Seller
Also called: Vendor, Unpaid seller
A person who sells or agrees to sell goods. Section 2(13) of the Sale of Goods Act, 1930. For the unpaid seller's rights, 'seller' also includes a person in the position of a seller (Section 45(2)).
Explained
Section 2(13) of the Sale of Goods Act, 1930 defines seller as a person who sells or agrees to sell goods, and Section 2(1) defines buyer correspondingly. The definition covers both a completed sale and an agreement to sell, so a person remains a seller even before property in the goods has passed. Section 31 states the seller's basic duty: to deliver the goods in accordance with the terms of the contract, while the buyer must accept and pay for them.
The concept matters most in Chapter V, on the rights of an unpaid seller. Under Section 45(1), a seller is an unpaid seller when the whole of the price has not been paid or tendered, or when a bill of exchange or other negotiable instrument received as conditional payment has been dishonoured. Section 45(2) extends 'seller' in that Chapter to any person in the position of a seller, such as an agent of the seller to whom the bill of lading has been endorsed, or a consignor or agent who has himself paid, or is directly responsible for, the price.
Section 46 gives the unpaid seller, even after property has passed, a lien on the goods while in possession (Section 47), a right of stoppage in transit on the buyer's insolvency (Section 50), and a limited right of resale. Where property has not passed, he also has a right of withholding delivery. These are rights against the goods, distinct from his personal remedy of a suit for the price.
For immovable property, the Transfer of Property Act uses 'seller' in Section 55, which lists the seller's duties, including disclosure of material latent defects, production of title documents and delivery of possession, and his implied covenant for title. Examiners test the agent-as-seller extension in Section 45(2), the two situations of an unpaid seller and the Section 55 disclosure duty.
What the law says
(13) “seller” means a person who sells or agrees to sell goods;
Defines seller in Section 2(13) and buyer in Section 2(1)
(1) The seller of goods is deemed to be an “unpaid seller” within the meaning of this Act—
(a) when the whole of the price has not been paid or tendered;
(b) when a bill of exchange or other negotiable instrument has been received as conditional payment, and the condition on which it was received has not been fulfilled by reason of the dishonour of the instrument or otherwise.
(2) In this Chapter, the term “seller” includes any person who is in the position of a seller, as, for instance, an agent of the seller to whom the bill of lading has been endorsed, or a consignor or agent who has himself paid, or is directly responsible for, the price.
Unpaid seller; extended meaning of seller
(1) Subject to the provisions of this Act and of any law for the time being in force, notwithstanding that the property in the goods may have passed to the buyer, the unpaid seller of goods, as such, has by implication of law—
(a) a lien on the goods for the price while he is in possession of them;
(b) in case of the insolvency of the buyer a right of stopping the goods in transit after he has parted with the possession of them;
Rights of the unpaid seller
It is the duty to the seller to deliver the goods and of the buyer to accept and pay for them, in accordance with the terms of the contract of sale.
Duties of seller and buyer
In the absence of a contract to the contrary, the buyer and the seller of immoveable property respectively are subject to the liabilities, and have the rights, mentioned in the rules next following, or such of them as are applicable to the property sold:
(1) The seller is bound—
(a) to disclose to the buyer any material defect in the property [or in the seller’s title thereto] of which the seller is, and the buyer is not, aware, and which the buyer could not with ordinary care discover;
Rights and liabilities of seller of immovable property
Example
For example, S sells cloth to B on credit and dispatches it by rail. Before delivery B becomes insolvent. S, an unpaid seller, may stop the goods in transit under Section 50 of the Sale of Goods Act.
For the exam
- Seller: person who sells or agrees to sell goods (Section 2(13) SGA).
- Unpaid seller: price not fully paid or tendered, or negotiable instrument dishonoured (Section 45(1)).
- Agent with endorsed bill of lading or consignor who paid the price is a 'seller' for Chapter V (Section 45(2)).
- Unpaid seller's rights: lien, stoppage in transit on insolvency, resale (Section 46).
- Seller of immovable property must disclose material latent defects (Section 55 TPA).
568 questions in the Law Maker question bank use this term. Practise Partnership and Sale of Goods Acts questions
Related terms
- BuyerA person who buys or agrees to buy goods. Section 2(1) of the Sale of Goods Act, 1930; the buyer of immovable property has rights and duties under Section 55 of the TPA.
- GoodsUnder Section 2(7) of the Sale of Goods Act, 1930, every kind of movable property other than actionable claims and money, including stocks and shares, growing crops and things to be severed from land.
- DeliveryUnder Section 2(2) of the Sale of Goods Act, 1930, the voluntary transfer of possession from one person to another. It may be actual, symbolic or constructive.
- Caveat emptorLet the buyer beware. A buyer must satisfy himself about the quality and fitness of what he buys, since the seller gives no implied assurance except as the law provides.
- SaleA transfer of ownership in exchange for a price paid or promised or part-paid and part-promised (Section 54 of the TPA). Sale of goods is governed separately by Section 4 of the Sale of Goods Act, 1930.
Further reading
Checked 6 November 2026. Statutory text is quoted from the Bare Acts library, taken from India Code. See the full glossary.