thinks just, and the buyer can apply at any time before the decree. For breach of warranty, the buyer cannot reject the goods only for that reason. He may set up the breach against the seller to reduce or wipe out the price, or sue for damages (Section 59(1)). Reducing the price does not stop him suing for further damage (Section 59(2)).

Section 61 covers interest and special damages. The Act does not affect the right to recover interest or special damages where the law allows it, or to recover money paid where consideration has failed. Unless the contract says otherwise, the court may award interest on the price, at a rate it thinks fit. For the seller, it runs from the date of tender of goods or the date the price was payable. For the buyer suing for refund, it runs from the date of payment.

Finally, auction sales (Section 64) have their own rules. They are often asked as short-answer points, so learn them as a list.

Key rules to remember

Suit for price: Property passed + buyer wrongfully refuses to pay → seller may sue for price (S.55(1)). Price payable on a day certain → may sue even if property not passed (S.55(2)); If property has not passed and no day-certain price, the seller's remedy is damages for non-acceptance, not price.
Damages for non-acceptance: Buyer wrongfully neglects or refuses to accept and pay → seller sues for damages (S.56); Section 44 adds liability for loss from not taking delivery within a reasonable time and for reasonable care and custody charges.
Damages for non-delivery: Seller wrongfully neglects or refuses to deliver → buyer sues for damages (S.57); The word 'wrongfully' matters. Lawful excuse removes the remedy.
Specific performance: Contract to deliver specific or ascertained goods → court may, if it thinks fit, order performance without option of paying damages (S.58); Discretionary. Only for specific or ascertained goods. Buyer may apply any time before the decree.
Breach of warranty: Buyer cannot reject for breach of warranty alone; may (a) set up against price or (b) sue for damages (S.59(1)); further damage can still be claimed (S.59(2)); Also applies where the buyer elects or is compelled to treat breach of condition as breach of warranty.
Interest and special damages: Interest/special damages preserved where law allows; money paid on failed consideration recoverable (S.61(1)); court may award interest on price absent contrary contract (S.61(2)); Seller: from tender or due date. Buyer: from date of payment.
Auction sale rules: Lots = separate contracts; complete on fall of hammer, bid retractable before; seller's bid only if right reserved; reserve price allowed; pretended bidding makes sale voidable by buyer (S.64); Sale without notified right to bid for seller: seller or his agent bidding is unlawful and buyer may treat the sale as fraudulent.

How to solve Remedies for Breach of Contract of Sale questions

Use this order for any remedies problem. It keeps your answer in the provision-facts-conclusion structure that earns marks.

1Identify who has been wronged: the seller or the buyer.
2Identify the breach: non-payment, refusal to accept, non-delivery, or breach of warranty.
3Check whether the property in the goods has passed to the buyer, since it decides between suit for price and damages.
4Check whether the goods are specific or ascertained if the buyer asks for specific performance.
5State the rule with its section number in plain words.
6Apply it to the facts in one or two lines, using names and figures from the question.
7Add any extra right, such as interest or special damages under Section 61, or care and custody charges under Section 44.
8Close with a clear conclusion that tells the student what the party can do.

Quickest way: Party-breach-section grid

When to use it: Use it when the question is a short fact situation and you have about five to eight minutes.

Write 'Seller sues' or 'Buyer sues' as your first line.
Match breach to section: no payment with property passed = S.55; refusal to accept = S.56; no delivery = S.57; specific goods = S.58; warranty = S.59.
Write one sentence of rule, one of facts, one of conclusion.
For auctions, run through the S.64 list and tick the one that fits: hammer, retract bid, seller bidding, reserve price, pretended bidding.
Memory aid for the buyer: Damages 57, Specific 58, Warranty 59. For the seller: Price 55, Non-acceptance 56.

Common mistakes in Remedies for Breach of Contract of Sale

Letting the seller sue for the price when the property has not passed.
Students think non-payment always allows a suit for price.
Fix: Check passing of property first. Without it, and without a day-certain price, the remedy is damages for non-acceptance.
Saying the buyer can reject goods for breach of warranty.
Warranty and condition get mixed up.
Fix: Under Section 59 the buyer cannot reject for breach of warranty alone. He can reduce the price or sue for damages.
Claiming specific performance for any goods.
Students forget the limit in Section 58.
Fix: Say that it is only for specific or ascertained goods and that the court may order it if it thinks fit.
Saying a bidder cannot withdraw his bid at an auction.
Students confuse auctions with ordinary offers that bind after acceptance.
Fix: Until the auctioneer announces completion by the fall of the hammer or other customary manner, any bidder may retract his bid.
Saying the seller can always bid at an auction.
Students overlook the reservation requirement.
Fix: The seller or one person for him may bid only if that right is expressly reserved. Otherwise it is unlawful and the buyer may treat the sale as fraudulent.
Forgetting that the seller's notice of re-sale matters after lien or stoppage.
Section 54 is skipped when studying remedies.
Fix: If notice of intention to re-sell was given, the seller may recover loss on re-sale but the buyer gets no profit. Without notice, the buyer gets the profit and the seller cannot claim the loss.

Worked examples

Example 1

A agrees to buy 500 kg of rice from B for ₹40,000, payable on 1 March. The rice is specific and ready, the property has passed to A, and A refuses to pay on 1 March. What can B do?

Show the solution

Provision: under Section 55(1), where the property has passed and the buyer wrongfully refuses to pay, the seller may sue for the price.
Facts: the rice is specific, the property has passed to A, and A has wrongfully refused to pay ₹40,000.
Further point: B may also claim interest on the price if the court allows it, unless the contract says otherwise (Section 61(2)), from the date the price was payable.

Answer: B can sue A for the price of ₹40,000 under Section 55(1), and may ask the court for interest from 1 March under Section 61(2).

Example 2

At an auction, goods are put up for sale and the auctioneer knowingly accepts bids from the seller's friend who is bidding on the seller's behalf. The sale was not notified as subject to a right to bid on behalf of the seller. The buyer who won the lot finds this out. Advise the buyer.

Show the solution

Provision: under Section 64(4), where the sale is not notified as subject to a right to bid on behalf of the seller, it is unlawful for the seller to bid or employ anyone to bid, or for the auctioneer knowingly to take such a bid.
Facts: no right to bid was reserved, yet the seller's friend bid for the seller and the auctioneer knowingly took the bids.
Effect: the sale breaches the rule. Section 64(4) says a sale contravening it may be treated as fraudulent by the buyer.
Also note that if the bidding was pretended to raise the price, Section 64(6) makes the sale voidable at the buyer's option.

Answer: The buyer may treat the sale as fraudulent under Section 64(4). If the bids were pretended bids to raise the price, he may also avoid the sale under Section 64(6).

Exam tips

Always put the section number next to the remedy, such as 'damages for non-delivery (Section 57)'. Use only the sections you are sure of.
In fact-based questions, check passing of property first. Examiners often hide this fact in the question.
For auctions, write points as a short list. Each point of Section 64 can carry a mark.
Finish every answer with a one-line conclusion that tells the party what they can do.
Link to related topics when relevant: Section 54 for re-sale after lien or stoppage and Section 46 for the unpaid seller's rights.

Practice questions from The Sale of Goods Act, 1930

Remedies for Breach of Contract of Sale: frequently asked questions

What is the difference between suit for price and damages for non-acceptance?

A suit for price (Section 55) is available when the property has passed, or when the price is payable on a day certain. Damages for non-acceptance (Section 56) are for the loss caused when the buyer wrongfully refuses to accept and pay. If the property has not passed, damages are the usual remedy.

Can a buyer force the seller to deliver the goods?

Yes, in some cases. Under Section 58, in a suit for breach of a contract to deliver specific or ascertained goods, the court may order specific performance if it thinks fit. It is discretionary and not available as of right.

Can a buyer reject goods for breach of warranty?

No, not on that ground alone. Under Section 59 he can set up the breach to reduce or extinguish the price, or sue for damages. He can still sue for further damage after reducing the price.

When is an auction sale complete?

It is complete when the auctioneer announces completion by the fall of the hammer or in another customary manner. Until then, any bidder may retract his bid. Each lot is prima facie a separate contract.