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C I V I L L AW ( S AL E S )

MEMORY AID
ATENEO CENTRAL BAR OPERATIONS 2001
CHAPTER 1: INTRODUCTION
CONTRACT OF SALE
One of the contracting parties obligates himself to transfer th
e
ownership of and to deliver a determinate thing, and the other to pay therefor a
price
certain money or its equivalent. A contract of sale may be absolute or condition
al.
SALES
1. Contract of sale (absolute)
? real obligation
obligation to give
? remedies available:
a. specific performance
b. rescission
c. damages
2. Contract to sell (conditional)
? personal obligation
obligation to do
? remedies available:
a. resolution
b. damages
ESSENTIAL REQUISITES OF A CONTRACT OF SALE
1. consent
2. subject matter
3. price
CHARACTERISTICS OF CONTRACT OF SALE:
1. Nominate - law gave it a name
2. Principal - can stand on its own; unlike accessory contract
3. Bilateral - imposes obligation on both parties
a. obligation of seller transfer ownership & deliver
b. obligation of buyer pay for price
Consequence: power to rescind is implied in bilateral contracts
4. Onerous with valuable consideration
? Consequence: all doubts in construing contract to be resolved in greater
reciprocity of interest
5. Commutative
equal value is exchanged for equal value
? Test: subjective
as long as parties in all honesty that he is receiving equal
value then it complies with test & would not be deemed a donation; but must not
be absurd.
? Inadequacy of price or aleatory character not sufficient ground to cancel cont
ract
of sale; inadequacy can show vitiation of consent & sale may be annulled based
on vice but not on inadequacy
6. Consensual
meeting of minds makes a perfect contract of sale but needs delive
ry
to consummate.
7. Title & not a mode
gives rise to an obligation to transfer; it is delivery w/
c actually
transfer ownership; mode which actually transfer ownership.
STAGES IN LIFE OF CONTRACT OF SALE:
1. negotiation
2. perfection by mere consent; performance may be demanded ( specific
performance )
3. consummation
DISTINGUISHED FROM OTHER CONTRACTS:
1. Donation
? donation is gratuitous; sale is onerous
? donation is formal contract; sale is consensual
? donation is governed by law on donation; sale is governed by law on sales

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C I V I L L AW ( S AL E S )
MEMORY AID
ATENEO CENTRAL BAR OPERATIONS 2001
2. Barter
? in barter, the consideration is the giving of a thing; in sale, it is giving o
f money as
payment
? both are governed by law on sales; both are species of the genus sales
? if consideration consists party in money & partly by thing
look at manifest
intention; if intention is not clear (1468 ):
a. value of thing is equal or less than amount of money
sale
b. value of thing is more than amount of money barter
3. Contract for piece of work
? test in article 1467:
a. contract for delivery of an article which the vendor in the ordinary course o
f
business manufactures or procures for general market ( whether on hand or
not )
sale
b. goods are to be manufactured specially for a customer and upon special
order and not for the general market contract for piece of work.
? jurisprudence:
a. Timing test under art 1467; Inchausti; whether the thing transferred would
have never existed but for the order
contract for piece of work (abandoned)
b. Habituality test
enunciated in Celestino v CIR; contract of sale if
manufacturer engages in activity without need to employ extraordinary skills
and equipment; contract for piece of work is sale of service; contract of sale i
s
sale of things.
c. Nature of the object test enunciated in EEI v CIR; each product s nature of
execution differs from the others; products are not ordinary products of
manufacturer.
? main factor in decision of the SC: essence of why parties enter into it:
a. essence is object contract of sale
b. essence is service
contract for piece of work
4. Agency to sell
? in sale, buyer pays for price of object; in agency to sell, agent not obliged
to pay
for price, merely obliged to deliver price received from buyer.
? in sale, buyer becomes owner of thing; in agency; principal remains owner even
if object delivered to him
? in sale, seller warrants; in agency, agent assumes no risk/liability as long a
s
within authority given
? in sale, not unilaterally revocable; in agency, may be revoked unilaterally
because fiduciary & even w/o ground
? in sale, seller receives profit; in agency, agent not allowed to profit
? TEST: essential clauses of whole instrument ( art 1466 motherhood statement,
not good law )
? Agency is a personal contract; sale is real contract ( to give )
rescission no
t
available in agency
5. Dacion en pago
? dacion: contract where property is alienated to satisfy/extinguish obligation
to
pay debt
? in dacion: novates creditor-debtor relationship into seller-buyer
? in dacion: delivery is required ( real contract )
6. Lease
? in sale: obligation to absolutely transfer ownership of thing; in lease: use o

f thing
is for specified period only with obligation
? in sale: consideration is price; in lease:
? in sale: seller needs to be owner of thing
ssor
need not be owner
? lease with option to by: really a contract
name
only; it is a safe by installments

to return
consideration is rent
to transfer ownership; in lease: le
of sale but designated as lease in