Passing of Property in Specific Goods under Sections 20, 21 and 22 of the Sale of Goods Act, 1930: Goods in a Deliverable State, Goods to Be Put into a Deliverable State, and Goods to Be Weighed or Measured

For specific goods, the Act supplies three presumptions about when the parties intended property to pass, each keyed to whether anything remains for the seller to do. If the goods are ready and the contract is unconditional, property passes when the contract is made, under Section 20, even if payment and delivery are postponed. If the seller must first put the goods into a deliverable state, it passes only when he has done so and the buyer knows, under Section 21. If the seller must weigh, measure or test them to fix the price, it passes only when that is done and the buyer knows, under Section 22. All three yield to a contrary intention.

One question, three answers: is anything left for the seller to do?

1. Goods in a Deliverable State: Section 20

Section 20, Sale of Goods Act, 1930

Where there is an unconditional contract for the sale of specific goods in a deliverable state, the property in the goods passes to the buyer when the contract is made, and it is immaterial whether the time of payment of the price or the time of delivery of the goods, or both, is postponed.

Unconditional means that property is not made to depend on any condition, such as payment. A retention of title clause prevents Section 20 applying.
Specific means identified and agreed on when the contract is made, under Section 2(14).
Deliverable state, under Section 2(3), means such a state that the buyer would be bound to take delivery of the goods.
Postponement is immaterial. Property passes at once even though the buyer takes the goods later and pays later, and the risk passes with it, as the haystack case Tarling v. Baxter (1827) illustrates.
In modern consumer sales the courts readily infer a contrary intention, such as property passing on payment or delivery, from the circumstances.

2. Goods to Be Put into a Deliverable State: Section 21

Section 21, Sale of Goods Act, 1930

Where there is a contract for the sale of specific goods and the seller is bound to do something to the goods for the purpose of putting them into a deliverable state, the property does not pass until such thing is done and the buyer has notice thereof.

📖 Underwood Ltd. v. Burgh Castle Brick and Cement Syndicate, [1922] 1 KB 343 (CA)

Facts: A large condensing engine, weighing some thirty tons and bolted to a concrete floor, was sold on terms that the sellers would deliver it on rail. The sellers had to detach and dismantle it for loading. While it was being loaded it was damaged, and the buyers refused to accept it.

Held: The Court of Appeal held that property had not passed. The engine was not in a deliverable state when the contract was made, since considerable work was needed to detach it and make it ready for delivery. Until that work was done and the buyers had notice, the engine remained the sellers' property, at their risk.

Ratio: Where the seller must do substantial work to put specific goods into a deliverable state, property does not pass until that work is done and the buyer is notified.

📖 Kursell v. Timber Operators and Contractors Ltd., [1927] 1 KB 298 (CA)

Facts: A buyer agreed to buy all the merchantable timber in a forest above a stated size, to be felled and removed over a period of years. Before much had been cut, the forest was nationalised by the government of the country where it stood. The question was whether property in the standing timber had passed to the buyer.

Held: The Court of Appeal held that it had not. The goods were not specific, because it was not yet identified which trees met the description, and they were not in a deliverable state, because they had still to be felled. Property had not passed under the rules for specific goods.

Ratio: Property does not pass in goods that are neither identified with certainty nor in a deliverable state, whatever the length of the contract.

3. Goods to Be Weighed, Measured or Tested: Section 22

Section 22, Sale of Goods Act, 1930

Where there is a contract for the sale of specific goods in a deliverable state, but the seller is bound to weigh, measure, test or do some other act or thing with reference to the goods for the purpose of ascertaining the price, the property does not pass until such act or thing is done and the buyer has notice thereof.

The act must be for ascertaining the price. Weighing to fix a price per kilogram falls within the section; weighing for some other purpose may not.
It must be an act the seller is bound to do. Where the buyer is to weigh or measure, the section does not apply, and property may pass on the contract under Section 20.
Notice to the buyer is required under both Section 21 and Section 22. Doing the act without telling the buyer does not pass property.

4. The Presumptions Yield to Intention

Sections 20 to 22 are rules for ascertaining intention under Section 19(3), and apply only where no different intention appears. A term that property passes only on payment, on delivery or on installation will displace them. So will the circumstances, such as a practice that a shop customer does not own goods until he pays at the till.

5. The Position Stated Shortly

Section 20: in an unconditional contract for specific goods in a deliverable state, property passes when the contract is made, even if payment and delivery are postponed.
Section 21: where the seller must put the goods into a deliverable state, property passes when that is done and the buyer has notice.
Underwood: an engine that had to be detached and loaded was not in a deliverable state.
Kursell: timber not yet identified or felled was neither specific nor deliverable.
Section 22: where the seller must weigh, measure or test to fix the price, property passes when that is done and the buyer has notice.
All three are presumptions of intention and yield to a contrary intention.