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The subjective test of the commutative nature of sale is further bolstered by the principle

that inadequacy of price does not affect ordinary sale. Inadequacy of price may be a
groundfor setting aside an execution sale but is not a sufcient ground for the
cancellation of a voluntary contract of sale otherwise free from invalidating effects.

Inadequacy of price may show vicein consent, in which case the sale may be annulled,
but suchannulment is not for inadequacy of price, but rather for vitiationin consent.

Only recently Buenaventura v. Court of Appeals held that:Indeed, there is no


requirement that the price be equal to theexact value of the subject matter of sale; all
that sellers believedwas that they received the commutative value of what they gave. All
the respondents believed that they received the commutativevalue of what they gave.

Manongsong v. Estimo emphasized that once a sale has been duly perfected, its validity
cannot be challenged on the ground of the non-transfer of ownership of the property
sold at that time of the perfection of the contract, since it is consummated upon delivery
of the property to the vendee. It is through tradition or delivery that the buyer acquires
ownership of the property sold. Consequently, the proper remedy was not annulment,
but rescission.

Although in one case the Court dened a sale as a contract transferring dominion and
other real rights in the thing sold,sale is merely title that creates the obligation on the
part of the seller to transfer ownership and deliver possession, but on its own sale is not
a mode that transfers ownership.

The Roman Law concept of sale encompassing only the obligation of the seller to deliver
the property is actually consistent with the treatment of sale as merely a title, and by its
perfection does not affect the ownership nor effect the transfer thereof to the buyer.
Since it is tradition or delivery as the mode by which ownership over the subject matter is
transferred to the buyer, the Roman Law concept of mandating delivery of possession of
the subject matter as the essence of the sale contract would be logical. This is in stark
contrast to the common law concept that the perfection of a sale over a determinate
subject matter which is ready for delivery would legally transfer ownership to the buyer,
even when there has been no actual or constructive delivery thereof by the seller.

Celestino Co recognized that the essence of a contract for a piece-of-work is the sale of
service unlike in a sale where the essence is the sale of an object. It also conceded that
if the company accepts a job that requires the use of extraordinary or additional
equipment, or involves services not generally performed by it it thereby contracts for a
piece of work lling special orders within the meaning of Article 1467. In that case,
however the Court found that the orders exhibited were not shown to be special: They
were merely orders for work nothing is shown to call them special requiring
extraordinary service of the factory.

Engineering Equipment conrms the abandonment of the timing application of the upon
special order test under Article 1467, and that just because the thing came into
existence after, and was motivated to be produced by reason of, a specic order, does
not necessarily qualify the underlying transaction to be a contract for a piece-of-work.

The crucialapplicationof the upon special order test under Article 1467 inEngineering
Equipment was the nature of the object or the test of necessity, when it took into
consideration the nature of execution of each order

The core test inEngineering Equipment was that each product or system executed by it
had, by its nature, to be unique and always different from other orders it had to service in
the past, and that even if it wanted to, EEI could not stockpile or even mass-produce the
products because of their very nature.

Taken together, both Celestino Co and Engineering Equipment established the proper
application of the upon special order test under Article 1467, as not merely one of
timing of the ow of the transactions, but one that goes into the nature of the product
involved when it was possible for the manufacturer or producer to be able to produce the
product ahead of any special order given by a customer or client.

To Tolentino, the distinction between the two contractsdepends on the intention of the
parties. Thus, if theparties intended that at some future date an object hasto be
delivered, without considering the work or laborof the party bound to deliver, the contract
is one of sale.But if one of the parties accepts the undertaking on thebasis of some plan,
taking into account the work hewill employ personally or through another, there is
acontract for a piece of work

These features exclude the legal conception of an agency or order to sell whereby the
mandatory or agent received the thing to sell it, and does not pay its price, but delivers to
the principal the price he obtains from the sale of the thing to a third person, and if he
does not succeed in selling it, he returns it. By virtue of the contract between the plaintiff
and the defendant, the latter, on receiving the beds, was necessarily obliged to pay their
price within the term xed, without any other consideration and regardless as to whether
he had or had not sold the beds.
The Court also noted that merely because by their contract, the parties designated the
arrangement as an agency did not mean the characterization to be conclusive, [b]ut it
must be understood that a contract is what the law denes it to be, and not what it is
called by the contracting parties.

PARTIES

Generally, minors, insane and demented persons, and deaf-mutes who do not know how
to write, have no legal capacity to contract and therefore are disqualied from being
parties to a sale. Nonetheless, contracts entered into by such legally incapacitated
persons are not void, but merely voidable, subject to annulment or ratication. The

action for annulment cannot be instituted by the person who is capacitated since he is
disqualied from alleging the incapacity of the person with whom he contracts.

Cruz v. Court of Appeals, but which held that [a]lthough under Art. 1490 the husband
and wife cannot sell property to one another as a rule which, for policy consideration and
the dictates of morality require that the prohibition apply to common-law relationship,but
that when registered property has been conveyed subsequently to a third-party-buyer in
good faith and for value, then reconveyance is no longer available to common-law
spouse, since under the Torrens system every buyer has a right to rely upon the title of
his immediate seller.

CONTINGENT FEE

Ababa held: A contract for a contingent fee is not covered by Article 1491 because the
transfer or assignment of the property in litigation takes effect only after the nality of
afavorable judgment. In the instant case, the attorneys fees . . .consisting of one-half
(1/2) of whatever [the client] might recoverfrom his share in the lots in question, is
contingent upon thesuccess of the appeal. Hence, the payment of the attorneys
fees,that is, the transfer or assignment of one-half (1/2) of the propertyin litigation will
take place only if the appeal prospers. Therefore,the transfer actually takes effect after
the nality of a
favorable judgment rendered on appeal and not during the pendency ofthe litigation
involving the property in question. Consequently, thecontract for a contingent fee is not
covered by Article 1491.

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