Beruflich Dokumente
Kultur Dokumente
Modules Valid
Exceptions Void
Voidable
Contract Art. 1301. Meeting of minds between 2 persons whereby one binds himself with respect to
the other, to give something or to render so service
Art. 1156. An obligation is a juridical necessity to give, to do, or not to do
Art. 1157. Contract is a source of obligation
➔ Obligation not necessarily a contract
➔ Contract always an obligation
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it is from S. Africa, etc..
➔ Different from Art. 1170 Fraud in Performance
◆ Obligated to deliver 5,000 bottles; delivered
only 3,500, but said it is 5,000
➔ Requisites
1. Misrepresentation or concealment of material
fact with knowledge of falsity
2. Must be serious
3. Must have been employed by 1 of the
contracting parties
4. Must be made in bad faith or with intent to
deceive the other who had knowledge of fraud
5. Must have induced consent of other party
6. Must be alleged and proved by clear and
convincing evidence
3. Absolutely simulated contract VOID
➔ At least one requisite is absent
➔ When contract does not really exist
➔ Parties do not intend to be bound
➔ Intend to defraud creditor
➔ E.g. B has 10M property and debt, doesn't want bank to know;
◆ Execute contract with a friend
◆ No contract at all
◆ Lacks consent, object, and cause
➔ Bilateral Contract
◆ Acceptance of payment is consent to contract of sale
➔ 3 Kinds of Sale (in case of expropriation; sale against will of owner)
1. Ordinary Execution Sale
2. Judicial Foreclosure Sale
3. Extra-Judicial Foreclosure Sale
➔ Manifestation of Consent
1. By meeting of minds
2. Parties must have legal capacity
2. Object
➔ Things, rights, services
➔ Requisites
1. Within the same commerce of men (Art. 1347)
2. Not impossible, legally or physically (Art. 1348)
3. In existence or capable of coming into existence (Art. 1461, 1493,
1495)
4. Determinate or determinable (Art. 1349, 1460)
5. Transmissible
➔ Valid Objects
1. Future thing provided that it has potential existence
a. As long as own it already during delivery
b. E.g. Pre-selling of condo
c. Future inheritance VOID
2. Real/immovable property
3. Personal/movable property
4. Tangible or intangible
5. Undivided interest in a thing
6. Undivided share of a specific mass
7. Subject to resolutory condition
➔ Characteristics
1. determinate or at least capable of being made determinate
2. may be present or future property
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3. licit, not impossible, transmissible
4. vendor must have a right to transfer ownership at the time it is
delivered
3. Cause
➔ Basic reason which moves the parties to enter into an agreement
➔ Different from motive
➔ Types of Cause
1. Onerous
➔ Cause for each party is thing promised
2. Remuneratory
➔ Gives something or grants benefit for other past services
3. Gratuitous
➔ Cause is mere liability of benefactor
➔ Effects
1. Absence of cause VOID
2. Illegality of cause VOID
3. False cause (absolute simulation) VOID
4. False cause (relative simulation) VALID
5. Inadequacy of cause VALID
➔ Exceptions
◆ Fraud
◆ Mistake
◆ Undue influence
➔ “I did not know fair market value” VALID
◆ We should exercise due diligence when transacting
◆ Seller and buyer should know how much price is
6. Failure of cause VALID
➔ E.g. Actual price: P5M, Contract price: P3M; to lower tax; VALID but subject to
punishment
➔ Cause as to Seller
◆ Price certain in money or its equivalent
➔ Cause as to buyer
◆ Thing or right sold
➔ Price must be certain or ascertainable
◆ parties have fixed or agreed upon a definite amount
◆ certain with reference to another thing certain
◆ determination of the price is left to the judgement of a specified
person/s
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Contract to Sell
(Conditional) ➔ Seller promises to sell and buyer promises to buy
➔ Ownership is not transferred upon signing of contract
➔ Transfer of ownership when conditions are complied with
➔ E.g. Real estate transactions
◆ Developers or individual sellers with buyer
◆ Usual agreements:
Contract of Sale ➔ Obligates himself to transfer ownership of and to deliver determinate thing
(Absolute) ➔ Other party pays a price
➔ Seller agrees to give or deliver something ; buyer agrees to pay
➔ Transfer of ownership when buyer pays and seller delivers
◆ N/A when seller is not yet ready to delivery
◆ N/A where buyer is not yet ready to pay in full
● May still agree on transfer even if buyer cannot pay in full now
● Provided seller can readily deliver
● Subject resolutory condition — seller take back if buyer fails to pay
➔ E.g. Real estate transactions
◆ Only when property is ready and buyer is ready to pay in full
◆ Legally own a property only when paid in full
Form
➔ May even be inferred from conduct of parties
➔ Verbal contract of sales
➔ Perfection of Contracts
◆ Classifications
1. Consensual Contracts (by mere consent)
a. Sale of good less than P500
2. Real Contracts (delivery required)
a. Pledge, depositum, commodatum
3. Solemn Contracts (compliance with certain formalities)
➔ General Rule (Art. 1356)
◆ Oral or written, provided all requisites are present
➔ Exceptions (Form is required)
1. For validity
a. Donation of real property
i. must be in a public instrument
b. Donation of a personal property the value exceeds P5,000
i. must be in writing
c. Sale of land through agent
i. The authority of the agent must be in writing
d. Stipulation to pay interest
i. It must be in writing
e. Contract of partnership
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i.
If immovables are contributed, it must be in a public instrument
with the signed inventory as attachment
2. For enforceability —must be in writing (Art. 1403)
a. Effects if not in writing
i. Valid unenforceable contract
ii. No recourse to court
iii. Can be ratified
iv. Exception
1. Partially or completely executed
2. Can be proven by oral testimony, receipts, etc.
b. Contracts needed to be in writing
i. For executory contracts only
ii. Agreement not be performed w/in 1 year from the making
iii. Promise to answer for the debt, default, miscarriage of another;
iv. Agreement in consideration of marriage other than a mutual
promise to marry;
v. Agreement for sale of goods at price not less than P500;
vi. Agreement for leasing for a longer period than 1 year;
vii. Agreement for the sale of real property or an interest
viii. Representation as to the credit of a third person.
3. For convenience of parties
4. For purpose of affecting 3rd person
Sale Distinguished
from Agency to Sell
Transfer of title Passes to buyer upon delivery Remains with seller until full
payment
Ownership - Vendor loses and can’t recover - Remains in vendor until full
- Until and unless contract is payment of price
resolved and set aside
Sale Distinguished
from a Contract for
a Piece of Work
Sale Contract for a Piece of Work
- Thing is one which would - Thing is not in existence and which never would
have existed have existed but for order of party
- Risk of loss with buyer - Risk of loss before delivery borne by worker
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- Sale is within Statute of - Not within Statute of Fraud
Frauds
Sale Distinguished
from Barter
Sale Barter
- Vendor gives thing in consideration - One party binds himself to give one thing
for price in money in consideration of other’s promise to give
another
Obligations of the
Seller 1. To transfer ownership of the determinate thing sold
➔ What vests ownership?
◆ No need to be the owner at time of perfection
● Sufficient that he has a right to transfer at the time it is
delivered (Art. 1459).
◆ Transferred when thing has been delivered to
● Not when parties enter into an agreement (A1164).
◆ Acquire real right only when delivered
◆ Real right enforceable against the whole world
◆ Prior to delivery rights
● Buyer has only a personal right against the seller
● Consists mainly of the right to demand delivery when due
➔ Sale by a non-owner under Art. 1505
◆ VOID
◆ VALID IF
● Owner is precluded from denying seller's authority to sell
● Law enables apparent owner to dispose of goods as if he were
true owner
● Sale is sanctioned by statutory or judicial authority
● Sale is made at merchant's stores, fairs, markets
● Seller has voidable title which has not been avoided at the time
of sale
● Seller subsequently acquires title
2. To deliver the thing
➔ If no agreement, still is a VALID contract
➔ What does delivery mean?
◆ Placed in the control and possession of the vendee (Art. 1497)
➔ When should delivery be made? (Art. 1524)
◆ General Rule
● Simultaneous with payment of price
◆ Exception
● If a time for payment has been fixed in the contract
○ Made before the payment of the price
➔ How do we make a delivery?
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◆ Actual delivery (Art.1497)
◆ Constructive or legal delivery
● By the execution of a public instrument (Art. 1498)
● By symbolical tradition (Art. 1498)
● By tradition longa manu (Art. 1499)
● By tradition constitutum possessorium (Art. 1500)
● By quasi-delivery (Art. 1501)
◆ Any other manner signifying an agreement that the possession is
transferred to the vendee (Art. 1496-1499)
➔ Where is the place of delivery (Art. 1521)
Obligations of the
Buyer 1. To pay the price
➔ The following rules must be borne in mind:
◆ Contract of sale
● vendor not required to deliver the thing sold until the price is
paid
● nor the vendee pay the price before the thing is delivered in the
absence of an agreement to the contrary [La Font vs. Pascacio,
5 Phil. 591].
◆ If stipulated (delivery and payment)
● vendee is bound to accept delivery and to pay the price at the
time and place designated.
◆ If no stipulation (time and place of payment and delivery)
● vendee is bound to pay at the time and place of delivery.
◆ In the absence also of stipulation (place of delivery)
● it shall be made wherever the thing might be at the moment the
contract was perfected (Art. 1251).
◆ If only the time for delivery of the thing sold has been fixed in the
contract
● the vendee is required to pay even before the thing is delivered
to him
● if only the time for payment of the price has been fixed
○ the vendee is entitled to delivery even before the price
is paid by him (Art. 1524).
➔ Instances when the vendee may suspend the payment of the price:
◆ Should he be disturbed in the possession or ownership of the thing
sold;
◆ Should he have reasonable grounds to fear such disturbance by a
vindicatory action or by a foreclosure of mortgage;
➔ These rights do not exist in the following cases:
◆ Should there be a stipulation to that effect; or
◆ Should the vendor give security for the return of the price; or
◆ Should the vendor have caused the disturbance or danger to cease; or
◆ Should the disturbance consist only of a mere act or trespass.
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2. To accept delivery
➔ Why does the buyer need to accept the delivery?
◆ Based on the right of the buyer to examine or inspect the goods
◆ To ensure that the goods delivered conforms to the contact. (Art.
1584)
➔ What does acceptance mean and how is it done?
◆ acceptance is the assent to become the owner of the specific goods
when delivery of them is offered to the buyer.
◆ modes of acceptance
● Express acceptance – verbal or written
● Implied
◆ when the buyer, after the lapse of a reasonable time, retains the goods
without intimating his rejection when the buyer, after delivery, does
any act inconsistent with the seller’s ownership e.g. he sells the thing,
makes alterations, etc.
➔ Possible issues of the buyer?
1. Quantity
➔ Delivery of goods less than contracted:
◆ Options:
1. Buyer may reject
2. Buyer may accept
➔ Delivery of goods more than contracted
2. If the goods do not correspond in kind, quality, condition, or amount
agreed upon, the buyer may reject it.
◆ Important Note:
● acceptance of the goods does not discharge seller from liability in
damages or other legal remedy for breach of any promise or warranty
in the contract of sale (Art. 1586)
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Obligations of Articles 1884, 1887, 1888, 18889, 1891, 1903-1908, 1909
the Agent
➔ Carry out agency in accordance with its terms
➔ Answer for damages which through his non-performance principal may suffer
➔ Act in accordance with the instructions of principal
➔ Not carry out agency if execution would manifestly result in loss to principal
➔ Answer for damages should he prefer, in case of conflict, his own interests to
those of principal
➔ Render an account of his transactions and deliver to principal whatever he may
have received by virtue of agency
➔ Responsible for goods received, to sell on credit only with consent, to collect
with due diligence credits of principal
➔ Answer for his fraud or negligence
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➔ Advance to agent, should latter so request, the sums necessary for execution of
agency
➔ Reimburse agent for all advances provided agent is free from fault
➔ Indemnify agent for all damages which execution of agency may have caused
the latter without fault or negligence on his part
➔ Pay agent compensation agreed upon
◆ If no agreement, reasonable value
Required De Leon, H. S. (2016). The law on sales, agency, and credit transactions
Readings 1. Why do we enter into agency contracts?
2. What is an agency contract?
3. What is an obligation of an agent?
4. What is an obligation of a principal?
5. How does one terminate an agency contract?
Civil Code of the Philippines
1. Article 1317
- No one may contract in the name of another without being authorized
by the latter, or unless he has by law a right to represent him.
2. Article 1403 paragraph 1
- The following contracts are unenforceable, unless they are ratified:
- Those entered into in the name of another person by one who
has been given no authority or legal representation, or who has
acted beyond his powers;
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MODULE 3:
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MODULE 4:
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MODULE 5:
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MODULE 6:
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