Sales

1545- Conditions
-Effect of non fulfillment of condition
[a contact of sale may be absolute or conditional ; art 1458]
(1) if condition not fulfilled
(a) refuse to proceed with the contact
(b) proceed with the contact, waiving the performance of the
condition
(2) if the condition is in the nature of a promise that it should happen,
non performance may be treated as a breach of warranty
1546- Warranty
Warranty - representation made by the seller of the thing with respect
to its character, quality, or ownership, by which the buyer purchases'
the thing because of the said representation
Warranties may be express or implied:
-Express warranty - any affirmation of facts, or promise by the seller
relating to the thing, which has the natural tendency to induce the
buyer to purchase the thing, and the buyer thus purchase it.
A warranty is part of the contact of sale.
Effect of expression of opinion:
An expression of opinion, does not import a warranty unless the seller
is an expert (has special knowledge of the thing) and the opinion os
relied upon by the buyer.
1547 Implied warranty
Implied warranty - reserved for cases where law attaches an obli to the
seller which is not expressed in any words.
(1) as to sellers tittle - seller guaranties that he has the right to sell the
thing sold and transfer ownership to the buyer who shall not be
disturbed in his legal and peaceful possession thereof.
(2) against hidden defects or unknown encumbrances - seller
guaranties that the thing sold if free from any hidden faults or defects
not declared or known buy the buyer. (Art 1561)
(3) as to fitness or mechantability - seller guarantees that the thing
sold is reasonably fit for the known particular purpose for which it was
acquired by the buyer.
When implied warranty not applicable.

See page 135 (art 1547)

Warranty in case of eviction
1548 eviction
Eviction- judicial process whereby the vendee (buyer) is deprived of
the whole or part of the thing purchased by virtue of a final judgement
based on a right prior to the sale or an act imputable ( guilty ) to the
vendor
Essential elements of the warranty against eviction.
Essential elements of eviction:
(1) vendee deprived of the whole or part of the thing purchased.
(2) deprived by virtue of a final judgement
(3) judgement based on a right prior to the sale or an act imputable to
the vendor.
(4) vendor summoned in the suit for eviction at the instance of the
vendee
(5) there is no waiver on the part of the vendee
1549 the vendee (buyer) need not appeal from the decision in order
that the vendor may become liable for eviction.
Vendee has no duty to appeal for judgement.
See p. 138
1550 Effects of prescription
By prescription - one party acquires ownership and other real rights
through the lapse of time in the manner and under the conditions
prescribed by law, in the same way rights and actions are lost by
prescription.
(1) completed before sale (2) completed after sale p. 139
If property sold is registered under the torrens system, not subject to
prescription.

1551 if property sold for nonpayment of taxes due and the buyer was
not aware before the sale, vendor is liable for eviction.
Deprivation for non payment of taxes
See p. 140
1552 judgment debtor
Liability of judgement debtor
See p. 140
1553 stipulation exempting vendor from obli to answer for eviction
shall be void, if he acted in bad faith.
Stiputation waiving warranty:
(1) effect of vendor's bad faith - if a seller after selling his property,
sold it again to another, cannot, even by stipulation, be exempt from
warranty against eviction, because he acted in bad faith
(2) effect of vendee's bad faith - if he knew the defect of title at the
time of sale, he cannot claim that the vendor has warranted his legal
and peaceful possession of the property.
He proceeded with the assumption of the risk of eviction, has no right
to recover damages.
1554
Kinds of waiver of eviction
1554 treats of 2 kinds of waiver, namely:
(1) Consciente - waiver is voluntary made by the vendee without the
knowledge and assumption of the risk of eviction.
(2) Intencionada - waiver made by the vendee with knowledge of the
risk of eviction and assumption of consequences.
1555 when warranty has been agreed upon or nothing had been
stipulated, in case of eviction, vendee shall have the right to demand:
(1) return of value of thing
(2)income of fruits of thing
(3)cost of the suit
(4)expenses of the contact
(5) damages and interests
1556 in case of partial eviction
Alternative rights of vendee in case of partial eviction
-the vendee has the option either to enforce the liability of the vendor
for eviction or to demand recision of contract.

1557 final judgement of eviction essential.

Essential elements for the enforcement of warranty in case of eviction:
(a) deprivation in whole or in part of the thing sold.
(b) existence of a final judgement
1558 formal summons to vendor essential.
Essential requisite is:
P. 146
1559 defendant vendee ask, for the vendor to become co-defendant.
P. 146
1560 Warranty against hidden defects, or encumbrance upon, the
thing sold.
1561 warranty against hidden defects:
1. Deffect must be important or serious.
2. It must be hidden
3. It must exist at the time of sale
4. Vendee must give notice of the defect to the vendor within a
reasonable time.
5. Rescission or reduction of price must be bought within a reasonable
time - 6 months from the delivery of the thing sold or within 40 days
from date of delivery in case of animals.
6.there must be no waiver or warranty on the part of the
vendee(buyer)
When Defect is important (1) unfit for use for which is intended (2)
diminishes its fitness.
When defect hidden.
No warranty if defect is visible
If an expert, if defect hidden, it should have known it.
1562 implied warranties of quality
Quality of goods include their state or condition "honesty is the best
policy"
(1) Implied warranty of fitness - buyer says the particular reason of the
acquisition of the thing and buyer relies upon sellers skills or
judgement - there is an implied warranty.
(2) Implied warranty of merchantability - if bought by description,
merchantability state.
1563

1564 usage of trade

1565 merchantability of goods sold by sample
1566 effects of ignorance of vendor of hidden defects
Doctrines of caveat venditor and caveat emptor. See p. 154
1567 remedies of the buyer to enforce warranty:
Vendee may :
1. Withdraw from the cotract or
2. Demand a proportionate reduction of the price
1568 effect of loss of a thing sold on account of hidden defects.
1. If vendor is aware of the defect of the thing lost, he bears the lost,
because he acted in bad faith.
Vendee has the right to recover:
a. Price paid
b. expenses of the contract
c. Damages
Vendor not aware:
Shall return:
a. Price
b.interest
c. Expenses of the contact...
1569 see p156
1570 warranty in judicial sales.
But there can be no liability for damages because "forced to sell"
1571 limitation of action
Action for rescission or reduction of the purchase price. Prescribed 6
months from the date of delivery of the thing sold. Otherwise it will be
barred.
Obligation of the vendee
1582
Vendee bound to accept delivery and pay the price at the time and
place stipulated in the contract
If time place not stipulated, payment at the time and place of delivery.

2 principal obli of the vendi:

Accept delivery and pay price;
bear the expences of execution and registration put goods in a
deliverable state, if stipulated.
Pertinent rules pp.166-167
1583 Delivery in installments
(1)Ordinary contract: buyer is not bound to receive delivery in
installments;
Similarly, buyer has no right to pay in installments.
Pero if may agreement na installment, pwede.
(2) separate price has been fixed for each installment
(3) when breach affect whole contract
(4) where breach is divisible
1584 buyers right to examine the goods.
Ownership of the goods shall be transferred only upon actual delivery
subject to a opportunity to examine the goods ( to know if its in
conformity with the contract)
Examining is a condition precedent in paying the price. even in a
C.O.D. Sale, the buyer is allowed to examine before payment.
Right to examine NOT absolute.
Examining the goods should only be "in request".
Must be in a reasonable time so that the seller may not suffer undue
delay.
If examination not allowed by the seller, buyer may rescind and
recover price.
1585 goods deemed accepted when buyer intimates acceptance on
the goods, or when goods delivered and buyer is reacting in a way that
he is accepting the said goods.
Modes of manifesting acceptance:
Expressly or impliedly
(a) express acceptance - when buyer, intimates to the seller, verbally
or written, that he has accepted the goods.
(b) implied acceptance - when buyer after delivery, does any act
inconsistent with the sellers ownership, as when he sells or atemps to

sell the goods, or does alterations. OR..

when buyer retains the goods, after a reasonable lapse of time,
without intimating his rejection.
Acceptance and delivery, separate acts.
Acceptance, not a condition to complete delivery.
1586 acceptance not a bar to action for damages
Notice to seller of breach of promise or warranty:
Notice to the seller of breach within a reasonable time. Time is counted
not simply from the time buyer knows of the defect.
Purpose, is to protect the seller against the belated claims which he
may be able to fix if he had know earlier.
1587 buyers refusal to accept justified.
(1) duty of buyer to take care of goods without obligation to return.
(2) seller responsible in taking the delivery after knowing that it has
not been accepted.
(3) seller has the risk of loss
(4) buyer may resell goods
1588 effect of buyer's wrongful refusal to accept
Pp. 175-176
1589 see pp. 176-177
1590
When vendee can suspend payment of price.
Vendee (buyer), may suspend the payment of the price in 2 cases only:
(1) if he is disturbed in the possession of the thing bought
(2) if he has fear that his possession would be disturbed by a
foreclosure or mortgage
When vendee cannot suspend payment of price
(1) if vendor gives security for the return of the price in a proper case.
(2)if stipulated that the vendee must make payment
(3) if vendor has caused disturbance or danger to cease
(4) if disturbance is a mere act of trespass
(5) if vendee has fully paid the price
1591 when vendor may rescind sale of immovable property
If vendee has not yet paid the price but destroys the property.

1592 automatic rescission of sale of immovable property

Vendor may sue for rescission of contract should the vendee fail to pay
the agreed price.
However, there may be a stipulation between them.
Right to rescind not absolute.
Court may extend period of payment. The court may not grant the
vendee a new period if a rescission of contact.