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WHO IS AN UNPAID SELLER Article 1525. The seller of the goods is deemed to be an unpais seller within the meaning of this title: 1. When the whole of the price has not been paid or tenderd. 2. When a Bill of Exchange or other negotiabe instrument has been received as conditional payment, and the condition on which it was received has been broken by reason of dishonor of the instrument, insolvency of the buyer or otherwise. * Mere delivery of the negotiable instrument does not extinguish the obligation of the buyer to pay. * Insolvency need not be juducially declared. Note that seller as contemplated in Article 1525 includes: 1. Agent of the seller to whoma Bill Of Exchange has been indorsed; 2. A consignor or agent who has himdelf paid or directly responsible for the price; and 3. Any other person in the position of a seller.

REMEDIES OF AN UNPAID SELLER Ordinary Remedies: 1. Action for Price 2. Action for Damages Special Remedies: 1. Possessory lien 2. Stoppage of goods in tranitu 3. Right of Resale 4. Right of Recsission * We may also include Recto and Maceda law in case of sale by installment involving personal and real estate, respectively.

ACTION FOR PRICE, WHEN AVAILABLE. Article 1595. When the buyer wrongfully neglects or refuses to pay for the price and: 1. Ownership of goods has passed to the buyer; * As when machines were sold to buyer. Buyer reguses to pay. Hence, seller may sue for price.

2. Price is payable on a day certain, irrespective of delivery of transfer of title; and * Agreed payment was July 15, delivery on July30. Seller mey sue for price from July15. * Defenses available to the buyer: a. inability to perform on the part of the seller, or b. intention not to performon the part of the seller. 3. Goods cannot be readily resold for a reasonabe price even if ownership has not passed provided, Article 1596 par 4 does not apply. * As when agreed payment and delivery is on July 15. Seller offers to deliver, buyer refuses to receive. Seller can say. " I am holding the goods no longer as seller, but as yur depositary. Ylu now own them. " Provided however: a. it canot be readily resold fora reasonable price, and b. par 2, Art.1596 not applicable * Repudiation or countermand by the buyer before the goods were placed in a deliverable state -- what is available here is action for damages. Note that repudiation orcontermand fall under action for price must be after the goods were placed in a deliverable state.

ACTION FOR DAMAGES, WHEN AVAILABLE. Article 1596 1. Wrongful neglect or refusal to accept and pay for the goods; * This is action for damages for non-acceptance. 2. Ownership in the goods not passed and actionfor price cannot be maintained; * As in the aforementioned, when it cannot be readily resold for a reasonable price. 3. Buyers repudiationor cpuntemand before the goods were placed in a deliverable state; and 4. Goods not yet identified at the time of contract or subsequently.

MEASURE FOR DAMAGES GR: Estimated loss directly and naturally resulting in the ordinary course of events from the buyers breach. When there is available market: The difference between the conratct price and the market or current price. The latteris construed from the date of acceptance. Ehen there is no time fixed foracceptance, at the time of refusal. In case of repudiation or countermand, damagess based on: 1. expenses incurred, and 2. profit that the seller would have obtained under the contract.