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Art. 1594.

Actions for breach of the contract of sale of goods shall be governed particularly by the
provisions of this Chapter, and as to matters not specifi cally provided for herein, by other applicable
provisions of this Title

Art. 1595. Where, under a contract of sale, the ownership of the goods has passed to the buyer, and
he wrongfully neglects or refuses to pay for the goods according to the terms of the contract of sale,
the seller may maintain an action against him for the price of the goods.
Where, under a contract of sale, the price is payable on a certain day, irrespective of delivery
or of transfer of title, and the buyer wrongfully neglects or refuses to pay such price, the seller may
maintain an action for the price, although the ownership in the goods has not passed. But it shall be
a defense to such an action that the seller at any time before the judgment in such action has
manifested an inability to perform the contract of sale on his part or an intention not to perform it.
Although the ownership in the goods has not passed, if they cannot readily be resold for a
reasonable price, and if the provisions of Article 1596, fourth paragraph, are not applicable, the seller
may offer to deliver the goods to the buyer, and, if the buyer refuses to receive them, may notify the
buyer that the goods are thereafter held by the seller as bailee for the buyer. Thereafter, the seller
may treat the goods as the buyers and may maintain an action for the price.

Art. 1596. Where the buyer wrongfully neglects or refuses to accept and pay for the goods, the seller
may maintain an action against him for damages for non-acceptance.
The measure of damages is the estimated loss directly and naturally resulting in the ordinary
course of events from the buyers breach of contract.
Where there is an available market for the goods in question, the measure of damages is, in
the absence of special circumstances showing proximate damage of a different amount, the
difference between the contract price and the market or current price at the time or times when the
goods ought to have been accepted, or, if no time was fi xed for acceptance, then at the time of the
refusal to accept.
If, while labor or expense of material amount is necessary on the part of the seller to enable
him to fulfi ll his obligations under the contract of sale, the buyer repudiates the contract or notifi es
the seller to proceed no further therewith, the buyer shall be liable to the seller for labor performed
or expenses made before receiving notice of the buyers repudiation or countermand. The profi t the
seller would have made if the contract or the sale had been fully performed shall be considered in
awarding the damages.

Art. 1597. Where the goods have not been delivered to the buyer, and the buyer has repudiated the
contract of sale, or has manifested his inability to perform his obligations thereunder, or has
committed a breach thereof, the seller may totally rescind the contract of sale by giving notice of his
election so to do to the buyer.

Art. 1598. Where the seller has broken a contract to deliver specifi c or ascertained goods, a court
may, on the application of the buyer, direct that the contract shall be performed specifi cally, without
giving the seller the option of retaining the goods on payment of damages. The judgment or decree
may be unconditional, or upon such terms and conditions as to damages, payment of the price and
otherwise, as the court may deem just.




Art. 1599. Where there is a breach of warranty by the seller, the buyer may, at his election:
(1) Accept or keep the goods and set up against the seller, the breach of warranty by way of
recoupment in diminution or extinction of the price;
(2) Accept or keep the goods and maintain an action against the seller for damages for the
breach of warranty;
(3) Refuse to accept the goods, and maintain an action against the seller for damages for the
breach of warranty;
(4) Rescind the contract of sale and refuse to receive the goods or if the goods have already
been received, return them or offer to return them to the seller and recover the price or any part
thereof which has been paid.
When the buyer has claimed and been granted a remedy in anyone of these ways, no other
remedy can thereafter be granted, without prejudice to the provisions of the second paragraph of
Article 1191.
Where the goods have been delivered to the buyer, he cannot rescind the sale if he knew of
the breach of warranty when he accepted the goods without protest, or if he fails to notify the seller
within a reasonable time of the election to rescind, or if he fails to return or to offer to return the
goods to the seller in substantially as good condition as they were in at the time the ownership was
transferred to the buyer. But if deterioration or injury of the goods is due to the breach of warranty,
such deterioration or injury shall not prevent the buyer from returning or offering to return the
goods of the seller and rescinding the sale.
Where the buyer is entitled to rescind the sale and elects to do so, he shall cease to be liable
for the price upon returning or offering to return the goods. If the price or any part thereof has
already been paid, the seller shall be liable to repay so much thereof as has been paid, concurrently
with the return of the goods, or immediately after an offer to return the goods in exchange for
repayment of the price.
Where the buyer is entitled to rescind the sale and elects to do so, if the seller refuses to
accept an offer of the buyer to return the goods, the buyer shall thereafter be deemed to hold the
goods as bailee for the seller, but subject to a lien to secure payment of any portion of the price
which has been paid, and with the remedies for the enforcement of such lien allowed to an unpaid
seller by Article 1526.
(5) In the case of breach of warranty of quality, such loss, in the absence of special
circumstances showing proximate damage of a greater amount, is the difference between the value
of the goods at the time of delivery to the buyer and the value they would have had if they had
answered to the warranty.
Art. 1607. In case of real property, the consolidation of ownership in the vendee by virtue of the
failure of the vendor to comply with the provisions of Article 1616 shall not be recorded in the
Registry of Property without a judicial order, after the vendor has been duly heard.