Title VI

SPECIAL CONTRACTS
SALES
(Arts. 1458-1637)

1. What is a contract of sale and what are its essential requisites and characteristics?
ANS: By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to
deliver a determinate thing and the other to pay therefor a price certain in money or its equivalent. (Art, 1458, NCC.)
The essential requisites of a contract of sale are:
(1) Consent of the contracting parties by virtue of which the vendor obligates himself to transfer the ownership of
and to deliver a determinate thing, and the vendee obligates himself to pay therefor a price certain in money or its
equivalent.
(2) Object certain which is the subject matter of the contract. The object must be licit and at the same time
determinate or, at least, capable of being made determinate without the necessity of a new or further agreement
between the parties.
(3) Cause of the obligation which is established. The cause as far as the vendor is concerned is the acquisition of the
price certain in money or its equivalent, while the cause as far as the vendee is concerned is the acquisition of the
thing which is the object of the contract.
The characteristics of a contract of sale are:
(1) consensual; (2) bilateral and reciprocal; (3) principal; (4) onerous; (5) commutative; and (6) nominate.

2. Distinguish between a contract of sale and a contract to sell.

ANS: The two (2) may be distinguished from each other in the following ways:
(1) In the first, title passes to the vendee upon delivery of the thing sold, whereas in the second, by agreement,
ownership is reserved in the vendor and is not to pass until full payment of the price.
(2) In the first, nonpayment is a negative resolutory condition, whereas in the second, full payment is a positive
suspensive condition.
(3) In the first, the vendor has lost and cannot recover ownership until and unless the contract is resolved or
rescinded, whereas in the second, title remains in the vendor, and when he seeks to eject the vendee because of
noncompliance by such vendee with the suspensive condition stipulated, he is enforcing the contract and not
resolving the same. (Santos vs. Santos, CA, 47 Off. Gaz. 6372.)

3. Fidel gave Corazon a receipt which states:

“Receipt
Received from Corazon as down payment
For my 1995 Nissan Sentra with plate
No. XYZ-123.................................. P50,000.00
Balance payable: 12/30/01................... P50,000.00
September 15, 2001.

(Sgd.) Fidel
Does this receipt evidence a contract to sell? Why? (2001)
ANS: It is a contract of sale because the seller did not reserve ownership until he was fully paid.

4. Is a deed of sale where the stated consideration had not in fact been paid valid?
ANS: A deed of sale where the stated consideration had not in fact been paid, is null and void. It produces no effect
whatsoever where the same is without cause or consideration in that the purchase price which appears thereon as
paid has in fact never been paid by the purchaser to the vendor. (Yu Bun Guan vs, Ong, G.R. No. 144735, October
18, 2001.)
The sale is void for total lack of consideration. Under the law, payment shall be made to the person in whose favor
the obligation has been constituted, or his successor in interest, or any person authorized to receive it. (Art. 1240,
NCC.)
5. “A” agrees to sell a sewing machine to “B” for P400 in cash, and places the machine aboard the truck
of “B,” while the latter goes home to fetch money. Before “B” returns, “C” appears and claims
ownership of the sewing machine, exhibiting a document signed by “B” selling the machine to “C.” “A”
rejects “C’s” claim alleging that he is still the owner. Decide with reasons. (1972) ANS: It is submitted that
the claim of “A” that he is still the owner of the sewing machine is correct. While it is true that there is already a
perfected contract of sale between “A” and KB” and that, apparently, there is already an actual delivery when the
former placed the sewing machine aboard the truck of the latter, nevertheless, such delivery did not vest the
ownership thereof in the vendee. In other words, we have here a simple case of reservation by the vendor of his right
of ownership over the thing sold. That this can be done either expressly or impliedly is well-settled. In the case at
bar, the agreement between “A” and.“B” is that the sale must be in cash. Hence, it can easily be inferred that at that
precise moment while “A” was waiting for “B” to return with the P400 purchase price, which the latter was
supposed to fetch from his house, his intention, in spite of actual delivery, was to reserve the ownership in himself
and to vest such ownership in the vendee only upon the actual payment of the purchase price. (Masiclat vs. Centeno,
99 Phil. 1043.)
Besides, we have here a clear case of a contract to sell. Wellsettled is the rule that in a contract to sell, as
distinguished from a contract of sale, ownership is reserved in the vendor and is not to pass to the vendee until full
payment of the purchase price.

6. (a) Is a Declaration of Heirship and Waiver of Rights a recognized mode of acquiring ownership over
a parcel of land? (b) Can a Declaration of Heirship and Waiver of Rights be considered a Deed of Sale in
favor of another?