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Section 85: Sections 76 to 123 [Repealed by the Indian Sale of Goods Act, 1930]

Indian Contract Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 1872
Section 84 All 266 Sections of Indian Contract Act Section 86

Legal Commentary & Landmark Judgments: Section 85

Section 85 of the Indian Contract Act, 1872 originally regulated the transfer of ownership on completion of an entire (indivisible) contract, providing that property does not pass until the whole contract is fulfilled; repealed by Act 3 of 1930 and succeeded by Sections 19 and 20 of the Sale of Goods Act, 1930.

  • Indivisible or Entire Contractual Framework: Addressed entire contracts where the consideration was lump-sum and dependent upon the complete performance of the whole engagement (e.g., supply of an entire integrated plant).
  • Conditional Title Transfer upon Complete Performance: Ownership in any part of the goods did not transfer to the buyer until the seller had completely executed the entire contract or completed all deliverables.
  • Legislative Repeal and Modern Succession (Act 3 of 1930): Repealed by Act 3 of 1930; replaced by the modern rule of intention under Section 19 of the Sale of Goods Act, 1930, which looks to the express intention of the parties to ascertain when property passes.
Key Landmark Precedents:
  • P.S.N.S. Ambalavana Chettiar v. Express Newspapers Ltd. (1968) 2 SCR 439 / AIR 1968 SC 741: The Supreme Court analyzed the concept of entire versus severable contracts in commercial sales, tracing the statutory principles governing the passing of property from Section 85 of the Contract Act to Sections 19 and 20 of the Sale of Goods Act.
  • Couturier v. Hastie (1856) 5 HLC 673: Leading authority on entire cargo sales, establishing that where a contract contemplates an indivisible whole, rights and liabilities are determined by the entirety of the subject matter.
Courtroom Practice & Strategic Litigation Guidance:

When representing buyers in turnkey equipment purchases, structure the contract as an 'entire contract' so that title and payment obligations are deferred until complete commissioning. When representing sellers, explicitly contract out of Section 85 principles by drafting severable delivery and payment schedules under Section 19 SGA.

Section 84 All 266 Sections of Indian Contract Act Section 86