Contract of Sale and Contract to Sell: What`s the Difference?

When it comes to buying and selling goods or services, contracts are an integral part of the transaction process. Two common types of contracts used in commerce are the contract of sale and the contract to sell. While these two may sound similar, they have significant differences that one should be aware of.

Contract of Sale

A contract of sale is an agreement between two parties where the seller agrees to transfer ownership of the goods to the buyer in exchange for the agreed price. The contract of sale takes place when there is an actual physical exchange of goods between the seller and the buyer. In this type of contract, the ownership of the goods is transferred from the seller to the buyer immediately upon the delivery of the goods.

For example, if a person buys a car from a dealership, the contract of sale states that the dealership transfers ownership of the car to the buyer once the buyer pays the agreed price and takes possession of the car. The contract of sale is complete once all terms and conditions of the transaction have been fulfilled.

Contract to Sell

On the other hand, a contract to sell is an agreement between two parties for future purchase and sale of goods. In this type of contract, the seller undertakes to transfer ownership of the goods to the buyer at a later time upon the fulfillment of certain conditions, such as payment of the full purchase price.

For example, if a buyer agrees to purchase a house and lot from the seller, the contract to sell would state that the buyer will become the owner of the property once he pays the full purchase price. Until then, the seller retains ownership of the property.

Key Differences

One of the main differences between a contract of sale and a contract to sell is the timing of the transfer of ownership of the goods. In a contract of sale, the ownership is transferred immediately upon delivery of the goods. In a contract to sell, ownership is transferred only upon fulfillment of certain conditions.

Another significant difference is the risk of loss. In a contract of sale, the buyer assumes the risk of loss of the goods once ownership is transferred. In a contract to sell, the seller retains the risk of loss until ownership is transferred to the buyer.


In conclusion, while both contract of sale and contract to sell are used to define a buying and selling agreement, it is crucial to understand the differences between the two. When drafting or reviewing contracts, it`s essential to ensure that the correct terms are used to avoid confusion and legal disputes that may arise from unclear or ambiguous language. As with any legal agreement, it is always wise to consult with a lawyer before finalizing any transaction.

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