What are the effects of delivery of goods in wrong quantity or of different description?

Section 37 of the Sale of Goods Act, 1930 governs three distinct situations of defective delivery — short delivery, excess delivery, and delivery of goods mixed with a different description — and prescribes the buyer's remedies in each case, subject always to any contrary trade usage, special agreement, or established course of dealing between the parties.

Short Delivery — Section 37(1)

Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject the goods delivered, but if he accepts them, he must pay for them at the contract rate. This rule preserves the buyer's freedom to insist on the exact bargain struck, while also recognising that if he chooses to keep what has actually been supplied, he cannot then complain about the price applicable to that reduced quantity.

The principle was illustrated in a case where a buyer contracted for five hundred maunds of rice but received only four hundred and twenty maunds, which he had weighed and accepted — the court held he was bound to pay for the rice at the contract rate for the quantity he actually accepted. This shows the practical operation of Section 37(1): acceptance of a short delivery does not entitle the buyer to demand the original contract price be reduced pro rata by some other measure or excuse further performance — payment must simply track the rate agreed for the goods actually taken.

Excess Delivery — Section 37(2)

Where the seller delivers to the buyer a quantity of goods larger than he contracted to sell, the buyer may accept the goods included in the contract and reject the rest, or he may reject the whole. If the buyer accepts the whole of the goods so delivered, including the excess, he must pay for them at the contract rate.

The Act's own illustration captures this well — a buyer who contracted for two dozen bottles of wine but received five dozen was entitled to reject the entire consignment, since the seller had failed to tender the goods precisely as contracted. This rule protects the buyer from being compelled to accept and pay for a quantity he never agreed to purchase, while still permitting him the option of accepting the excess if he wishes, provided he then pays for everything at the originally agreed rate.

Mixed Delivery with Goods of a Different Description — Section 37(3)

Where the seller delivers to the buyer the goods he contracted to sell, mixed with goods of a different description not included in the contract, the buyer may accept the goods which conform to the contract and reject the rest, or he may reject the whole. This provision addresses a distinct problem from mere quantity mismatch — here, the difficulty is qualitative, arising from the seller having supplied goods answering the contract description commingled with goods that do not answer that description at all.

This rule was applied in a case concerning the delivery of Ruabon coal that had become mixed with other coal in the course of delivery — the mixing rendered the entire consignment a bad delivery, since the buyer was no longer receiving simply what he had bargained for but an admixture that failed to correspond to the contractual description. The rationale underlying this rule is that a buyer who contracted for goods of a specific description is entitled to receive exactly that, and cannot fairly be compelled to sort through a mixed consignment to separate conforming from non-conforming goods, though the statute gives him the option to do so if he prefers, rejecting only the non-conforming portion.

The Overriding Qualification: Trade Usage and Agreement

Section 37 expressly subjects all three of these rules to any usage of trade, special agreement, or course of dealing between the parties. This qualification recognises that commercial practice in particular trades, or the specific terms and prior conduct agreed upon or established between the contracting parties, may displace the statutory default position entirely. Where such usage or agreement exists, it governs the consequences of short delivery, excess delivery, or mixed delivery in preference to the general rules laid down in Section 37(1) to (3).

Underlying Rationale Across All Three Situations

A common thread runs through all three limbs of Section 37 — the buyer is never compelled to accept anything other than precisely what he bargained for, but the law also permits him a degree of flexibility to accept a conforming portion where the goods delivered are practically severable into a part that matches the contract and a part that does not. This reflects a sensible commercial balance: rigid insistence on all-or-nothing rejection in every case of mismatch would often work hardship and waste, whereas allowing partial acceptance, at the buyer's option, lets him salvage whatever value the seller has actually managed to supply that meets the contractual bargain, while preserving his right to reject non-conforming goods and, in appropriate cases, the whole consignment where the deviation from the contract is significant enough that he prefers not to deal with it at all.

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