Characteristics of a contract of sale.

The contract of sale is:

(1) Consensual, because it is perfected by mere consent without any further act;

(2) Bilateral,1 because both the contracting parties are bound to fulfill correlative obligations towards
each other — the seller, to deliver and transfer ownership of the thing sold and the buyer, to pay the
price;

(3) Onerous, because the thing sold is conveyed in consideration of the price and vice versa (see Gaite
vs. Fonacier, 2 SCRA 820 [1961].);

(4) Commutative, because the thing sold is considered the equivalent of the price paid and vice versa.
(see Ibid.) However, the contract may be aleatory2 as in the case of the sale of a hope (e.g., sweepstakes
ticket);

(5) Nominate, because it is given a special name or designation in the Civil Code, namely, “sale”; and

(6) Principal, because it does not depend for its existence and validity upon another contract.

Essential requisites of a contract of sale

(1) Consent or meeting of the minds. —

(2) Object or subject matter
(3) Cause or consideration.

Emptio rei speratae(sale of thing expected) is the sale of a thing not yet in existence subject to the
condition that the thing will exist and on failure of the condition

emptio spei is the sale of the hope itself that the thing will come into existence, where it is agreed that
the buyer will pay the price even if the thing does not eventually exist

Principal obligations of vendee. The principal obligations of the vendee are: (1) to accept delivery; of the
thing sold; and (2) to pay the price1 of the thing sold at the time and place stipulated in the contract;
and (3) to bear the expenses for the execution and registration of the sale and putting the goods in a
deliverable state, if such is the stipulation

Actions available. In general, the actions available for breach of the contract of sale of goods are the
following: (1) action by the seller for payment of the price (Art. 1595.); (2) action by the seller for
damages for non-acceptance of the goods (Art. 1596.); 366 SALES (3) action by the seller for rescission of
the contract for breach thereof (Art. 1597.); (4) action by the buyer for specific performance (Art. 1598.);
and (5) action by the buyer for rescission or damages for breach of warranty. (Art. 1599.)

Essential elements of warranty against eviction. The essential elements are: (1) The vendee is deprived
in whole or in part of the thing purchased; (2) He is so deprived by virtue of a final judgment (Art. 1557.);
(3) The judgment is based on a right prior to the sale or an act imputable to the vendor; (4) The vendor
was summoned in the suit for eviction at the instance of the vendee (Art. 1558.); and (5) There is no
waiver on the part of the vendee.