1. In a sale the buyer becomes the owner of the goods at the time of making of contract but in an agreement to sell buyer becomes owner of goods at a later time.
2. A sale makes the buyer the owner of the goods. He can exercise al the proprietary rights in respect of them, such as an action for conversion or detenue. He acquires a jus in rem, that is, a right against the goods. The effect is that if the seller refuses to deliver the goods, the buyer may sue for recovery of the goods by specific performance. If the seller has resold the goods to another person, the buyer may follow the goods in his hands, unless that other had bought them in good faith and without notice.
On the other hand, an agreement to sell is a contract pure and simple. It is not a conveyance. The buyer’s right are only personal against the seller, that is, a jus in personam. He can sue only for damages for breach and not for recovery of goods.
3. In a sale, since the ownership in the goods has passed to the buyer, the risk of loss, if any, of the goods is on the buyer. But in an agreement to sell, the seller remains the owner of the goods and, therefore, he runs all the risks.
4. In a sale, if the buyer commits default, the seller may sue him for the price, that is, for specific enforcement of the contract. In an agreement to sell, the seller’s only remedy is to sue for damages for breach.
5. Sale is an executed contracted, where there is a contract plus a conveyance, whereas an agreement to sell is termed as executory contract pure and simple.
