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Art. 1582. The vendee is bound to accept delivery and to pay the price of
the thing sold at the time and place stipulated in the contract. If the time
and place should not have been stipulated, the payments must be made at
the time and place of the delivery of the thing sold.
COMMENT:
Art.1589 The vendee shall owe interest for the period between the
delivery of the thing and the payment of the price, in the following three
cases:
(2) Should the thing sold and delivered produce fruits or income;
(b) In No. (2), the reason for the law is that the fruits or income is sufficient
to warrant the payment of interest.
(c) In No. (3), default is mora, called in delay under the provisions of the
Civil Code.
Rule for Monetary Obligations
Art. 1525. The seller of goods is deemed to be an unpaid seller within the
meaning of this Title:
(1) When the whole of the price has not been paid or tendered;
COMMENT:
(a) If only part of the price has been paid or tendered, the seller is still an
unpaid seller. Notice that the law uses the whole of the price.
(b) right of stoppage in transitu (available if seller has parted with the
possession);
Art. 1585. The buyer is deemed to have accepted the goods when he
intimates to the seller that he has accepted them, or when the goods have
been delivered to him, and he does any act in relation to them which is
inconsistent with the ownership of the seller, or when, after the lapse of a
reasonable time, he retains the goods without intimating to the seller that
he has rejected them.
COMMENT:
COMMENT:
(b) The buyer is allowed to set up the breach of the warranty or promise as
a set-off or counterclaim for the price.
Art. 1546. Any affirmation of fact or any promise by the seller relating to the
thing is an express warranty if the naturel tendency of such affirmation or
promise is to induce the buyer to purchase the same, and if the buyer
purchases the thing relying thereon. No affirmation of the value of the thing,
nor any statement purporting to be a statement of the sellers opinion only,
shall be construed as a warranty, unless the seller made such affirmation
or statement as an expert and it was relied upon by the buyer.
COMMENT.
A good test:
(b) If the buyer is expected to have an opinion AND the seller has no
special opinion, there is no warranty.
(Art. 1546, 1st sentence). It includes all warranties derived from the
language of the contract, so long as the language is express. Thus, the
warranty may take the form of an affirmation, a promise or a
representation.
Where it does not appear that the seller deliberately violated the truth when
he stated his belief that there were a certain number of coconut trees on
the land, no action will lie against him.
(1) An implied warranty on the part of the seller that he has a right to sell
the thing at the time when the ownership is to pass, and that the buyer shall
from that time have and enjoy the legal and peaceful possession of the
thing;
(2) An implied warranty that the thing shall be free from any hidden faults or
defects, or any charge or encumbrance not declared or known to the buyer.
This article shall not, however, be held to render liable a sheriff,
auctioneer, mortgagee, pledgee or other person professing to sell by virtue
of authority in fact or law, for the sale of a thing in which a third person has
a legal or equitable interest.
COMMENT:
(b) A buyer at a tax sale is supposed to take all the chances because there
is no warranty on the part of the State and a sheriff does not guarantee title
to the property he sells.
Art. 1522. Where the seller delivers to the buyer a quantity of goods less
than he contracted to sell, the buyer may reject them, but if the buyer
accepts or retains the goods so delivered, knowing that the seller is not
going to perform the contract in full, he must pay for them at the contract
rate. If, however, the buyer has used or disposed of the goods delivered
before he knows that the seller is not going to perform his contract in full,
the buyer shall not be liable for more than the fair value to him of the goods
so received.
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. If the buyer accepts the whole of the goods so
delivered he must pay for them at the contract rate.
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 are in accordance with the contract and
reject the rest.
COMMENT:
(b) Or buyer may ACCEPT what have been delivered, at the contract rate.
ANS.: Yes. But if B accepts the goods knowing that S cannot deliver the
remaining 20, he must pay for the 80 cans at the contract rate, namely, the
price fixed for each multiplied by 80. He cannot return the 80 because he
would be in estoppel.
(a) Buyer may reject ALL. He must not be burdened with the duty of
segregation, if he does not so desire.
(b) Buyer may accept the goods agreed upon and reject the rest.
(c) If he gets all, he must pay for them at the contract rate.
Where the seller delivers to the buyer the goods agreed upon MIXED with
goods of a different description, the buyer may:
(a) accept the goods which are in accordance with the contract, and
Art. 1548. Eviction shall take place whenever by a final judgment based on
a right prior to the sale or an act imputable to the vendor, the vendee is
deprived of the whole or of a part of the thing purchased.
The vendor shall answer for the eviction even though nothing has been
said in the contract on the subject.
COMMENT:
(b) The buyer and the seller are, of course, allowed to add to, subtract
from, or suppress this legal obligation on the part of the seller. Thus, it has
been held that the vendors liability for warranty against eviction in a
contract of sale is generally waivable and may be renounced by the
vendee.
(c) Although it is true that the government is not liable for the eviction of the
purchaser at a tax sale, still the owner of the property sold under execution
at the instance of the judgment creditor is liable for eviction, unless
otherwise decreed in the judgment.
(d) The buyer is allowed to enforce the warranty against the seller or
against the sellers of his own immediate seller.
(e) Even if the buyer does not appeal from a judgment ordering his eviction
and the judgment subsequently becomes final, the seller is still liable for the
eviction.
(f) Even if it was the buyer who instituted the suit against the third person,
still the seller would be liable, if the buyer is defeated. What is important is
that the buyer was defeated.
Keyword VICED
V value
C costs
E expenses
7. Difference bet hidden defects and patent. Give examples for each.
Requisites to recover because of hidden defects.
hidden defects are defects that are not known and could not have been
known); patent defects are those which may be visible
(a) The defect must be hidden (not known and could not have been
known);
(b) The defect must exist at the time the sale was made;
(c) The defect must ordinarily have been excluded from the contract;
The second paragraph states the rules for delivery by installments, and
distinguishes whether the breach is severable or not.
2) a foreclosure of mortgage.
Contract of Sale Contract to Sell
title over the property generally passes ownership is retained by the seller,
to the buyer upon delivery regardless of delivery and is not to pass
until full payment of the price.
after delivery has been made, the seller since the seller retains ownership,
has lost ownership and cannot recover despite delivery, he is enforcing and not
it unless the contract is resolved or rescinding the contract if he seeks to
rescinded oust the buyer for failure to pay.