Sale by Description and Sale by Sample— Implied Terms Explained

Implied Warranties and Sale by Sample & Description under the Sale of Goods Act, 1930 

This Article is for law students preparing for university papers, Civil Judge/Judicial Service exams, and viva discussions who want one dependable, exam-ready treatment of implied terms and sale by sample/description under the Sale of Goods Act, 1930. The safest way to answer any question in this area is to keep your structure statutory: Sections 14 to 17 are the core, but Section 41 (examination and acceptance) decides whether rejection was still available, Section 36(2) helps you sequence delivery obligations, Section 62 controls when implied terms can be excluded, and Contract Act, 1872, Section 55 becomes relevant when parties argue about whether “time was of the essence.” Pakistani courts repeatedly apply these provisions in commercial disputes, so this article keeps the doctrine tied to the sections and then anchors the propositions with local authority, while also giving you one short UK note (merchantable quality vs satisfactory quality) so comparative questions do not derail your answer.

Which Statute Applies and Why It Matters (Pakistan • India • UK)

In Pakistan and India the governing text is the Sale of Goods Act, 1930, and for exam purposes your anchor is Sections 14 to 17, with Section 41 controlling when the buyer is deemed to have accepted and Section 62 permitting exclusion or variation of implied terms; in practice, delivery sequencing and “time to lift” disputes also require you to touch Section 36(2) and, where the parties argue about whether time was “of the essence,” to invoke Contract Act, 1872, Section 55. In the United Kingdom the Sale of Goods Act 1979 still applies to many non-consumer sales, but most consumer protection now sits in the Consumer Rights Act 2015; the only comparative point you usually need is that the UK moved away from “merchantable quality” toward “satisfactory quality,” which uses a reasonable-person standard and takes description, price and surrounding circumstances into account. You do not need a new doctrine for comparison; you need one sentence to show you know the label and the standard.

Conditions and Warranties: Why the Classification Controls Remedies

Start every answer by classifying the term because your remedy follows the label: a condition goes to the root of the bargain and its breach entitles the buyer to reject the goods and repudiate the contract, while a warranty is collateral and its breach ordinarily yields damages but not rejection. In this area, the law treats identity and strict correspondence with description as a condition (Section 15), treats core quality standards as conditions when their statutory triggers are met (Section 16(1) on fitness and Section 16(2) on merchantable quality), and treats Section 17 (sale by sample) as a set of implied conditions designed to prevent a buyer being trapped by a sample that looks fine while the bulk hides defects or differs in quality. Warranties appear in Section 14 in the form of quiet possession and freedom from undisclosed encumbrances; even though they are labelled “warranties,” serious interference like eviction or forced payment to clear charges can still justify strong relief in practice, and the safe exam technique is to state the statutory label, state the ordinary remedy, and then show how the facts may justify restitution or rejection where the real performance has collapsed.

Section 14: Title, Quiet Possession and Freedom from Encumbrances

Section 14 inserts three protections into almost every sale: first, a condition that the seller has the right to sell; second, a warranty that the buyer will enjoy quiet possession; and third, a warranty that the goods are free from any undisclosed encumbrance. The structure is practical: where title fails entirely (for example, the goods are seized by the true owner), the buyer’s consideration fails; where the buyer’s possession is lawfully disturbed by a third party’s superior right, quiet possession is breached even if the goods physically remain with the buyer; and where a hidden lien, pledge, or charge surfaces and the buyer must pay to clear it, the “free from encumbrances” promise is broken and the buyer can recover that payment as damages. For viva, keep two points ready: the buyer need not prove fraud to claim for disturbance of quiet possession, and the measure of relief aims to put the buyer in the position they would have been in if Section 14 had been true at the time of sale.

Usage of Trade (S.16(3)) and the Duty to Warn of Dangerous Goods

Section 16(3) recognises that settled trade usages can imply terms on quality or fitness, so where a particular trade uniformly treats a feature as standard, courts may read that usage into the contract unless it is clearly excluded. Alongside this statutory openness to custom runs a common-law duty to warn where goods are dangerous in a way that a reasonable buyer would not expect: a seller who knows, or ought to know, of a latent hazard must give reasonable warning or instructions, and failure can sound in damages where injury follows. In exam writing you do not need long negligence discussion; a short illustration is enough to show you understand that dangerous-goods scenarios can sit neatly beside Section 16 without distorting the statutory scheme.

Section 16: Fitness for Purpose, Merchantable/Satisfactory Quality and Wholesomeness

Section 16 begins with caveat emptor and then creates the exceptions that matter most in problem questions. Under Section 16(1), a condition as to fitness arises when the buyer makes the particular purpose known, relies on the seller’s skill or judgment, and the seller deals in goods of that description; reliance may be express or inferred depending on the facts, but you should always show the examiner that you have checked purpose, reliance, and the seller’s course of business before concluding fitness is implied. Under Section 16(2), where goods are bought by description from a dealer in such goods, there is an implied condition that they are of merchantable quality, meaning saleable and usable under that description and free from latent defects that a reasonable examination would not reveal; for comparative questions you can note the UK’s shift toward “satisfactory quality,” but your analysis in Pakistan/India remains the same: does a defect make the goods unacceptable for ordinary use given their description. Courts also emphasise wholesomeness in the setting of food and drink as a practical application of these standards: food must be safe to consume, and contamination or concealed hazards defeat merchantability/fitness even where the item looks outwardly marketable. Always end the Section 16 discussion with the inspection caveat: if the buyer examined the goods, implied conditions do not extend to defects that such examination ought to reveal, but latent defects remain the seller’s risk.

Section 17: Sale by Sample — Meaning and Implied Protections (with Pakistani Authority)

A contract is “by sample” when the parties adopt a physical specimen as the benchmark for the bulk, and Section 17 supplies three implied protections: the bulk must correspond with the sample in quality; the buyer must be given a reasonable opportunity to compare the bulk with the sample; and the goods must be free from any latent defect which would not be apparent on reasonable examination of the sample but renders the goods unmerchantable. In Pakistani authority, Shifa Medico v Federation of Pakistan (2002 CLD 813, Lahore) is useful for exam answers because the supplier showed that the goods matched both sample and specification and the buyer had even recorded satisfaction in use, yet cancellation was attempted at the supplier’s “risk and cost” with a demand for damages; the High Court rejected that approach where conformity was proved and the buyer failed to produce cogent evidence of non-conformity, treating departmental notes and inspection-style paperwork as inadequate substitutes for actual proof of defect, particularly where any issue was rectifiable. Timing also matters in sample disputes, and Mahmood Industries v WAPDA (1987 CLC 1196, Lahore) supports the proposition that where goods are supplied by description or sample or both, the buyer has the right to examine within a reasonable time and to communicate rejection within a reasonable time, which links Section 17’s protections with Section 41’s acceptance rule in a neat exam-friendly way.

Section 15: Sale by Description — Strict Correspondence and Pakistani Case Line

Section 15 is the workhorse of commercial disputes because it goes to identity: a sale is “by description” whenever the contract identifies goods by brand, grade, model year, purity, origin, specification, packaging, or any trade-recognised name, and the implied condition is strict correspondence with that description even if the buyer saw the goods before contracting. For a modern local restatement of this strict approach, cite Allied Plastic Industries (Pvt.) Ltd. v ICC Chemical Corporation (2020 CLD 720, Sindh, Karachi), where the Court underlined that the buyer is entitled to what the contract describes and that it is not proper performance to deliver goods that do not answer the agreed description, making it a strong authority against “near-enough” arguments. Delivery-timing disputes often sit under Section 15 only when read with delivery sequencing, and Bari Rice Mills Ltd. v PASSCO (2007 CLC 1062, Lahore) is the key Pakistani authority: the contract contained reciprocal promises about making goods available for lifting and lifting within a period, the seller extended time twice, and the High Court held that time was not of the essence on those facts (read with Contract Act, 1872, Section 55) and that the buyer’s duty to lift arises only when conforming goods are made available; because conforming goods were not put in a deliverable state, the buyer’s obligation to lift did not mature and the buyer could not be blamed for breach of the time clause. When exam problems ask what the buyer should do on receiving non-conforming goods, Messrs Progressive Fibres Ltd. v Messrs Hyusung Corporation (1999 YLR 478, Sindh, Karachi) gives an exam-friendly answer: the buyer should refuse acceptance and intimate refusal promptly, and there is no requirement to accept non-conforming goods first and then fight for adjustments; prompt refusal preserves the right to reject and blocks later “acceptance by conduct” arguments.

Two further Pakistani decisions help you combine Sections 15 and 16 and deal with inspection certificates. In Government of Pakistan v Overseas Enterprises (Pvt.) Ltd. (1992 CLC 1138, Sindh, Karachi), the contract for timber involved pre-shipment inspection and release of 99% price against an inspector’s certificate, but the report itself stated it was based on visual findings and did not relieve the seller of contractual obligations; the Court held that the combined effect of Sections 15 and 16 is that goods of a specified description must answer the description and be saleable under that description, and a visual inspection certificate containing disclaimers cannot bar the buyer from insisting on actual conformity. In Bengal Oil Mills Ltd. v Hussain Company (1980 CLC 1153, Sindh, Karachi), the Court clarified what “description” means in Section 15: not merely the broad kind of goods but their identity and character—those defining characteristics the market treats as essential—so the seller must deliver goods of the right kind with the appropriate characteristics and qualities and cannot rely on “something close.” A simple supporting statement that every sale by description carries this implied condition can be taken from Agha Brothers v Tharparkar District T.B. Association (1979 CLC 831, Sindh, Karachi), which is often cited as a clear local articulation of the Section 15 condition.

Where trade meanings and boilerplate exclusions collide, Messrs Fairland Export Syndicate v Messrs Bengal Oil Mills Ltd. (1970 PLD 125, Sindh, Karachi) is especially useful: the sale was for “decorticated cotton-seed oil cakes,” a trade term understood to carry an expected range of oil and albuminoid content; the goods were deficient and the buyer succeeded even without a specific “guarantee of analysis,” because the Court treated the trade meaning as part of the description and construed exclusionary language narrowly. Finally, when brands and labels determine market price, Paramount Corporation v Haji Moosa Haji Oomar (1954 PLD 32, Sindh Chief Court) becomes your strongest authority: the contract was for “Burna Brand” yarn, multiple brands existed at different prices, and the Court held that the brand/label was part of the description, so a general printed clause (“buyer must take delivery as received”) could not override the specific brand term that mattered to the bargain.

When a Sale is both by Sample and by Description — The Double Test

In hybrid contracts the safest exam statement is a double filter: the bulk must correspond with the sample in quality and must also correspond with the description that fixes identity; it is not enough that the goods match the sample if they fail the description, and it is not enough that they match the description if they fail the sample. Practically, the sample typically speaks to quality while the description speaks to nature and identity, so applying both prevents an inferior identity being slipped in behind a presentable sample.

Section 41: Examination and Acceptance — Timing Your Rejection Properly

Section 41 is where examiners set traps: the buyer is not deemed to have accepted until the buyer has had a reasonable opportunity to examine the goods to determine conformity, acceptance may be inferred by acts inconsistent with the seller’s ownership but only after such opportunity, and rejection must be communicated within a reasonable time. This is exactly where Mahmood Industries v WAPDA (1987 CLC 1196, Lahore) helps, because it supports the proposition that whether the goods are supplied by description, by sample, or both, the buyer’s right to examine and to reject within a reasonable time remains intact. In a problem answer, always state the delivery date, the earliest real opportunity to examine, what inspection was done, and the date and content of the rejection notice; that single discipline prevents “acceptance by delay” arguments from swallowing your Section 15/17 remedy.

Delivery, Time and “Lifting” Obligations — Sequencing under S.36(2) and Contract Act S.55

Disputes about “lifting within X days” are not solved by counting days in isolation but by sequencing promises: Section 36(2) supports the idea that delivery must be made in a reasonable manner and at a reasonable hour if not otherwise agreed, and when coupled with Contract Act Section 55 the conclusion in many commodity cases is that time is not of the essence where the seller itself extended time or did not place conforming goods in a deliverable state. Bari Rice Mills Ltd. v PASSCO (2007 CLC 1062, Lahore) is the leading authority spelling this out by holding that the buyer’s duty to lift arises only once the seller tenders goods that meet the agreed description; absent such tender the buyer cannot be treated as breaching the time clause. The practical behaviour expected from a buyer is reflected in Progressive Fibres v Hyusung (1999 YLR 478), which confirms that a buyer should refuse non-conforming goods and communicate refusal promptly, which protects the right to reject and blocks later arguments that the buyer’s conduct amounted to acceptance.

Excluding or Varying Implied Terms — Section 62 (plus brief UK note)

Section 62 allows parties to exclude or vary implied terms by express agreement, course of dealing or binding usage, but Pakistani courts are cautious with boilerplate that appears to wipe out the core protection of identity under Section 15 and therefore construe such clauses narrowly. The approach in Fairland Export Syndicate v Bengal Oil Mills (1970 PLD 125) illustrates this: the trade meaning governed despite the absence of a “guarantee of analysis,” and broad exclusionary language did not excuse delivery of deficient goods under a recognised trade description. Paramount Corporation (1954 PLD 32) pushes the same instinct in a brand/label setting by refusing to let a generic printed clause override a specific brand promise central to price and identity. If you need a UK comparison sentence, note that in business-to-business sales exclusion clauses face a reasonableness test under UCTA 1977, and in consumer contracts CRA 2015 makes core rights such as “as described” and “satisfactory quality” largely non-excludable; one sentence is enough to show awareness without turning your answer into UK law.

Answer-Writing Strategy: How to Frame a High-Scoring Exam Answer

For theory questions, start with a one-line roadmap naming Sections 15 and 16 and stating that Section 15 safeguards identity while Section 16 safeguards quality and fitness when its triggers are met, then define “description” as identity and character, then explain merchantable quality as saleable/usable under the description with no latent defects, and then add the inspection caveat and a brief UK comparison line if asked. After the doctrine, place Pakistani authorities in doctrinal order: Allied Plastic for strict “as described,” Bengal Oil Mills for what “description” means, Agha Brothers for the always-on implied condition, Overseas Enterprises for inspection certificates not absolving sellers, and Fairland Export and Paramount for trade meaning and labels defeating boilerplate. For problem questions (especially lifting/time disputes), write a sequencing paragraph that the duty to lift matures only after tender of conforming goods, cite Bari Rice Mills alongside Section 36(2) and Contract Act Section 55, and then close with Progressive Fibres on refusal mechanics and Section 41 on reasonable time to examine and reject. For sample questions, open with Section 17’s three protections in one sentence, apply the latent-defect rule to the facts, and then cite Shifa Medico for proven conformity defeating arbitrary cancellation and Mahmood Industries for reasonable time to examine and reject.

Conclusion: One Page of Takeaways You Can Memorise

The whole topic can be remembered through three pillars: Section 15 protects identity and is applied strictly so that the buyer gets exactly what the description promises; Section 16 protects quality and fitness in purchases by description from dealers and strikes at latent defects while respecting the inspection caveat; Section 17 protects sample buyers against quality drift and hidden defects that reasonable sample inspection will not reveal, while Section 41 polices timing so that acceptance is not forced before fair examination. Pakistani case law gives you locally grounded authority for each rung: Allied Plastic for strict “as-described,” Bari Rice Mills for sequencing and time, Progressive Fibres for refusal and intimation, Overseas Enterprises for inspection certificates not absolving sellers, Bengal Oil Mills for the meaning of description, Agha Brothers for the always-on condition, Fairland Export for trade meaning and narrow reading of exclusions, and Paramount for labels/brands as description, with Mahmood Industries and Shifa Medico rounding out the examination/acceptance and sample conformity angles. If you pin each paragraph to the section and then attach one precise local case to the point, your answer reads like counsel’s submissions and scores well.