Bava Basra, Chapter 5, Mishnah 6. The Mishnah continues to discuss the laws pertaining to the sale of movable property, but here we move away from interpreting ambiguous words and turn to the fundamental principles governing these types of transactions.
Two Stages in Every Transaction:
In every transaction, transfer of rights, or transfer of ownership, two essential stages are required:
Meeting of the minds - A basic agreement between the buyer and seller regarding the terms of the transaction, and for the sake of simplicity let us say: on the price.
Maaseh kinyan - An act of acquisition that must actually be performed, through which the transfer of ownership or rights takes effect.
This rule is always valid, and the following mishnayos will analyze it.
Our Mishnah discusses the possibility that the expectations between the buyer and seller will not be met, and what the law is in such a situation. It should be clarified that this is not an issue of ona'ah. Ona'ah involves taking advantage of the buyer or the seller through deception - where the buyer pays too much or the seller receives too little, by an amount exceeding one-sixth of the accepted market price. In such a scenario of exploitation or fraud, the defrauded party is entitled to demand the difference, or to cancel the transaction entirely.
Our concern here is with expectations that were not met regarding quality. In these situations, there are four possibilities:
The buyer can back out.
The seller can back out.
Neither of them can back out once an act of acquisition has been made.
Both of them can back out.
"Arba midos b'mochrin" - Four rules regarding sellers:
"Machar lo chitin yafos v'nimtze'u ra'os" - Reuven sold Shimon high-quality wheat, grade A wheat, and Shimon agreed to buy it at a certain price. After taking the wheat, he discovered it was inferior, grade B wheat. In this case, "haloke'ach yachol lachzor bo" - the buyer is entitled to cancel the transaction completely if he wishes. Even though there was an agreement on the price and an act of acquisition was performed, it means nothing, because this is an erroneous transaction: he thought he was getting grade A wheat and he received grade B wheat. The implication is that the seller cannot back out under any circumstances; even if the price of wheat changes and he wants to take it back to sell at a higher price, the transaction is already closed as far as he is concerned.
"Ra'os v'nimtze'u yafos" - The transaction was made for inferior wheat, grade B wheat, and when the buyer took it home it turned out to be grade A wheat. In this case, "mocher yachol lachzor bo" - the seller is entitled to cancel the transaction and say: This was supposed to be grade B wheat, and by mistake I gave you grade A wheat. The buyer, however, can no longer back out.
"Ra'os v'nimtze'u ra'os" - The buyer wanted to purchase wheat, the seller informed him in advance that the wheat he had was of poor quality, the buyer agreed, and the wheat indeed turned out to be poor. In this case, the buyer cannot back out. Even if he claims that the seller usually downplays the value of his merchandise and says it is bad when it is actually good enough, whereas here it turned out to be truly bad - this claim has no substance. Once it was established in the agreement, whether in writing or verbally, that they are dealing with grade B wheat, and it is indeed grade B wheat, neither of them is permitted to back out.
"Yafos v'nimtze'u yafos" - The transaction was made for high-quality wheat, grade A wheat, and indeed grade A wheat was supplied. Neither of them can back out, even if the price of wheat rose or fell drastically and one of the parties wishes to cancel. There was a meeting of the minds here, an act of acquisition was performed, and the transaction was completed.
When the Type of Merchandise Supplied is Not the Expected Type:
It goes without saying that if the buyer thinks he is receiving wheat and the seller supplies him with barley, the transaction does not begin at all. This is an erroneous transaction, this was not the agreement, and there is no acquisition here. What is the law when he asked for wheat and received wheat, except that it is a different strain - not of an inferior quality, but a different type?
"Shechamtis venimtseis levanah" or "levanah venimtseis shechamtis" - The transaction was made for red wheat and it was found to be white, or vice versa. Neither is necessarily better than the other; each has its advantages, and some want red while others want white. However, what was supplied does not meet the conditions of the transaction, and therefore the transaction is not binding.
"Etzim shel zayis venimtse'u shel shikmah" or "shel shikmah venimtse'u shel zayis" - The buyer needed wood and explicitly noted that he wanted olive wood, and in practice, sycamore wood was supplied, or vice versa. This was not the agreement.
"Yayin venimtza chometz" or "chometz venimtza yayin" - Sometimes a person asks for wine to drink and sometimes for vinegar, and both are good for their own purposes. But the agreement was for wine and vinegar was supplied, or for vinegar and wine was supplied.
In all these cases, "sheneihem yecholin lachzor bahen" - either of the parties, if they so desire, may back out and receive their money back, because this is not the type of product that was agreed upon, and it is a mistaken transaction.
In summary: The Mishnah listed four rules regarding sellers. When inferior merchandise is supplied compared to what was promised - the buyer may back out; when superior merchandise is supplied compared to what was promised - the seller may back out; when what was supplied matches what was agreed upon, whether bad or good - neither of them can back out, since there was full resolve and an act of acquisition was made; and when a completely different type is supplied, which is not inferior but just different - both of them can back out based on the law of a mistaken transaction.