Beruflich Dokumente
Kultur Dokumente
Seller need not own the thing to be sold, all that is required of him is the right to transfer
ownership thereof at the time it is delivered.
1460. A thing is determinate when it is particularly designated or physically segregated from all others of the same class. *Relate w/ Art. 1349, CC
1461. Things having a potential existence may be the object of the contract of sale. ‘Things having a potential existence’ – something that is reasonably certain to come into existence as the natural increment or usual incident of something in existence already
The efficacy of the sale of a mere hope or expectancy is deemed subject to the condition belonging to the seller
that the thing will come into existence. - The moment the thing does come into existence, title is vested upon the buyer.
The sale of a vain hope or expectancy is void.
Emptio Rei Speratae Emptio Spei
Sale of a thing not yet in existence subject to the condition that the thing will exist & on Sale of hope itself that the thing will come into existence even if the thing does not
failure of the condition, the contract becomes ineffective & hence, the buyer has no obli eventually exist
to pay the price
Future thing is certain as to itself but uncertain as to its quantity & quality It is not certain that the thing itself will exist, much less its quantity & quality
Deals w/ a future thing Deals w/ a present thing – the hope or expectancy
Presumption is in favor of Emptio Rei Speratae
1462. The goods w/c form the subject of a contract of sale may be either existing goods, Existing goods – goods owned or possessed by the seller
owned or possessed by the seller, or goods to be manufactured, raised, or acquired by the Future goods – goods to be manufactured, raised, or acquired by the seller
seller after the perfection of the contract of sale, in this Title called “future goods”.
In the sale of future goods, the seller assumes the risk of acquiring the title (to the future goods) & making the conveyance, or responding in damages for the buyer’s loss of his
bargain
1462 does not apply if the goods are to be manufactured ESPECIALLY for the buyer, b/c that case is a contract for a piece of work & not of sale.
1463. The sole owner of a thing may sell an undivided interest therein. Legal effect of the sale of an undivided interest in a thing is to make the buyer a co-owner in the thing sold
1464. In the case of fungible goods, there may be a sale of an undivided share of a specific mass, though the seller purports to sell & the Fungible goods – goods of w/c any unit is, from its nature or by mercantile usage, treated as the equivalent of any other unit
buyer to buy a definite number, weight or measure of the goods in the mass, & though the number, weight or measure of the goods in
the mass is undetermined. By such sale the buyer becomes owner in common of such a share of the mass as the number, weight or Owner of mass may sell only an undivided share thereof, provided the mass is specific or capable of being made determinate.
measure bought bears to the number, weight or measure of the mass. If the mass contains less than the number, weight or measure - By such sale, buyer becomes a co-owner of the seller of the whole mass in proportion in w/c the definite share bought bears to the
bought, the buyer becomes the owner of the whole mass & the seller is bound to make good the deficiency from goods of the same kind mass
& quality, unless a contrary intent appears. - Aliquot share of each owner can be determined only by the measurement of the entire mass. If it turns out that the whole mass is
actually LESS than the thing sold, the buyer becomes the owner of the whole mass & the seller must supply the deficiency.
1465. Things subject to a resolutory condition may be the object of the contract of sale. *Resolutory condition – an uncertain event upon the happening of w/c the obli (or right) subject to it is extinguished.
1466. In construing a contract containing characteristics of both the contract of sale & of By the contract of agency, a person binds himself to render some service or to do Read: Quiroga v Parsons
the contract of agency to sell, the essential clauses of the whole instrument shall be something in representation or on behalf of another, w/ the consent or authority of the
considered. latter. (1868, CC)
Sale Agency
Buyer receives the goods as owner Agent receives the goods as the goods of
the principal who retains ownership over
them & has the right to fix the price &
terms of the sale & receive the proceeds
less the agent’s commission upon the
sales made
Buyer has to pay the price Agent simply has to account for the
proceeds of the sale he may make on the
principal’s behalf
Buyer, generally, cannot return the object Agent can return the object in case he is
sold unable to sell the same to a 3rd person
Seller warrants the thing sold Agent makes no warranty for w/c he
assumes personal liability as long as he
acts w/in his authority & in the name of
the seller
Buyer can deal w/ the thing sold as he Agent in dealing w/ the thing received,
pleases must act & is bound according to the
instructions of his principal.
1467. A contract for the delivery at a certain price of an art w/c the vendor in the ordinary By the contract of a piece of work, the contractor binds himself to execute a piece of work for the employer, in consideration of a certain price or compensation.
course of his business manufactures or procures for the gen’l market, whether the same is
on hand at the time or not, is a contract of sale, but if the goods are to be manufactured The distinction b/w a contract of sale & one for a piece of work is tested by the inquiry whether the thing transferred is one not in existence & w/c NEVER WOULD HAVE EXISTED IF
specially for the customer & upon his special order, & not for the gen’l market, it is a NOT FOR THE ORDER of the party desiring to acquire it or a thing w/c WOULD HAVE EXISTED & been the subject of sale to some other person, even if the order had not been given.
contract for a piece of work.
Contract of Sale Contract for a Piece of Work
The object of the sale would have existed & been the subject of sale to some other The object of the sale never would have existed if not for the order of the party
person, even if the order had not been given desiring to acquire it
Risk of loss before delivery is borne by the buyer (at least according to 1480) Risk of loss before delivery is borne by the contractor
W/in the statute of frauds Not w/in the Statute of Frauds
Read: Concrete Aggregates v CTA
1468. If the consideration of the contract consists partly in money, & partly in another By the contract of barter/exchange, one of the parties binds himself to give one thing in In the lease of things, one of the parties binds himself to give to another the
thing, the transaction shall be characterized by the manifest intention of the parties. If consideration of the other’s promise to give another thing. enjoyment or use of a thing for a price certain & for a period w/c may be definite or
such intention does not clearly appear, it shall be considered a barter if the value of the indefinite.
thing given as a part of the consideration exceeds the amount of the money or its Rule in determining the character of a contract the consideration of which is partly in *Difference b/w sales & lease is in lease, only TEMPORARY possession & enjoyment is
equivalent; o/w, it is a sale. money & partly in another thing: transferred unto the lessee.
1. Determine intention of the parties
2. If such intention does not appear: Dacion en pago – Alienation of prop to the creditor in satisfaction of a debt in money.
a. Value of thing given > amount of money or its equivalent = BARTER
b. Value of thing given < amount of money or its equivalent = SALE Sale Dacion En Pago
No preexisting credit or debt Pre-existing credit or debt
Oblis are created Oblis are extinguished
Cause is, as to the seller, the price paid & Cause is, as to the debtor, the
as to the buyer, the thing sold. extinguishment of debt & as to the
creditor, he object acquired in lieu of
the credit
More freedom in fixing the price Less freedom. Lols
Buyer still has to pay the price Debtor has already received payment
before the contract (of dation) is
perfected.
1469. In order that price may be considered certain, it shall be sufficient that it be so w/ The price is certain if:
reference to another thing certain, or that the determination thereof be left to the a. The parties have fixed or agreed upon a definite amount
judgment of a specified person or persons. b. It be certain w/ reference to another thing certain (relate to 1472)
Should such person/s be unable or unwilling to fix it, the contract shall be inefficacious, c. The determination of the price is left to the judgment of a specified person/s
unless the parties subsequently agree upon the price. *(b) & (c) apply only in absence of (a).
If the 3rd person/s acted in BF or by mistake, the courts may fix the price.
Where such 3rd person/s are prevented from fixing the price or terms by fault of the seller Gen’l rule: Price fixed by a 3rd person is binding upon the parties
or the buyer, the party in fault may have such remedies against the party in fault as are Exceptions:
allowed the seller or the buyer, as the case may be. 1. When the 3rd person acts in BF or by mistake (mistake ≠ error in judgment). In such a case, the courts may fix the price.
2. When the 3rd person disregards specific instructions or procedure or data given him (Walang sinabi si De Leon kung anong mangyayari but it’s analogous to the 1 st exception, so I
think courts will fix the price din ang ending nito)
3. When the 3rd person refuses or cannot fix it. If this happens, the contract is void unless the parties subsequently agree upon the price.
4. When the 3rd person is prevented from fixing the price either by the seller or the buyer. In this case, innocent party may choose b/w rescission & fulfillment, w/ damages in either
case. (De Leon)
1470. Gross inadequacy of price does not affect a contract of sale, except as it may Inadequacy of price however, may indicate a defect in the consent such as when fraud, mistake or undue influence is present. Read arts. 1355 & 1381, pars 1 & 2
indicate a defect in the consent, or that the parties really intended a donation, or some
other act or contract. Where the price is so low that ‘a man in his senses & not under a delusion’ would not accept it, the sale may be set aside.
1471. If the price is simulated, the sale is void, but the act may be shown to have been in Simulation – occurs when an apparent contract is a declaration of a fictitious will 1345. Simulation of a contract may be absolute or relative. The former takes place
reality a donation, or some other act or contract. deliberately made by agreement of the parties, in order to produce, for the purpose of when the parties do not intend to be bound at all; the latter when the parties conceal
deception, the appearance of a juridical act w/c does not exist or is different from that w/c their true agreement.
was really executed.
1409. The ff contracts are inexistent & void from the beginning:
Requisites of simulation: 2. Those w/c are absolutely simulated or fictitious.
1. An outward declaration of will different from the will of the parties;
2. The false appearance must have been intended by mutual agreement; & Hence, only those acts of absolute simulation where the parties do not intend to be
3. The purpose is to deceive 3rd persons. bound at all are void.
1472. The price of securities, grain, liquid, & other things shall also be considered certain, when the price fixed is that w/c the thing sold would have on a definite day, or a particular exchange or market or when an amount fixed is above or below the price on such day, or in
such exchange or market, provided said amount be certain.
1473. The fixing of the price can never be left to the discretion of one of the contracting Acceptance by one of the parties of the price fixed by the other produces a meeting of the Read the case of Serra v CA & RCBC, re the part of adhesion contracts w/c is similar to
parties. However, if the price fixed by one of the parties is accepted by the other, the sale minds b/w the parties as to the price. Therefore, the fact that only one of the parties fixed a price fixed by one of the parties
is perfected. the price does not automatically invalidate the sale.
1474. Where the price cannot be determined in accordance w/ the preceding arts, or in any other manner, the contract is inefficacious. However, if the thing or any part thereof has Applies only where the means contemplated by the parties for fixing the price have,
been delivered to & appropriated by the buyer, he must pay a reasonable price therefor. What is a reasonable price is a question of fact dependent on the circumstances of each for any reason, proved ineffectual.
particular case.
Reasonable price = generally (but not necessarily) market price at the time & place
fixed by the contract or by law for the delivery of goods.
1475. The contract of sale is perfected at the moment there is a meeting of minds upon Perfection ≠ Consummation “A definite agreement on the MANNER of payment of the price is
the thing w/c is the object of the contract & upon the price. Validity of contract ≠ Enforceability of the contract an essential element in the formation of a binding & enforceable contract of sale. This
From that moment, the parties may reciprocally demand performance, subject to the Reluctance ≠ Absence of consent is so b/c the agreement as to the manner of payment goes into the price such that a
provisions of the law governing the form of contracts. DISAGREEMENT ON THE MANNER OF PAYMENT IS TANTAMOUNT TO A FAILURE TO
Absence of Price v Non-Payment of Price AGREE ON THE PRICE. Definiteness as to the price is an essential element of a binding
Absence of price will render the contract void while non-payment of price is a resolutory agreement to sell personal prop.”
condition for w/c the seller may choose b/w rescission or specific performance.
At the moment of perfection, the reciprocal oblis imposed upon the parties by the
contract of sale arise & are, hence, demandable reciprocally in the absence of contrary
stipulation. (remember 1169, par 3, delay in reciprocal oblis)
De Leon: Sale, by itself, does not transfer or affect ownership, what it does is it CREATES
THE OBLI TO TRANSFER the ownership of the thing sold. “Ownership is transferred not by
contract but by tradition or delivery” –Sampaguita v Jalwindor, Ten Forty Realty v Cruz
1476. In the case of a sale by auction:
1. Where goods are put up for sale by auction in lots, each lot is the subject of a separate contract of sale.
2. A sale by auction is perfected when the auctioneer announces its perfection by the fall of the hammer, or in other customary manner. Until such announcement is made, any bidder may retract his bid; & the auctioneer may w/draw the goods from the sale unless the
auction has been announced w/o reserve.
3. A right to bid may be reserved expressly by or on behalf of the seller, unless o/w provided by law or by stipulation.
4. Where notice has not been given that a sale by auction is subject to a right to bid on behalf of the seller, it shall not be lawful for the seller to bid himself or to employ or induce any person to bid at such sale on his
behalf or for the auctioneer, to employ or induce any person to bid at such sale on behalf of the seller or knowingly to take any bid from the seller or any person employed by him. Any sale contravening this rule may
be treated as fraudulent by the buyer.
1477. The ownership of the thing sold shall be transferred to the vendee upon the actual Sale is consummated by delivery of both the thing sold & the purchase money. “The thing is considered to be delivered when it is placed ‘in the hands
or constructive delivery thereof. & possession of the vendee.’ In order that symbolic delivery may produce the effect of
This article applies in the absence of stipulation to the contrary, reserving ownership in tradition, it is necessary that the vendor shall have had such control over the thing sold
the thing sold despite its delivery. that, at the moment of the sale, its material delivery could have been made. It is not
enough to confer upon the purchaser the ownership & the right of possession. THE
If the vendee/buyer fails to pay, & the thing has already been delivered, ownership of the THING SOLD MUST BE PLACED IN HIS CONTROL. When there is no impediment
thing DOES NOT automatically revert back to the vendor. In this case, the vendor has 2 whatever to prevent the thing sold passing into the tenancy of the purchaser by the
options: 1, to demand payment of the price; & 2, rescission. sole will of the vendor, symbolic tradition thru the execution of a public instrument is
sufficient. But if notwithstanding the execution of the instrument, the purchaser
*Correlate w/: cannot have the enjoyment & material tenancy of the thing & make use of it himself or
- 1496 thru another in his name, b/c such tenancy & enjoyment are opposed by the
- 1497, re: actual delivery interposition of another will, then fiction yields to reality – the delivery has not been
- 1498-1501, re: constructive delivery effected.”
5. Consideration need not be money or actual cash. It must be something of value though. “Where a period is given to the offeree w/in w/c to accept the
offer, the ff rules gen’lly govern:
1. If the period is NOT ITSELF FOUNDED UPON OR SUPPORTED BY A CONSIDERATION,
Option Contract Right of 1st Refusal the offeror is still free & has the right to w/draw the offer before its acceptance, or
Promissor cannot sell the prop to a 3rd Promissor cannot sell the prop to a 3rd if an acceptance has been made, before the offeror’s coming to know of such fact,
person UNLESS the period agreed upon person UNLESS he allows the promisee to by communicating that w/drawal to the offeree.
the option contract expires exercise his right of 1st refusal, i.e. giving 2. If the period HAS A SEPARATE CONSIDERATION, a contract of ‘option’ is deemed
the promisee a similar offer, allowing the perfected, & it would be a breach of that contract to w/draw the offer during the
latter to choose whether or not to accept agreed period. The option, however, is an independent contract by itself; & is to be
such offer distinguished from the projected main agreement w/c obviously yet to be
Promisee may compel promissor to enter Promisee cannot compel promissor to concluded. If, in fact, the optioner-offeror w/draws the offer before its acceptance
into principal contract if he decides to enter into principal contract since right of by the optionee-offeree, the latter may not sue for specific performance on the
exercise the option w/in the agreed 1st refusal arises only when promissor proposed contract since it has failed to reach its own stage of perfection. The
period decides to sell optioner-offeror, however, renders himself liable for damages for breach of the
If promisee elects to buy, the price of the If promisee elects to buy, the price is option.”
object of sale is FIXED subject to negotiations
Right of 1st Refusal - 1. A potential buyer's contractual right to meet the terms of a 3rd
The consideration is DISTINCT from the Usually found in contracts of lease, the
purchase price consideration is INTEGRAL in the contract party's higher offer. -For example, A has a right of 1st refusal on the purchase of B’s
Sale to a 3rd person in violation of Option: Sale to a 3rd person in violation of Right of house, C then offers to buy the house for P1M, then A can match this offer & prevent C
a. is Valid IF 3rd person is in GF. Buyer 1st Refusal is RESCISSIBLE from buying it.
may only hold seller liable for
damages;
b. is Rescissible (by original buyer) if 3rd
person is in BF
1480. Any injury to or benefit from the thing sold, after the contract has been perfected, Who bears the loss:
from the moment of the perfection of the contract to the time of delivery, shall be 1. Before perfection – seller (in accordance w/ res perit domino)
governed by Arts 1163 to 1165, & 1262. 2. At the time of perfection – contract is void & inexistent, therefore seller (1493)
rd
This rule shall apply to the sale of fungible things, made independently & for a single price, 3. After perfection, before delivery – if basis is 1480, buyer, regardless w/n ownership has been transferred (note the exception in the 3 par of this Art, there has to be delivery
or w/o consideration of their weight, number, or measure. before the buyer can be made liable if things sold are fungible things for a price according to weight, number or measure). But if 1504, seller, if ownership is yet to be transferred.
Should fungible things be sold for a price fixed accdg to weight, number or measure, the If ownership has been transferred, buyer.
risk shall not be imputed to the vendee until they have been weighed, counted, or 4. After delivery – buyer
measured, & delivered, unless the latter has incurred in delay.
1481. In the contract of sale of goods by description or by sample, the contract may be Sale by description – occurs where a seller sells things as being of a particular kind, the buyer not knowing whether the seller’s representations are true or false, but relying on them
rescinded if the bulk of the goods delivered do not correspond w/ the description or the as true
sample, & if the contract be by sample as well as by description, it is not sufficient that the
bulk of goods correspond w/ the sample if they do not also correspond w/ the description. Sale by sample – to constitute a sale by sample, it must appear that the parties contracted solely w/ reference to the sample, w/ the understanding that the bulk was like it.
The buyer shall have a reasonable opportunity of comparing the bulk w/ the description or
the sample. ‘Bulk of goods’ in this art = goods to be actually sold
1482. Whenever earnest money is given in a contract of sale it shall be considered as part Earnest money – something of value given by the buyer to the seller to show that the buyer is really in earnest, & to bind the bargain.
of the price & as proof of the perfection of the contract. Earnest money forms part of the consideration ONLY IF the sale is PERFECTED & the sale is CONSUMMATED upon full payment of the purchase price.
Earnest money constitutes an advance or down payment & must therefore be deducted from the total price.
Registration of a public instrument in the registry of deeds is not indispensible as regards the contracting parties. However, doing so would bind 3 rd parties to the contract & protect
rd
the buyer against claims of 3 persons arising from subsequent alienations by the vendor.
1484. In a contract of sale of personal prop the price of w/c is payable in installments, the Remedies are alternative; election of one is a waiver of the right to resort to the others.
vendor may exercise any of the ff remedies: Only the exercise of one of these remedies will serve as a bar to the others. Foreclosure incident to 1st remedy Foreclosure of chattel mortgage (3rd
1. Exact fulfillment of the obli, should the vendee fail to pay; remedy)
2. Cancel the sale, should the vendee’s failure to pay cover 2 or more installments. If seller chooses option 2, the buyer may demand the return of the installments unless Procedure is those prescribed for Procedure is outlined in §14 of
3. Foreclose the chattel mortgage on the thing sold, if one has been constituted, should there is a stipulation effecting forfeiture (read 1486). ordinary civil actions, under the RoC Chattel Mortgage Law
the vendee’s failure to pay cover 2 or more installments. In this case, he shall have no
further action against the purchaser to recover any unpaid balance of the price. Any The RULES APPLY to:
agreement to the contrary shall be void. 1. The SALE of PERSONAL PROP, w/c is PAYABLE IN INSTALLMENTS
(AKA RECTO Law) 2. The LEASE of PERSONAL PROP, w/ OPTION TO BUY, & the LESSOR has DEPRIVED THE
LESSEE of the POSSESSION/ENJOYMENT of the thing.
1485. The preceding art shall be applied to contracts purporting to be leases of personal
prop w/ option to buy, when the lessor has deprived the lessee of the possession or RA 6552 governs sales of REAL ESTATE on installments.
enjoyment of the thing. Where the buyer has paid at least 2 years of installments, the buyer is entitled to the ff
rights in case he defaults in the payment of succeeding installments:
1486. In the cases referred to in the 2 preceding arts, a stipulation that the installments or 1. Grace Period – to pay, w/o additional interest, the unpaid installments due w/in the
rents paid shall not be returned to the vendee or lessee shall be valid insofar as the same total grace period earned by him w/c is hereby fixed at the rate of one month grace
may not be unconscionable under the circumstances. period for every year of installment payments made; Provided, that this right shall be
exercised by the buyer only once in every 5 years of the life of the contract & its
extensions, if any;
2. Refund of Cash Surrender Value – if the contract is cancelled, the seller shall refund to
the buyer the cash surrender value of the payments on the prop equivalent to 50% of
the total payments made, &, after 5 years of installments, an additional 5% every year
but not to exceed 90% of the total payments made; Provided, that the actual
cancellation of the contract shall take 30 days from receipt by the buyer of the notice of
cancellation or the demand for rescission of the contract by a notarial act & upon full
payment of the cash surrender value to the buyer.
Read: Layug v IAC
1487. The expenses for the execution & registration of the sale shall be borne by the vendor, unless there is a stipulation to the contrary.
1488. The expropriation of prop for public use is governed by special laws.
CAPACITY TO BUY OR SELL
1489. All persons who are authorized in this Code to obligate themselves may enter into a Gen’l rule: All persons, whether natural/juridical, who can bind themselves have also legal Contracts of sale entered into by incapacitated persons are:
contract of sale, saving the modifications contained in the ff arts. capacity to buy & sell. 1. VOIDABLE, if only ONE of the parties is incapable of giving consent to a contract
Where necessaries are sold & delivered to a minor or other person w/o capacity to act, he Exceptions: When law determines that a party suffers from either absolute or relative (1390[1])
must pay a reasonable price therefor. Necessaries are those referred in Art 290. incapacity. 2. UNENFORCEABLE, if BOTH parties are incapable of giving consent to a contract
(1403[3])
*Art. 290, CC = Art. 94, FC Absolute incapacity – exists in case of persons who cannot bind themselves (e.g. minors,
insane or demented persons) Who are incapable of giving consent to a contract?
Ralative incapacity – exists only w/ reference to certain persons or a certain class of prop 1327. The ff cannot give consent to a contract:
(e.g. 1490, 1491) 1. Unemancipated minors;
2. Insane or demented persons, & deaf-mutes who do not know how to write.
Necessaries – those things w/c are needed for sustenance, dwelling, clothing, medical 1329. The incapacity declared in art 1327 is subject to the modifications determined by
attendance, education & transportation according to the financial capacity of the family of law, & is understood to be w/o prejudice to special dq’s established in the laws.
the incapacitated person (Art. 94, FC)
1490. The husband & the wife cannot sell props to each other, except: Prohibition also applies to common-law relationships. A sale b/w husband & wife is VOID. (1409[7])
1. When a separation of prop was agreed upon in the marriage settlements; or If you want:
2. When there has been a judicial separation of prop under Art. 191. Persons allowed to question such sale: Read Art. 87, FC, re donations b/w husband & wife/common-law partners
1. Those who bear such relation to the parties making the transfer or to the prop itself 134-142, FC, re judicial separation of prop
that such transfer interferes w/ their rights or interests. 143-146, FC, re separation of prop
2. The government.
1491. The ff persons cannot acquire by purchase, even at public or judicial auction, either Pars. 1-3 = unenforceable, capable of ratification (b/c it involves private interests)
in person or thru the mediation of another: Pars. 4-6 = void (b/c it involves public interests)
1. The guardian, the prop of the person/s who may be under his guardianship;
2. Agents, the prop whose administration or sale may have been intrusted to them, No. 2 not absolute, agent may buy the prop intrusted unto him if:
unless the consent of the principal have been given; 1. The agency has been terminated
3. Executors & administrators, the prop of the estate under administration; 2. His principal gives consent Act No. 3135 – An Act to Regulate the Sale of Prop under Special Powers inserted in or
4. Public officers & employees, the prop of the State or of any subdivision thereof, or of 3. The sale was made under a special power pursuant to a special law (read: Fiestan v CA) Annexed to Real Estate Mortgages. (applies in cases of extrajudicial foreclosure sales)
any gocc, or institution, the admin of w/c has been intrusted to them; this provision
shall apply to judges & gov’t experts who, in any manner whatsoever take part in the No.3 refers only to props under the administration of the executor or administrator at the *It seems that we can consider pars. 1-3 of this article to be covered by 1403 [1] &
sale; time of the acquisition. pars. 4-5 to be under 1409 [1]
5. Justices, judges, prosecuting attorneys, clerks of superior & inferior courts, & other Executor may purchase the hereditary rights of any heir, since they do not administer such
officers & employees connected w/ the administration of justice, the prop & rights in rights.
litigation or levied upon an execution before the court w/in whose jurisdiction or
territory they exercise their respective fxns; this prohibition includes the act of No.4 refers only to props:
acquiring by assignment & shall apply to lawyers, w/ respect to the prop & rights w/c 1. Belonging to the Sate, or of any subdivision thereof, or of any gocc or institution
may be the object of any litigation in w/c they may take part by virtue of their 2. The admin of w/c has been entrusted to PO/Es.
profession;
6. Any others especially dq’d by law. For no. 5 to operate, sale or assignment must take place during the pendency of the
litigation involving the prop. A prop is “in litigation” from the moment it becomes subject
to judicial action.
1492. The prohibitions in the 2 preceding arts are applicable to sales in legal redemption, compromises & renunciations. Compromise – amicable settlement of a (legal) controversy
Renunciation – condonation (remember obli, read 1270-1274 kung trip mo)
EFFECTS OF THE CONTRACT WHEN THE THING SOLD HAS BEEN LOST
1493. If at the time the contract of sale is perfected, the thing w/c is the object of the contract has been entirely lost, the contract 1493 applies to a sale of a specific thing. 1494 applies to a sale the object of w/c consists of a mass of “specific goods”
shall be w/o any effect. Loss or injury referred to in these articles is one w/c takes place BEFORE or AT THE TIME OF PERFECTION.
But if the thing should have been lost in part only, the vendee may choose b/w w/drawing from the contract & demanding the
remaining part, paying its price in proportion to the total sum agreed upon. The thing is ‘lost’ when it perishes or goes out of commerce or disappears in such a way that its existence is unknown or it cannot be
recovered. (1189, [3])
1494. Where the parties purport a sale of specific goods, & the goods w/o the knowledge of the seller have perished in part or Perish – material deteriorations, complete change in the nature of the thing in such a manner that it loses the utility it had during the time of
have wholly or in a material part so deteriorated in quality as to be substantially changed in character, the buyer may at his option, the perfection of the contract
treat the sale:
1. As avoided; or Rule in 1493 & 1494 similar:
2. As valid in all of the existing goods or in so much thereof as have not deteriorated, & as binding the buyer to pay the agreed If lost/deteriorated in whole = void
price for the goods in w/c the ownership will pass, if the sale was divisible. If lost/deteriorated in part = rescind contract or pay for what’s left (if divisible)
OBLIS OF THE VENDOR
Section 1. – Gen’l Provisions
1495. The vendor is bound to transfer the ownership of & deliver, as well as warrant the Principal oblis of a vendor:
thing w/c is the object of the sale. (1) To transfer the ownership of the determinate thing sold (1948, 1495);
(2) To deliver the thing, w/ its accessions & accessories, if any, in the condition in w/c they were upon the perfection of the contract; (1537)
(3) To warrant against eviction & against hidden defects; (1495, 1547)
(4) To take care of the thing, pending delivery, w/ proper diligence; (1163)
(5) To pay for the expenses of the deed of sale, unless there is a stipulation to the contrary. (1487)
*Seller need not be the owner of the thing at the time of perfection of the contract; 1459 provides that it is sufficient that he has a right to transfer the ownership thereof at the
time it is delivered.
1496. The ownership of the thing sold is acquired by the vendee from the moment it is Ways of effecting delivery:
delivered to him in any of the ways specified in arts 1497 to 1501, or in any other manner (1) Actual or real delivery (1497);
signifying an agreement that the possession is transferred from the vendor to the vendee. (2) Constructive or legal delivery (1498-1501); or
(3) Any other manner signifying an agreement that the possession is transferred to the vendee. (1496-1499)
Constructive delivery – a gen’l term comprehending all those acts w/c, although not conferring phys’l possession of the thing, have been held by construction of law equivalent to
acts of real delivery.
In all forms of delivery, it is necessary that the act be coupled w/ the intention of delivering the thing. For the same reason, any act, although not provided for in the preceding arts,
but accompanied by the evident intention of the vendor to deliver or of the vendee to receive the thing sold, will be considered as constituting tradition. It is the intention w/c is
essential.
Section 2. – Delivery of the Thing Sold
1497. The thing sold shall be understood as delivered, when it is placed in the control & Tradition is a derivative mode of acquiring ownership by virtue of w/c one who has the right & intention to alienate a corporeal thing, transmits it by virtue of a just title to one who
possession of the vendee. accepts the same.
(Actual delivery) Ownership is not transferred by contract merely but by delivery, actual or constructive. Contracts only constitute title or rights to the transfer or acquisition of ownership, while
delivery or tradition is the method of accomplishing the same. Note however, that the parties to the contract may agree when & on what conditions the ownership in the subject of
the contract shall pass to the buyer.
Delivery of thing sold + payment of purchase price = consummation of contract of sale. Since perfection ≠ consummation, delivery is not essential to the perfection of the contract of
sale.
It seems that in these scenarios, the risk of loss is borne by the seller, as he reserves ownership in the things sold + res perit domino. The exception is when his only purpose is to
secure the performance of the buyer’s obli.
1504. Unless o/w agreed, the goods remain at the seller’s risk until the ownership therein is transferred to the buyer, but when the ownership therein is transferred to the buyer the This provision states 2 exceptions to the principle of Res Perit Domino. In the 1 st par,
goods are at the buyer’s risk whether actual delivery has been made or not, except that: the owner is the seller but merely to secure the performance of the buyer of his oblis.
1. Where delivery of the goods has been made to the buyer or to a bailee for the buyer, in pursuance of the contract & the ownership in the goods has been retained by the seller In this par, the buyer is the one who bears the risk. In the 2nd par, the risk of loss is
merely to secure performance by the buyer of his oblis under the contract, the goods are at the buyer’s risk from the time of such delivery; borne by the party at fault.
2. Where actual delivery has been delayed thru the fault of either the buyer or seller the goods are at the risk of the party in fault.
1505. Subject to the provisions of this Title, where goods are sold by a person who is not Gen’l rule: Buyer cannot acquire more rights than the seller had 559. The possession of movable prop acquired in GF is equivalent to a tile.
the owner thereof, & who does not sell them under authority or w/ the consent of the Exceptions: (in these cases, the buyer’s right to the prop is better than the owner, Nevertheless, one who has lost any movable or has been unlawfully deprived thereof,
owner, the buyer acquires no better title to the goods than the seller had, unless the provided he is in GF) may recover it from the person in possession of the same
owner of the goods is by his conduct precluded from denying the seller’s authority. 1. Owner is estopped from denying seller’s authority to sell If the possessor of a movable lost or of w/c the owner has been unlawfully deprived,
Nothing in this Title, however, shall effect: 2. Where the law enables the apparent owner to dispose of the goods as if he were the has acquired in GF at a public sale, the owner cannot obtain its return w/o reimbursing
1. The provisions of any factors’ acts, recording laws, or any other provision of law true owner thereof the price paid therefor.
enabling the apparent owner of goods to dispose of them as if he were the true 3. Where the sale is sanctioned by statutory or judicial authority
owner thereof; 4. Where the sale is made at merchant’s stores, fairs or markets
2. The validity of any contract of sale under statutory power of sale or under the order 5. When the seller has a voidable title w/c has not been avoided at the time of the sale
of a court of competent jurisdiction; 6. Where seller subsequently acquires title
3. Purchases made in a merchant’s store, or in fairs, markets, in accordance w/ the Read: Dizon v Suntay, EDCA Publishing v Sps. Santos
Code of Commerce & special laws.
1506. Where the seller of goods has a voidable title thereto, but his title has not been Requisites for acquisition of good title by buyer: 1385. (par 2) Neither shall rescission take place when the things w/c are the object of
avoided at the time of the sale, the buyer acquires a good title to the goods, provided he 1) The seller’s voidable title is yet to be avoided; the contract are legally in the possession of 3rd persons who did not act in BF.
buys them in good faith, for value, & w/o notice of the seller's defect of title. 2) Buyer buys in good faith & for value; (owner cannot rescind contract b/w seller & buyer if buyer fulfills requisites)
3) Buyer has no notice of the seller’s defect of title.
1388. Whoever acquires in BF the things alienated in fraud of creditors, shall indemnify
If the seller has NO title, then a buyer, even if he purchases in GF & for value, cannot the latter for damages suffered by them on acct. of the alienation, whenever, due to
acquire a good title. Read the notes for the preceding article, specifically 559 & the Dizon v any cause, it should be impossible for him to return them.
Suntay doctrine. (If the buyer does not fulfill the requisites, this is the remedy of the owner if ever the
buyer cannot return the thing)
1507. A docu of title in w/c it is stated that the goods referred CLASSES OF DOCUMENTS OF TITLE:
to therein will be delivered to the bearer, or to the order of any 1) Negotiable Documents of Title (NDT) – deliverable to bearer or to the order of a specified person.
person named in such docu is a NDT. 2) Non-negotiable Documents of Title (Non-NDT) – deliverable to a specified person. (“straight” bill)
*A document deliverable to bearer or to the order of a specified person w/c is subsequently indorsed to a specified person DOES NOT lose its negotiable character, read 1509.
DEFINITION OF TERMS:
1) Document of Title of Goods – any document used in the ordinary course of business in the sale or transfer of goods, or authorizing a person to do so in his behalf.
a. Bill of Lading – a receipt for the transport of goods & their delivery to the person named therein. Three Persons Involved: Shipper – Carrier – Consignee.
b. Dock Warrant – instrument given by dock owners to an importer of goods warehoused on the dock.
c. Warehouse Receipt – a receipt of goods deposited w/ a warehouseman to hold & deliver the goods to the person named therein or bearer
d. Quedan – warehouse receipt usually for sugar.
DUTY OF SELLER: To prepare the good in a deliverable state at his expense. In such state,
the buyer is bound to accept delivery. (unless o/w agreed)
1522. Where the seller delivers to the buyer a quantity of goods less than he contracted to DELIVERY OF GOODS LESS THAN THE QUANTITY CONTRACTED: FAIR VALUE: not necessarily the market value; the benefit w/c the buyer may receive
sell, the buyer may reject them, but if the buyer accepts or retains the goods so delivered, - The buyer may reject delivery from the goods.
knowing that the seller is not going to perform the contract in full, he must pay for them - The buyer may accept delivery Since the seller did not delivery the correct quantity as agreed upon, the buyer is not
at the contract rate. If, however, the buyer has used or disposed of the goods delivered - Know that seller would not complete delivery: Pay contract price required to pay the contract price if such price is more than fair value to him
before he knows that the seller is not going to perform his contract in full, the buyer shall - Does not know that seller will not complete delivery: Fair value of the goods
not be liable for more than the fair value to him of the goods so received. DELIVERY OF GOODS MORE THAN THE QUANTITY CONTRACTED: 1233. A debt shall not be understood to have been paid unless the thing or service in
Where the seller delivers to the buyer a quantity of goods larger than he contracted to - Buyer may accept quantity contracted & reject the excess w/c the obli consists has been completely delivered or rendered, as the case may be.
sell, the buyer may accept the goods included in the contract & reject the rest. If the buyer - Buyer may accept including the excess provided, he pays for their value
accepts the whole of the goods so delivered he must pay for them at the contract rate. - If indivisible, buyer may reject the whole or accept it entirely 1235. When the obligee accepts the performance, knowing its incompleteness or
Where the seller delivers to the buyer the goods he contracted to sell mixed w/ goods of a DELIVERY OF GOODS MIXED W/ OTHERS: irregularity, & w/o expressing any protest or objection, the obli is deemed fully
different description not included in the contract, the buyer may accept the goods w/c are - Buyer may accept those w/c are in accordance w/ the contract & reject the rest complied w/.
in accordance w/ the contract & reject the rest. - Buyer may accept including that w/c are not in accordance w/ the contract provided, he
In the preceding two paragraphs, if the subject matter is indivisible, the buyer may reject pays for their value
the whole of the goods. - If indivisible, buyer may reject the whole or accept it entirely
The provisions of this art are subject to any usage of trade, special agreement, or course of DELIVERY OF INDIVISIBLE GOODS WHETHER IN EXCESS OR MIXED GOODS
dealing b/w the parties. Buyer may reject the whole or accept it entirel
1523. Where, in pursuance of a contract of sale, the seller is authorized or required to NOTA BENE: THIS PROVISION APPLIES ONLY IF THERE IS AN AGREEMENT THAT THE SELLER C.O.D. – Collect of Delivery – Carrier collects the purchase price.
send the goods to the buyer, delivery of the goods to a carrier, whether named by the WILL SHIP THE GOODS F.O.B. – Free on Board – where ever the FOB pertains to, the buyer shall not pay for
buyer or not, for the purpose of transmission to the buyer is deemed to be a delivery of the expenses of delivery up to that place of designation.
the goods to the buyer, except in the cases provided for in art 1503, first, second & third GEN’L RULE: Delivery to the carrier constitutes delivery to the buyer, whether the carrier
paragraphs, or unless a contrary intent appears. was named by the buyer or not. Ex. FOB-Manila. Buyer’s place of business is in Bulacan. The goods will be coming from
Unless o/w authorized by the buyer, the seller must make such contract w/ the carrier on EXCEPTIONS: Cebu (seller’s place of business). The expenses for shipping the goods from Cebu to
behalf of the buyer as may be reasonable, having regard to the nature of the goods & the 1) The contrary appears (parties did not intend delivery to carrier is delivery to buyer) Manila will be borne by the seller. The expenses for shipping the goods from Manila to
other circumstances of the case. If the seller omits so to do, & the goods are lost or 2) 1st, 2nd & 3rd pars of 1503 Bulacan shall be borne by the buyer. “Free” yung expenses from Cebu to Manila.
damaged in course of transit, the buyer may decline to treat the delivery to the carrier as a
delivery to himself, or may hold the seller responsible in damages. DUTIES OF SELLER AFTER DELIVERY TO CARRIER: C.I.F. – Cost, Insurance & Freight – Signifies that the price fixed covers also expenses
Unless o/w agreed, where goods are sent by the seller to the buyer under circumstances 1) Enter into contract w/ the carrier on behalf of the buyer. of freight & insurance. IOW, the seller pays for the insurance & shipping expenses.
in w/c the seller knows or ought to know that it is usual to insure, the seller must give such - Failure to do so:
notice to the buyer as may enable him to insure them during their transit, &, if the seller A) Buyer may DECLINE to treat delivery to carrier as delivery to him; OR F.A.S. – Free Along Side – The seller pays all charges & is subject to risk until the goods
fails to do so, the goods shall be deemed to be at his risk during such transit. B) the buyer may hold seller responsible for DAMAGES are placed alongside the vessel.
2) To give notice to the buyer regarding necessity to insure the goods
- Failure to do so: RISK borne by the seller PROVIDED the buyer is unaware of the need
to insure such goods. If the buyer is aware of the need to insure, seller may not be held
responsible.
1524. The vendor shall not be bound to deliver the thing sold, if the vendee has not paid GEN’L RULE: The obligation to deliver arises from the moment the contract is perfected. The buyer may, from that moment, demand delivery. The seller, reciprocally, may demand
him the price, or if no period for the payment has been fixed in the contract. payment. Hence, the thing shall not be delivered unless the price be paid.
EXCEPTION: The thing shall be delivered but the price shall not be paid first, if the time of payment has been fixed to be paid at a latter date. (in such cases, the seller is considered
to have sold on credit)
EXCEPTION TO THE EXCEPTION: Vendee has lost the right to make use of the period of payment. Art. 1536 (Period of payment is at a latter date but the seller is not bound to make
delivery)
1525. The seller of goods is deemed to be an unpaid seller w/in the meaning of this Title: An UNPAID SELLER is one who: Art. 1249. Par. 2. The delivery of promissory notes payable to order, or bills of
(1) When the whole of the price has not been paid or tendered; 1) has not been paid or to whom the price has not been tendered exchange, or other mercantile documents shall produce the effect of payment only
(2) When a bill of exchange or other nego instrument has been received as conditional 2) has received a bill of exchange or other negotiable instrument as conditional payment, when they have been cashed x x x
payment, & the condition on w/c it was received has been broken by reason of the & the condition to w/c it was received has been broken by reason of the dishonor of the
dishonor of the instrument, the insolvency of the buyer, or o/w. instrument, insolvency of the buyer or o/w. Note consignation. 1256. If the creditor to whom tender of payment has been made
UNPAID SELLER includes: refuses w/o just cause to accept it, the debtor shall be released from responsibility by
(*In arts 1525 to 1535 the term "seller" includes an agent of the seller to whom the bill of 1) Agent of the seller; the consignation of the thing or sum due.
lading has been indorsed, or a consignor or agent who has himself paid, or is directly 2) Consignor or agent who has himself paid or is directly responsible for the price; or
responsible for the price, or any other person who is in the position of a seller.) 3) Any Other person in the position of the seller.
WHERE WHOLE OF PRICE HAS NOT BEEN PAID:
1) Tender of payment by buyer – such as checks (juan tamad). Seller’s lien is destroyed.
2) Payment of part of price – payment of price does NOT destroy a seller’s lien. The seller
remains an unpaid seller even if title has passed to the buyer.
3) Payment by negotiable instrument – OBLICON (Art. 1249)
1526. Subject to the provisions of this Title, notwithstanding that the ownership in the REMEDIES OF UNPAID SELLER (SAR-SPASMS)
goods may have passed to the buyer, the unpaid seller of goods, as such, has: 1) Possessory lien (Art 1527-1529)
(1) A lien on the goods or right to retain them for the price while he is in possession of 2) Stoppage of goods in transitu (Art 1530)
them; 3) Special right of resale (Art 1533)
(2) In case of the insolvency of the buyer, a right of stopping the goods in transitu after 4) Special right of rescission (Art 1534)
he has parted w/ the possession of them; 5) Action for the price (Art 1595)
(3) A right of resale as limited by this Title; 6) Action for damages (Art 1596)
(4) A right to rescind the sale as likewise limited by this Title. 7) Recto Law (Art 1484)
Where the ownership in the goods has not passed to the buyer, the unpaid seller has, in 8) Maceda Law (Governs financing of real estate on installment payment)
addition to his other remedies a right of withholding delivery similar to & coextensive w/ 9) Specific performance (Art 1595)
his rights of lien & stoppage in transitu where the ownership has passed to the buyer.
1527. Subject to the provisions of this Title, the unpaid seller of goods who is in possession POSSESSORY LIEN – a right to retain possession of goods CREDIT SALE – whereby the seller binds himself to give the goods to the buyer w/o
of them is entitled to retain possession of them until payment or tender of the price in the receiving at that time payment for them.
ff cases, namely: WHEN IT MAY BE EXERCISED Stipulation as to credit – means that a period of payment price has been fixed in the
(1) Where the goods have been sold w/o any stipulation as to credit; a) The goods has been sold w/o any stipulation as to credit contract. In the absence of this stipulation, the seller is entitled to the payment of the
(2) Where the goods have been sold on credit, but the term of credit has expired; b) The goods has been sold on credit, but the term of credit has expired price at the same time that he transfers the possession of the goods. Accordingly, the
(3) Where the buyer becomes insolvent. c) The buyer becomes insolvent seller always has a lien upon the goods until payment or tender of the entire price.
The seller may exercise his right of lien notwithstanding that he is in possession of the
goods as agent or bailee for the buyer. INSOLVENT – is a person who either ceased to pay his debts in the
ordinary course of
business or cannot pay his debts as they become due. (w or w/o insolvency
proceedings)
Insolvency does not dissolve the bargain, it merely revives the seller’s lien.
1534. An unpaid seller having the right of lien or having stopped the goods in transitu, may SPECIAL RIGHT TO RESCIND – available ONLY if the seller has either the right of lien or a Rescission – a party’s unilateral unmaking of a contract for a legally sufficient reason,
th
rescind the transfer of title & resume the ownership in the goods, where he expressly right to stop the goods in transitu PLUS either of two situations: or a judgment rescinding the contract. (BLD – 9 Ed.)
reserved the right to do so in case the buyer should make default, or where the buyer has 1. Where the right to rescind on default has been expressly reserved
been in default in the payment of the price for an unreasonable time. The seller shall not 2. Where the buyer has been in default for an unreasonable time Effect of rescission:
thereafter be liable to the buyer upon the contract of sale, but may recover from the 1385. Rescission creates the obli to return the things w/c were the object of the
buyer damages for any loss occasioned by the breach of the contract. EFFECT OF EXERCISE OF RIGHT contract, together w/ their fruits, & the price w/ its interests; consequently, it can be
The transfer of title shall not be held to have been rescinded by an unpaid seller until he The seller shall not thereafter be liable to the buyer upon the contract of sale, but may carried out only when he who demands rescission can return whatever he may be
has manifested by notice to the buyer or by some other overt act an intention to rescind. recover from the buyer damages for any loss occasioned by the breach. obliged to restore.
It is not necessary that such overt act should be communicated to the buyer, but the (If the thing cannot be returned anymore, then damages, 1388)
giving or failure to give notice to the buyer of the intention to rescind shall be relevant in There must be NOTICE or some other OVERT ACT of intention to rescind.
any issue involving the question whether the buyer had been in default for an Overt act need not be communicated BUT the giving of notice is relevant in case of
unreasonable time before the right of rescission was asserted. default for an unreasonable time.
1535. Subject to the provisions of this Title, the unpaid seller's right of lien or stoppage in EFFECT OF SALE OF GOODS SUBJECT TO LIEN OR STOPPAGE IN TRANSITU The rule protects a purchaser w/o notice after the seller had stopped the goods either
transitu is not affected by any sale, or other disposition of the goods w/c the buyer may 1) Where goods are NOT covered by negotiable doc of title - seller can give NO larger than by virtue of right of lien or stoppage in transitu.
have made, unless the seller has assented thereto. what he has. When goods are subject to a legal lien a purchaser from the original buyer
If, however, a NDT has been issued for goods, no seller's lien or right of stoppage in can acquire ONLY such rights as the buyer then had.
transitu shall defeat the right of any purchaser for value in good faith to whom such docu
has been nego’d, whether such nego’n be prior or subsequent to the notification to the 2) Where goods are covered by negotiable doc of title – the seller’s lien cannot prevail
carrier, or other bailee who issued such docu, of the seller's claim to a lien or right of against rights of a PURCHASER FOR VALUE IN GOOD FAITH to whom the document has
stoppage in transitu. been indorsed.
1536. The vendor is not bound to deliver the thing sold in case the vendee should lose the RIGHT OF THE VENDOR TO HOLD DELIVERY IN SALE ON CREDIT
right to make use of the terms as provided in art 1198. GEN RULE: The vendor is NOT bound to make delivery if the vendee has not paid the price.
EXCEPTION: If a period has been fixed for payment, the vendor must deliver the thing sold THOUGH the price is not yet paid.
EXCEPTION TO THE EXCEPTION: Vendor may not be compelled to make delivery, even if vendee was given the benefit of period, in case the vendee should lose the right to make
use of the term (Art 1198) & such vendee has NOT yet paid the price.
WHEN DOES A VENDEE LOSE EVERY RIGHT TO MAKE USE OF PERIOD: (1198)
1) When after the obligation has been contracted, he becomes insolvent, unless he gives a guaranty or security for the price
2) When he does not furnish to the creditor/vendor the guaranties or securities w/c he has promised
3) When by his own acts he has impaired said guaranties or securities after their establishment, & when thru a fortuitous event they disappear, unless he immediately gives new
ones equally satisfactory
4) When the debtor/vendee violates any undertaking, in consideration of w/c the creditor agreed to the period.
5) When the debtor/vendee attempts to abscond
1537. The vendor is bound to deliver the thing sold & its accessions & accessories in the CONDITION OF THING TO BE DELIVERED thus, in Consing vs CA (1989) the Court ruled that a subdivision lot seller should not
condition in w/c they were upon the perfection of the contract. The THING sold & its ACCESSIONS & ACCESSORIES must be in the condition in w/c they shift to the buyer the burden of providing access to & from the subdivision. It is the
were upon the perfection of the contract. seller’s duty to construct the necessary roads in the subdivision that could serve as
All the fruits shall pertain to the vendee from the day on w/c the contract was perfected. SELLER’S DUTY- outlets. Proper access to the residence is essential to its enjoyment
1) To preserve the thing pending delivery (relate to Arts. 1163 & 1164)
2) To deliver the thing sold in a condition suitable for its enjoyment by the buyer for the 1166. The obli to give a determinate thing includes that of delivering all its accessions
purposes contemplated & accessories, even though they may not have been mentioned.
Accessions – are the fruits of a thing; additions to, or improvements upon, a thing such as *Sale of the principal entitles the buyer to the accessions & accessories, but sale of the
the young of animals, house or trees on a land, etc. accessories & accessions does not entitle buyer to the principal.
Accessories – are anything attached to a principal thing for its completion, ornament, or
better use such as picture frame, key of a house, etc.
VENDEE IS ENTITLED TO THE FRUITS
Art. 1164 - the vendee has a right to the fruits of the thing sold from the time the
obligation to deliver it arises.
Art. 1475 - the obligation to deliver arises upon the perfection of the contract of sale
1541. The provisions of the two preceding arts shall apply to judicial sales.
1542. In the sale of real estate, made for a lump sum & not at the rate of a certain sum for SALE OF REAL ESTATE MADE FOR A LUMP SUM - a cuerpo cierto/por precio alzado
a unit of measure or number, there shall be no increase or decrease of the price, although If the sale is made for lump sum, & not so much per unit of measure or number, the cause of the contract is the thing sold independent & irrespective of its number or measure.
there be a greater or less area or number than that stated in the contract.
2 types of pricing agreement
The same rule shall be applied when two or more immovables as sold for a single price; 1. Unit price contract – purchase price is determined by way of reference to a stated rate per unit
but if, besides mentioning the boundaries, w/c is indispensable in every conveyance of 2. Lump sum contract – states a full purchase price for an immovable the area of w/c may be declared based on estimate or where both the area & boundaries are stated.
real estate, its area or number should be designated in the contract, the vendor shall Example: P1M for 1,000 square meters.
be bound to deliver all that is included w/in said boundaries, even when it exceeds the
area or number specified in the contract; &, should he not be able to do so, he shall suffer Sale of real estate made for a lump sum
a reduction in the price, in proportion to what is lacking in the area or number, unless the 1) Mistake of area stated in contract immaterial –
contract is rescinded b/c the vendee does not accede to the failure to deliver what has
been stipulated.
When 2 or more real estates are sold for a single price, the rule is the same as when the real estate is sold for a lump sum. There shall be no increase or decrease in the area actually
delivered & the area stated in the contract