Sales

San Beda College of Law
113
MEMORY AID IN CIVIL LAW
SALES
SALE 5. Commutative; In some cases,
A nominate contract whereby one of aleatory (emptio spei);
the contracting parties obligates 6. Onerous.
himself to transfer the ownership of
and to deliver a determinate thing * Aleatory contract: one of the parties or
and the other to pay therefor a price both reciprocally bind themselves to give
certain in money or its equivalent. or to do something in consideration of
what the other shall give or do upon the
NOTES: Delivery and payment in a happening of an event which is
contract of sale are so interrelated and uncertain, or which is to occur at an
intertwined with each other that without indeterminate time. (Ex: Sale of
delivery of the goods there is no sweepstakes ticket)
corresponding obligation to pay. The
two complement each other. It is clear Contract to sell
that the two elements cannot be exclusive right and privilege to
dissociated, for the contract of purchase purchase an object.
and sale is essentially a bilateral a bilateral contract whereby the
contract, as it gives rise to reciprocal prospective seller, while expressly
obligations. (Pio Barretto Sons, Inc. vs. reserving the ownership of the
Compania Maritima, 62 SCRA 167). subject property despite delivery
Neither is the delivery of the thing thereof to the prospective buyer
bought nor the payment of the price binds himself to sell the said
necessary for the perfection of the property exclusively to the
contract of sale. Being consensual, prospective buyer upon fulfilment of
it is perfected by mere consent. the condition agreed upon, that is,
full payment of the purchase price.
Elements:
a. Essential elements those without NOTE: Absent a proviso in the contract
which, there can be no valid sale: that the title to the property is reserved
1. Consent or meeting of minds in the vendor until full payment of the
2. A Determinable subject matter purchase price or a stipulation giving the
3. Price certain in money or its vendor the right to unilaterally rescind
equivalent the contract the moment the vendee
b. Natural elements inherent in the fails to pay within the fixed period, the
contract, and which in the absence transaction is an absolute contract of
of any contrary provision, are sale and not a contract to sell. (Dignos
deemed to exist in the contract: vs. CA [1988])
1. Warranty against eviction * The contract of sale by itself is not a
2. Warranty against hidden defects mode of acquiring ownership. The
c. Accidental elements may be contact transfers no real rights; it
present or absent depending on the merely causes certain obligations to
stipulation of the parties (e.g.: arise.
conditions, interest, penalty, time
or place of payment, etc.) Contract of Contract to
Sale Sell
Characteristics: 1. Title passes to the 1. Ownership is
1. Principal buyer upon delivery reserved in the
of the thing sold seller and is not to
2. Consensual;
pass until full
3. Bilateral; payment of the
4. Nominate; purchase price
CIVIL LAW COMMITTEE

CHAIRPERSON: Romuald Padilla ASST.CHAIRPERSON: Vida Bocar, Joyce Vidad EDP: Alnaiza Hassiman, Dorothy
Gayon
SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations), Alejandro Casabar(Property), Ma.
Rhodora
Ferrer(Wills and Succession), Ian Dominic Pua(Obligations and Contracts), Sha Elijah Dumama(Sales and Lease),
John Stephen
Quiambao(PAT), Christopher Cabigao(Credit Transactions), Ligaya Alipao(Torts and Damages), Anthony
Purganan(LTD),
Ma. Ricasion Tugadi (Conflicts of Law)
114
2. Non-payment of 2. Full payment is a As to effect of sale of the subject

the price is a positive suspensive property to 3rd persons
negative resolutory condition, the
1. Constructive 1. Third person
condition and the failure of which is
/actual knowledge on buying the
remedy of the seller not a breach
the part of the 2nd property despite
is to exact fulfilment casual or serious
buyer of the defect in fulfilment of the
or to rescind the but simply
the sellers title suspensive
contract prevents the
renders him not a condition cannot
obligation of the
registrant in good be deemed a
vendor to convey
faith. Such second buyer in bad
title from having
buyer cannot defeat faith and
binding force
the first buyers title. prospective
3. Vendor loses and 3. Title remains in
Ratio: Fulfilment of buyer cannot
cannot recover the vendor if the
the suspensive seek the relief of
ownership of the vendee does not
conditions affects the reconveyance of
thing sold and comply with the
sellers title to the property.
delivered until the condition
property and previous Exception: If
contract of sale is precedent of
delivery of the There was no
resolved and set making payment at
property previous sale of
aside the time specified
automatically the property.
in the contract
transfers
ownership/title to the
Conditional Sale Contract to buyer.
Sell
As to reservation of title to the subject OBJECTS OF SALE
property Requisites:
In both cases the seller may reserve the 1. THINGS:
title to the subject property until
a) determinate or determinable
fulfillment of the suspensive condition i.e.
full payment of the price (Arts. 1458, 1460)
b) lawful (Arts 1347, 1409 [1,4]
As to effect of fulfillment of suspensive
condition c) should not be impossible (Art.
1. Upon fulfillment of 1. Upon
1348) e.g. must be within the
the suspensive fulfillment of the commerce of man
condition, the suspensive 2. RIGHTS must be transmissible
contract of sale is condition, which Exceptions:
thereby perfected, is the full -future inheritance
such that if there had payment of the - service
been previous delivery purchase price,
of the subject ownership will Emptio rei Emptio spei
property to the buyer, not
speratae
ownership thereto automatically
1. Sale of an expected 1. Sale of a mere
automatically transfer to the
thing hope or expectancy
transfers to the buyer although that the thing will
buyer by operation the property may come to existence;
of law without any have been Sale of the hope
further act by the previously itself
seller. delivered to him. 2. Sale is subject to 2. Sale produces
The prospective the condition that the effect even if the
seller still has thing will exist; if it thing does not
to convey title does not, there is no come into
to the contract existence, unless it
prospective is a vain hope
buyer by 3. The uncertainty is 3. The uncertainty
entering into a with regard to the is with regard to
contract of quantity and quality of the existence of
absolute sale. the thing and not the the thing
existence of the thing
4. Object is a future 4. Object is a
CIVIL LAW COMMITTEE

Gayon
Rhodora
John Stephen
Purganan(LTD),
115
thing present thing which for the general market, whether the
is the hope or same is on hand at the time or not
expectancy (Article 1467)
NOTE: In case of doubt the presumption
is in favor of emptio rei speratae which Sale Agency to sell
is more in keeping with the commutative 1. Buyer receives 1. Agent receives
character of the contract the goods as owner the goods as goods
of the principal who
Goods which may be Object of Sale retains his
a. Existing goods goods owned or ownership over
possessed by the seller. them
b. Future goods goods to be 2. Buyer pays the 2. Agent delivers
manufactured, raised or acquired by price the price which in
the seller after the perfection of the turn he got from his
buyer
contract.
3. Buyer, as a 3. Agent can return
NOTES: general rule, cannot the goods in case he
A sale of future goods is valid only as return the object is unable to sell the
an executory contract to be fulfilled sold same to a third
by the acquisition and delivery of person
goods specified. 4. Seller warrants 4. Agent makes no
While there can be sale of future the thing sold warranty for which
he assumes personal
property, there can generally be no
liability as long as
donation of future property (Article he acts within his
751 Civil Code) authority and in the
Future inheritance cannot be sold. name of the seller
A contract of sale or purchase of 5. Buyer can deal 5. Agent in dealing
goods to be delivered at a future with the thing sold with the thing
time, if entered into without the as he pleases being received, must act
the owner and is bound
intention of having any goods pass
according to the
from one party to another, but with instructions of the
an understanding that at the principal
appointed time, the purchaser is
merely to receive or pay the
Contract for
difference between the contract and Sale
Piece of Work
the market prices, is illegal. Such
1. The thing 1. The thing
contract falls under the definition of transferred is one transferred is one
futures in which the parties not in existence and which would have
merely gamble on the rise or fall in which never would existed and would
prices and is declared null and void have existed but for have been the
by law. (Art. 2018, NCC) (Onapal the order of the subject of sale to
Phil. Commodities, Inc. vs. CA party desiring to some other person,
[1993]) acquire it even if the order
had not been given
Instances when the Civil Code 2. The services 2. The primary
dominate the objective of the
recognizes sale of things not
contract even contract is a sale of
actually or already owned by the though there is a the manufactured
seller at the time of the sale: sale of goods item; it is a sale of
1. Sale of a thing having potential involved goods even though
existence (Article 1461) the item is
2. Sale of future goods (Article 1462) manufactured by
3. Contract for the delivery at a certain labor furnished by
price of an article which the vendor the seller and upon
in the ordinary course of the previous order of
the customer
business manufactures or procures
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
116
3. Not within the 3. Within the credit

Statute of Frauds Statute of Frauds 2. Obligations are 2. Obligations are
created extinguished
3. Consideration on 3. Consideration of
the part of the seller the debtor is the
is the price; on the extinguishment of
part of the buyer is the debt; on the part
Rules to determine if the contract is the acquisition of of the creditor, it is
one of Sale or Piece of work: the object the acquisition of
a. If ordered in the ordinary course of the object offered in
business sale lieu of the original
b. If manufactured specially for the credit
customer and upon his special order, 4. Greater freedom 4. Less Freedom in
and not for the market piece of in determining determining the
work the price price
SCHOOLS OF THOUGHT: 5. Buyer still has to 5. The payment is

a) Massachusetts rule: If pay the price received by the
debtor before
specifically done at the order of
the contract is
another, this is a contract for a perfected.
piece of work. (Philippine
application)
b) New York rule: If thing already PRICE
exists-SALE; if not-WORK The sum stipulated as the equivalent
c) English rule: If material is more of the thing sold and also every
valuable-SALE; if skill is more incident taken into consideration for
valuable-WORK the fixing of the price, put to the
debit of the vendee and agreed to by
BARTER him.
contract whereby one of the parties
binds himself to give one thing in Requisites:
consideration of the other's promise 1. Certainty or ascertainable at the
to give another thing. time of perfection
NOTE: The only point difference 2. Real, not fictitious
between contract of sale and barter is in 3. In some cases, must not be
the element which is present in sale but grossly inferior to the value of
not in barter, namely: price certain in the thing sold.
money or its equivalent 4. Paid in money or its equivalent
NOTE: If the consideration is partly in Certainty

money and partly in another thing, It is not necessary that the certainty
determine: of the price be actual or determined
a. The manifest intention of the at the time of the execution of the
parties contract. The price is certain in the
b. If the intent is not clear, apply following cases:
the following rules: 1. If the parties have fixed or
1. If the thing is more valuable agreed upon a definite amount;
than money barter NOTE: The fixing of the price can
2. If the money and the thing never be left to the discretion of one
are of equal value sale of the contracting parties. However
3. If the thing is less valuable if the price fixed by one of the
than money sale parties is accepted by the other, the
sale is perfected.
Sale Dation in Payment 2. If it be certain with reference to
1. No pre-existing 1. Pre-existing credit another thing certain
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
117
3. If the determination of the price b. Where the price is so low as to

is left to the judgment of a be shocking to conscience,
specified person or persons even sale may be set aside.
before such determination
4. In the cases provided under Art. 2. Involuntary or Forced sales
1472 NCC GENERAL RULE: Mere inadequacy of
the price is not a sufficient ground for
the cancellation of the sale if property is
real.
Effect when the price is fixed by the
third person designated:
GENERAL RULE: Price fixed by a third EXCEPTIONS:
person designated by the parties is a. Where the price is so low as to
binding upon them. be shocking to the moral
EXCEPTIONS: conscience, judicial sale of
1. When the third person acts in personal property will be set
bad faith or by mistake aside
2. When the third person disregards b. In the event of a resale, a better
the specific instructions or the price can be obtained
procedure marked out by the
parties NOTE: The validity of the sale is not
necessarily affected where the law gives
Effect when the price is not fixed by to the owner the right to redeem, upon
the third person designated: the theory that the lesser the price, the
1. If the third person refuses or easier it is for the owner to effect
cannot fix the price, the redemption.
contract shall become
ineffective, unless the parties Effect where price is simulated
subsequently agree upon the 1. If it is shown to have been in reality
price a donation or some other act or
2. If the third person is prevented contract
from fixing the price by the fault The sale is void but the
of the seller or buyer, the party act or contract may be valid as a
not in fault may obtain redress donation
against the party in fault 2. If not
The contract is void and
Effect of Gross Inadequacy of Price: inexistent
1. Voluntary sales
GENERAL RULE: Mere inadequacy of Effect of Failure to determine price:
the price does not affect validity of the 1. Where contract executory
sale. The contract is
A valuable consideration, however inefficacious
small or nominal, if given or 2. Where the thing has been delivered
stipulated in good faith is, in the to and appropriated by the buyer
absence of fraud, sufficient. The buyer must pay a reasonable
(Rodriguez vs. CA, 207 SCRA 553) price therefore
Future inheritance cannot be sold.
Reasonable price generally the market
EXCEPTIONS: price at the time and place fixed by the
a. Where low price indicates vice of contract or by law for the delivery of the
consent, sale may be annulled; goods
or contract is presumed to be an
equitable mortgage PERFECTION OF SALE
CIVIL LAW COMMITTEE

Gayon
Rhodora
John Stephen
Purganan(LTD),
118
GENERAL RULE: It is perfected at the Payment of the purchase price is

moment there is meeting of the minds not essential to the transfer of
upon a determinate thing (object), and a ownership, as long as the
certain price (consideration), even if property sold has been
neither is delivered. A choice between delivered. (Sampaguita Pictures,
rescission and fulfilment, with damages Inc vs. Jalwindor Manufacturers,
in either case) Inc. 93 SCRA 420)
Nonpayment only creates a right
NOTE: Sale is a consensual contract; to demand payment or to rescind
Hence, delivery and payment are not the contract, or to criminal
essential for its perfection prosecution in the case of
EXCEPTION: When the sale is subject bouncing checks. (EDCA
to a suspensive condition by virtue of Publishing and Distributing
law or stipulation. Corp. vs. Santos, 184 SCRA 614)
* The terms and conditions of payment
are merely accidental, not essential EXCEPTIONS:
elements of the contract of sale except 1. Contrary stipulation or Pactum
where the partied themselves stipulate reservati dominii (contractual
that in addition to the subject-matter reservation of title) a stipulation,
and the price, they are essential or usually in sales by installment,
material to the contract. whereby, despite delivery of the
property sold, ownership remains
Requirements for perfection with the seller until full payment of
a. When parties are face to face the price is made.
When an offer is accepted without 2. Contract to sell
conditions or qualifications 3. Contract of insurance a perfected
NOTES: contract of sale, even without
A conditional acceptance is a delivery, vests in the vendee an
counter-offer equitable title, an existing interest
when negotiated thru phone it is over the goods sufficient to be the
as if it is negotiated face to face subject of insurance
b. When contract is thru
correspondence or thru telegram RULES GOVERNING AUCTION SALES
When the offeror receives or has 1. Sales of separate lots by auction are
knowledge of the acceptance by the separate contracts of sale.
offeree 2. Sale is perfected by the fall of the
NOTE: If the buyer has already hammer
accepted but the seller does not 3. Seller has the right to bid in the
know yet of the acceptance, the auction, provided:
seller may still withdraw a) such right was reserved
c. When a sale is subject to a b) notice was given that the sale was
suspensive condition subject to a right to bid on behalf of the
From the moment the condition is seller
fulfilled c) right is not prohibited by law or by
stipulation
TRANSFER OF OWNERSHIP 4. Advertisements for bidders are simply
GENERAL RULE: While a contract of invitations to make proposals, and the
sale is consensual, ownership of the advertiser is not bound to accept the
thing sold is acquired only upon its highest or lowest bidder, unless the
delivery, actual or constructive, to the contrary appears.
buyer. (Daus vs. Sps. De Leon, 16 June
2003) EFFECT OF PROMISE TREATED UNDER
This is true even if the purchase ART. 1479 Civil Code:
has been made on credit.
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
119
1. Accepted unilateral promise to sell anytime within the agreed period, at

or buy a fixed price.
Only one makes the promise, this An option without consideration is
promise is accepted by the other. void and the effect is the same as if
Example: A promises to sell to B, B there was no option
accepts the promise, but does not in * However, in Sanchez vs. Rigos (1972),
turn promise to buy. even though the option was not
does not bind the promissor even if supported by a consideration, the
accepted and may be withdrawn moment it was accepted, a perfected
anytime. contract of sale resulted, applying Art.
NOTE: Pending notice of its withdrawal, 1324 of the NCC. In view of the ruling of
the accepted promise partakes the the Supreme Court, the only importance
nature of an offer to sell which if of the consideration for an option is that
accepted, results in a perfected contract the option cannot be withdrawn by the
of sale (Sanchez vs. Rigos 45 SCRA3 68). grantor after acceptance.
In other words, if the acceptance is * In an option to buy, the party who has
made before withdrawal, it constitutes a an option may validly and effectively
binding contract of sale although the exercise his right by merely notifying the
option is given without consideration. owner of the formers decision to buy
if the promise is supported by a and expressing his readiness to pay the
consideration distinct and separate stipulated price.
from the price (option money), its
acceptance will give rise to a Right of First Refusal
perfected contract. It is a right of first priority all things
and conditions being equal; there
2. Bilateral promise to buy and sell should be identity of the terms and
One party accepts the others conditions to be offered to the
promise to buy and the latter, the optionee and all other prospective
formers promise to sell a buyers, with optionee to enjoy the
determinate thing for a price certain right of first priority. A deed of sale
it is reciprocally demandable executed in favor of a third party
who cannot be deemed a purchaser
It requires no consideration distinct in good faith, and which is in
from the selling price violation of the of the right of first
NOTE: this is as good as a perfected refusal granted to the optionee is
sale. No title of dominion is NOT voidable under the Statute of
transferred as yet, the parties being Frauds, such contract is valid BUT
given only the right to demand rescissible under Article 1380 to
fulfillment or damages. 1381(3) of the New Civil Code
(Guzman Bocaling & Co. vs.
Policitation Bonnavie; Riviera Filipina, Inc vs. CA
An unaccepted unilateral promise to et.al. GR No. 117355, April 5, 2002).
buy or sell. Even if accepted by the The basis of the right of first refusal
other party, it does not bind the must be the current offer to sell of
promissor and maybe withdrawn the seller or offer to purchase of any
anytime. This is a mere offer, and prospective buyer. Only after the
has not yet been converted into a optionee fails to exercise its right of
contract. first priority under the same terms
and within the period contemplated
Option contract could the owner validly offer to sell
A contract granting a privilege in one the property to a third person,
person, for which he has paid a again, under the same terms as
consideration, which gives him the offered to the optionee (Paranaque
right to buy certain merchandise, at
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
120
Kings Enterprises, Inc. vs. CA GR No.

111538, February 26, 1997) RULES ON RISK OF LOSS AND
The lessees right of first option to DETERIORATION:
buy the leased property in case of its a. The thing sold is lost before
sale is but a part of the bigger right perfection: Seller bears the loss.
to lease the said property from the b. The thing sold is lost at the time of
lessor. The option was given to the perfection: Contract is void or
lessee because she was the lessee of inexistent.
the subject property. It was a c. The thing sold is lost after
component of the consideration of perfection, but before delivery:
the lease. The option was by no
means an independent right which GENERAL RULE: Who bears the risk
can be exercised by the lessee. If of loss is governed by the
the lessee is barred by the contract stipulations in the contract
from assigning her right to lease the In the absence of any
subject property to any other party, stipulation:
the lessee is similarly barred to First view:
assign her first option to buy the Buyer bears the loss as an exception
leased property to another. to the rule of res perit domino.
(Bangayan et.al vs. CA and Lim GR EXCEPTIONS:
No.123581, August 29, 1997) 1. when object sold consists of
fungible goods for a price fixed
Earnest money or ARRAS is according to weight, number or
something of value to show that the measure
buyer was really in earnest, and given to 2. seller is guilty of fraud,
the seller to bind the bargain. It is negligence, default or violation
considered as: of contractual terms
a) part of the purchase price 3. object sold is generic
b) proof of perfection of the (Civil Code of the Philippines, Paras)
contract NOTE: This view conforms with
*It shall be deducted from the total Manresas view. Buyer would have
price. been the one to profit from the thing
had it not been lost or destroyed.
Earnest money Option money
1. Title passes to 1. Ownership is Contrary view:
the buyer upon reserved to the Where the ownership is transferred
delivery of the seller and is not to by delivery, as in our code, the
thing sold pass until full application of the axiom res perit
payment
domino, imposes the risk of loss
2. In case of 2. In case of
upon the vendor; hence, if the thing
non-payment, an non-payment, there
action for specific can be action for is lost by fortuitous event before
performance or specific performance delivery, the vendor suffers the loss
for rescission can and cannot recover the price from
be filed by the the vendee (Commentaries and
injured party Jurisprudence on the Civil Code of
3. Part of the 3. Money given as a the Philippines, Tolentino)
purchase price distinct
consideration for an d. The thing is lost after delivery:
option contract Buyer bears the loss.
4. When given, 4. The would-be
the buyer is bound buyer is not required Question: If one does not comply, the
to pay the balance to buy
other need not pay?
5. Given when 5. Applies to a sale
there is already a not yet perfected
sale
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
121
Answer: True. But this only applies when reasonable price therefore. Necessaries
the seller is able to deliver but does not. are those in Art. 290.
EFFECT OF LOSS AT THE TIME OF SALE: FORMALITIES OF CONTRACT OF SALE

a. Thing entirely lost at the time of GENERAL RULE: Sale is a consensual
perfection: Contract is void and contract and is perfected by mere
inexistent consent.
b. Thing only partially lost: Vendee EXCEPTIONS: In order to be
may elect between withdrawing enforceable by action, the following
from the contract or demanding the must be in writing:
remaining part, paying its 1. Sale of personal property at a
proportionate price price not less than P500
2. Sale of real property or an
Sale by description interest therein
A sale where a seller sells things as 3. Sale of property not to be
being of a certain kind, buyer merely performed within a year from
relying on the sellers the date thereof
representations or descriptions. 4. Applicable statute requires
There is warranty that the thing sold that the contract of sale be in a
corresponds to the representations certain form
or descriptions. NOTE: Statute of Frauds is applicable
only to executory contracts and not to
Sale by sample contracts which are totally or partially
A sale where a small quantity of a performed.
commodity is exhibited by the seller
as a fair specimen of the bulk, which
is not present and as to which there
CAPACITY TO BUY OR SELL
is no opportunity to inspect or
examine.
GENERAL RULE: All persons who can
bind themselves also have legal capacity
NOTE: The mere exhibition of the
to buy and sell.
sample does not necessarily make it
a sale by sample. This exhibition
EXCEPTIONS:
1. Absolute incapacity (minors,
must have been the sole basis or
demented persons, imbeciles,
inducement of the sale.
deaf and dumb, prodigals, civil
There is warranty that the bulk of interdictees) - party cannot bind
the commodity will correspond in themselves in any case.
kind, quality, and character with the 2. Relative incapacity incapacity
sample exhibited. exists only with reference to
certain persons or a certain class
NOTE: In a sale by sample and by of property
description, there is a two-fold
warranty. Relative Incapacity
A. Husband and wife (Art. 1490):
RIGHTS OF BUYER: Generally, a sale by one spouse to
1) Return the thing and recover the another is void.
money paid, or
2) Retain the thing and sue for the
The husband and wife cannot sell
property to each other except:
breach of warranty.
1. When a separation of property
was agreed upon by the spouses
PURCHASE BY MINORS: Contract is
2. When there has been a judicial
generally voidable but in case of
separation of property under
necessaries, where necessaries are sold
Article 134 and 135 of the Family
and delivered to a minor or other person
Code
without capacity to act, he must pay a
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
122
Reason: only private rights,

B. Incapacity by reason of relation to which are subject to ratification
property (Art. 1491) are violated
The following persons cannot acquire NOTE: In the case of Lao vs.
property by purchase, even at a Genato, 137 SCRA 77, the
public auction, either in person or Supreme Court found that the
through the mediation of another: sale by the administrator of
(GAEP-JO) certain properties of the estate
1. the guardian, with respect to the in order to settle the existing
property of his ward; obligations of the estate was
2. agents, with respect to the made to the administrators son
property whose administration or for a grossly low price.
sale may have been entrusted to Furthermore, the said sale was
them, unless the consent of the not submitted to the probate
principal has been given; court for approval as mandated
3. executor or administrator, with by the order authorizing the
respect to the property of the administrator to sell. The sale
estate under administration; was indubitably illegal, irregular
4. public officers and employees, and fictitious, and the courts
with respect to the properties of approval of the assailed
the government, its political compromise agreement violated
subdivisions, or GOCCs, that are Article 1491 and cannot work to
entrusted to them; ratify a fictitious contract which
5. judges, justices, prosecuting is non-existent and void from
attorneys, clerks of courts, etc., the very beginning
with respect to the property in b) With respect to nos. 4 to 6: the
custogia legis; and sale is NULL AND VOID.
Reason: violation of public
6. any other person specially policy cannot be subject to
disqualified by law. ratification
Examples of persons especially
disqualified by law: OBLIGATIONS OF THE VENDOR: (WPD-
a. Aliens who are disqualified to TT)
purchase agricultural lands 1. Transfer ownership (cannot be
b. An unpaid seller having a right waived)
of lien or having stopped the 2. Deliver the thing sold (cannot be
goods in transitu, who is waived)
prohibited from buying the goods 3. Warrant against eviction and against
either directly or indirectly in hidden defects (can be waived or
the resale of the same, at public modified since warranty is not an
or private sale which he may essential element of the contract of
make sale)
c. The officer holding the 4. Take care of the thing, pending
execution, or his deputy. delivery, with proper diligence
NOTE: While those disqualified (Article 1163)
under Arts. 1490 and 1491 may 5. Pay for the expenses of the deed of
not become lessees (Art. 1646), sale, unless there is stipulation to
still aliens may become lessees the contrary
even if they cannot buy lands.
DELIVERY
Effect of violation: Is a mode of acquiring ownership, as
a) With respect to nos. 1 to 3: the a consequence of certain contracts
sale is VOIDABLE. such as sale, by virtue of which,
actually or constructively, the object
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is placed in the control and b. allowing buyer to make use of

possession of the vendee. rights
4. Tradition by operation of law
Delivery of the thing together
with the payment of the price, Constructive delivery requires three
marks the consummation of the things before ownership may be
contract of sale(PNB vs. Ling, 69 transferred:
Phil. 611) 1. The seller must have control over
In all forms of delivery, it is the thing
necessary that the act of 2. The buyer must be put under control
delivery be coupled with the 3. There must be the intention to
intention of delivering the thing. deliver the thing for purposes of
The act without the intention is ownership
insufficient. (Norkis Distributor,
Inc. vs. CA, 195 SCRA 694) When is the vendor not bound to
deliver the thing sold:
Kinds: 1. If the vendee has not paid him the
price
1. Actual or real placing the thing
2. If no period for payment has been
under the control and possession of
fixed in the contract
the buyer.
3. Even if a period for payment has
2. Legal or constructive delivery is
been fixed in the contract, if the
represented by other signs or acts
vendee has lost the right to make
indicative thereof
use of the same.
a. delivery by the execution of a
public instrument.
Sale or return
NOTE: Gives rise only to a prima
facie presumption of delivery which Property is sold, but the buyer, who
is destroyed when actual delivery is becomes the owner of the property
not effected because of a legal on delivery, has the option to return
impediment (Ten Forty Realty vs. the same to the seller instead of
Cruz, 10 Sept. 2003) paying the price.
b. traditio symbolica - to effect
delivery, the parties make use of
a token or symbol to represent NOTES:
the thing delivered It is a kind of sale with a condition
c. traditio longa manu seller subsequent.
pointing out to the buyer the The buyer must comply with the
things which are transferred, express or implied conditions
which at the time must be in attached to the return privilege;
sight. otherwise, the sale becomes
d. traditio brevi manu buyer absolute.
simply continues in possession of Buyer, being the owner, bears the
the thing but under title of risk of loss
ownership.
e. traditio constitutum Sale on trial, approval, or satisfaction
possessorium seller continues A contract in the nature of an option
in possession but under a to purchase if the goods prove to be
different title other than satisfactory, the approval of the
ownership. buyer being a condition precedent.
3. Quasi-tradition delivery of rights,
credits or incorporeal property, Rules:
made by:
1. title remains in the seller
a. placing titles of ownership in the
hands of buyer
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2. risk of loss remains with seller lading is given to him, does not
except when the buyer is at fault or honor the bill of exchange sent
has agreed to bear the loss along with it.
3. buyer must give goods a trial, except
where it is evident that it cannot Transfer of ownership where goods
perform the work sold delivered to carrier
4. period within which buyer must General Rule: Delivery to the carrier is
signify his acceptance runs only deemed to be delivery to the buyer
when all the parts essential for the Exception: Where the right of
operation of the object have been possession or ownership of specific goods
delivered. sold is reserved
5. if it is stipulated that a third person
must satisfy approval or satisfaction, SALE OF GOODS BY A NON-OWNER
the provision is valid, but the third GENERAL RULE: Buyer acquires no title
person must be in good faith. If even if in good faith and for value under
refusal to accept is not justified, the maxim Nemo dat quid non habet
seller may still sue. (You cannot give what you do not
6. Generally, the sale and delivery to a have).
buyer who is an expert on the object EXCEPTIONS: (SMERVS)
purchased is not a sale on approval, 1. Owner is estopped or precluded
trial, or satisfaction. by his conduct
2. When sale is made by the
Sale or return Sale on Trial registered owner or apparent
1. Subject to a 1. Subject to a owner in accordance with
resolutory condition suspensive condition recording or registration laws
2. Depends entirely 2. Depends on the 3. Sales sanctioned by judicial or
on the will of the character or quality of
statutory authority
buyer the goods
4. Purchases in a merchant's store,
3. Ownership 3. Ownership remains
passes to the buyer in the seller until buyer fairs or markets
on delivery and signifies his approval or 5. When a person who is not the
subsequent return acceptance to the owner sells and delivers a thing,
reverts ownership seller subsequently acquires title
in the seller
thereto (Art. 1434)
4. Risk of loss or 4. Risk of loss remains 6. When the seller has a voidable
injury rests upon with the seller title which has not been avoided
the buyer at the time of the sale (Art.
Instances where Seller is still the 1506)
Owner despite Delivery: * Unlawful deprivation is no longer
1. Sale on trial, approval or satisfaction limited to a criminal act. There is
2. Contrary intention appears by the Unlawful Deprivation where there is no
term of the contract; valid transmission of ownership.
3. Implied reservation of ownership
(Article 1503) Place of delivery of goods
a. If under the bill of lading, the 1. Where there is an agreement, place
goods are deliverable to seller or of delivery is that agreed upon
agent or their order; 2. Where there is no agreement, place
b. If the bill of lading, although of delivery determined by usage of
stating that the goods are to be trade
delivered to the buyer or his 3. Where there is no agreement and no
agent, is kept by the seller or his prevalent usage, place of delivery is
agent; the sellers place
a. When the buyer, although the 4. In any other case, place of delivery
goods are deliverable to order of is the sellers residence
buyer, and although the bill of
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5. In case of specific goods, which to shall bear the loss, without prejudice to
the knowledge of the parties at the his right to recover from the wrongdoer.
time the contract was made were in
some other place, that place is the RIGHTS OF PERSON TO WHOM
place of delivery, in the absence of DOCUMENT HAS BEEN NEGOTIATED:
agreement or usage of trade to the 1) The title of the person negotiating the
contrary document, over the goods covered by
the document;
Time of delivery of goods 2) The title of the person (depositor or
1. Stipulated time owner) to whose order by the terms of
2. In the absence thereof, within a the document the goods were to be
reasonable time delivered, over such goods;
3) The direct obligation of the bailee to
NEGOTIABLE DOCUMENT OF TITLE hold possession of the goods for him, as
(NDT) if the bailee had contracted to him
A document of title in which it is directly
stated that the goods referred to NOTE; Mere transferee does not acquire
therein will be delivered to the directly the obligation of the bailee (in
bearer, or to the order of any person Art. 1513). To acquire it, he must notify
named in such document. the bailee.
May be negotiated by delivery or
indorsement. WHO CAN DEFEAT RIGHTS OF
TRANSFEREE:
The document is negotiable if: 1. Creditor of transferor
1. The goods are deliverable to the 2. Transferor
bearer; or 3. Subsequent purchaser
2. If the goods are deliverable to the
order of a certain person RULES WHEN QUANTITY IS LESS THAN
AGREED UPON:
Persons who may negotiate NDT: 1. Buyer may reject; or
1. The owner; or 2. Buyer may accept what has been
2. Any person to whom the possession delivered, at the contract rate
or custody thereof has been
entrusted by the owner, if by the RULES WHEN QUANTITY IS MORE THAN
terms of the document the bailee AGREED UPON:
issuing the document undertakes to 1. Buyer may reject all; or
deliver the goods to the order of the 2. Buyer may accept the goods
person to whom the possession or agreed upon and reject the rest;
custody of the document has been or
entrusted or if at the time of such 3. Buyer may accept all and must
entrusting the document in such pay for them at the contract
form that it may be negotiated by rate
delivery. NOTE: Acceptance, even if not express
may be implied when the buyer
* If the holder of a negotiable document exercises acts of ownership over the
of title (deliverable to bearer) entrusts excess goods.
the document to a friend for deposit,
but the friend betrays the trust and RULES WHEN GOODS MIXED WITH
negotiates the document by delivering it GOODS OF DIFFERENT DESCRIPTION:
to another who is in good faith, the said Buyer may accept the goods which
owner cannot impugn the validity of the are in accordance with the contract
negotiation. As between two innocent and reject the rest
persons, he who made the loss possible
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NOTE: If the subject matter is paid, if a period of payment has been

indivisible, in case of delivery of larger fixed.
quantity of goods or of mixed goods, the
buyer may reject the whole of the goods Sale of Real Property by Unit
Entire area stated in the contract
DELIVERY TO THE CARRIER must be delivered
GENERAL RULE: Where the seller is When entire area could not be
authorized or required to send the goods delivered, vendee may:
to the buyer, delivery to the carrier is 1. Enforce the contract with the
delivery to the buyer. corresponding decrease in price
EXCEPTIONS: 2. Rescind the sale:
1. When a contrary intention a. If the lack in area is at least
appears 1/10 than that stated or
2. Implied reservation of ownership stipulated
under pars. 1,2,3 of Art. 1503 b. If the deficiency in quality
specified in the contract
Kinds of Delivery to the Carrier exceeds 1/10 of the price
a. C.I.F. (cost, insurance, freight) agreed upon
signify that the price fixed c. If the vendee would not have
covers not only the costs of the bought the immovable had
goods, but the expense of the he known of its smaller area
freight and the insurance to be of inferior quality
paid by the seller irrespective of the extent of
b. F.O.B. (free on board) goods lack of area or quality
are to be delivered free of
expense to the buyer to the Sale for a Lump Sum (A Cuerpo Cierto)
point where they are F.O.B. The Vendor is obligated to deliver all the
point of F.O.B., either at the land included within the boundaries,
point of shipment or the point of regardless of whether the real area
destination, determines when should be greater or smaller
the ownership passes. Ordinarily, there can be no rescission
NOTE: the terms C.I.F. and F.O.B.
or reduction or increase whether the
merely make rules of presumption
area be greater or lesser, unless
c. C.O.D. (collect on delivery) the
there is gross mistake.
carrier acts for the seller in
NOTE: The Civil Code presumes that the
collecting the purchase price,
purchaser had in mind a particular piece
which the buyer must pay to
of land and that he ascertained its area
obtain possession of the goods.
and quality before the contract of sale
was perfected. If he did not do so, or if
SELLERS DUTY AFTER DELIVERY TO
having done so he made no objection
CARRIER
and consented to the transaction, he can
1. To enter on behalf of buyer into such
blame no one but himself (Teran vs.
contract reasonable under the
Villanueva Viuda de Riosa 56 Phil 677).
circumstances
What is important is the delivery
2. To give notice to buyer regarding
of all the land included in the
necessity of insuring the goods
boundaries.
PAYMENT OF THE PURCHASE PRICE
DOUBLE SALE (Art. 1544)
GENERAL RULE: The seller is not bound
to deliver the thing sold unless the Requisites: VOCS
purchase price has been paid. 1. two or more transactions must
EXCEPTION: The seller is bound to constitute valid sales;
deliver even if the price has not been 2. they must pertain exactly to the
same object or subject matter;
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3. they must be bought from the same property. Exception: Where the
or immediate seller; AND purchaser had knowledge, prior to or
4. two or more buyers who are at odds at the time of the levy, of such
over the rightful ownership of the previous lien or encumbrance, his
subject matter must represent knowledge is equivalent to
conflicting interests. registration.
Rules of preference: CONDITION

1. Personal Property Effect of Non-fulfillment of
a. first possessor in good faith Condition
2. Real Property 1. If the obligation of either party
a. first registrant in good faith is subject to any condition and
b. first possessor in good faith such condition is not fulfilled,
c. person with oldest title in good such party may either:
faith a. refuse to proceed with the
contract
NOTES: b. proceed with the contract ,
Purchaser in Good Faith one who waiving the performance of
buys the property of another without the condition.
notice that some other person has a 2. If the condition is in the nature
right to or interest in such property of a promise that it should
and pays a full and fair price for the happen, the non-performance of
same at the time of such purchase or such condition may be treated
before he has notice of the claim or by the other party as breach of
interest of some other person in the warranty.
property (Veloso vs. CA).
NOTE: A distinction must be made
Registration requires actual
between a condition imposed on the
recording; if the property was never
perfection of a contract and a condition
really registered as when the
imposed merely on the performance of
registrar forgot to do so although he
an obligation. The failure to comply with
has been handed the document,
the first condition would prevent the
there is no registration.
juridical relation itself from coming into
Possession is either actual or existence, while failure to comply with
constructive since the law made no the second merely gives the option
distinction (Sanchez vs. Ramos 40 either to refuse or proceed with the sale
Phil614) or to waive the condition.
Possession in Art.1544 includes not
only material but also symbolic The mere fact that the second
possession (Ten Forty Realty vs. contract of sale was perfected in
Cruz, 10 Sept. 2003.) good faith is not sufficient if, before
Title means title because of sale, title passes, the second vendee
and not any other title or mode of acquires knowledge of the first
acquiring property (Lichauco vs. transaction. The good faith or
Berenguer 39 Phil 642) innocence of the posterior vendee
Hernandez vs. Katigbak Rule: When needs to continue until his contract
the property sold on execution is ripens into ownership by tradition or
registered under Torrens, registration. (Palanca vs. Dir. Of
registration is the operative act that Lands, 46 PHIL 149)
gives validity to the transfer or
creates a lien on the land, and a
purchaser on execution sale is not EFFECT IF BUYER HAS ALREADY SOLD
required to go behind the registry to THE GOODS:
determine the conditions of the
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General Rule: The unpaid sellers right There is no implied warranty as to the
to lien or stoppage in transitu remains condition, adaptation, fitness or
even if buyer has sold the goods. suitability or the quality of an article
Except: sold as a second-hand article. But such
1) When the seller has given consent articles might be sold under such
thereto, or circumstances as to raise an implied
2) When the buyer is a purchaser in good warranty.
faith for value of a negotiable document * A certification issued by a vendor that
of title. a second-hand machine was in A-1
condition is an express warranty binding
WARRANTY on the vendor. (Moles vs. IAC [1989])
a statement or representation made
by the seller of goods, A. Warranty against eviction
contemporaneously and as a part of Warranty in which the seller
the contract of sale, having guarantees that he has the right to
reference to the character, quality, sell the thing sold and to transfer
or title of the goods, and by which ownership to the buyer who shall not
he promises or undertakes to insure be disturbed in his legal and
that certain facts are or shall be as peaceful possession thereof.
he then represents.
Elements:
Kinds: 1. vendee is deprived, in whole or
1. EXPRESS any affirmation of fact or in part, of the thing purchased;
any promise by the seller relating to 2. the deprivation is by virtue of a
the thing if the natural tendency of final judgment;
such affirmation or promise is to 3. the judgment is based on a prior
induce the buyer to purchase the right to the sale or an act
same and if the buyer purchases the imputable to the vendor;
thing relying thereon 4. the vendor was summoned in the
suit for eviction at the instance
NOTE: A mere expression of opinion, no of the vendee; AND
matter how positively asserted, does not 5. no waiver of warranty by the
import a warranty unless the seller is an vendee.
expert and his opinion was relied upon
by the buyer. Vendor's liability shall consist of:
1. Total eviction: (VICED)
2. IMPLIED - that which the law a. Value of the thing at the time of
derives by implication or inference eviction;
from the nature of the transaction or b. Income or fruits if he has been
the relative situation or ordered to deliver them to the
circumstances of the parties, party who won the suit;
irrespective of any intention of the c. Costs of the suit;
seller to create it. d. Expenses of the contract; AND
a. Warranty against eviction e. Damages and interests if the sale
b. Warranty against hidden defects was in bad faith.
c. Warranty as to Fitness and
Merchantability 2. Partial eviction:
NOTE: An implied warranty is a natural, a. to enforce vendors liability
not an essential element of a contract, for eviction (VICED); OR
and is deemed incorporated in the b. to demand rescission of
contract of sale. It may however, be contract.
waived or modified by express
stipulation. (De Leon) Question: Why is rescission not a remedy
in case of total eviction?
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Answer: Rescission contemplates that 1. Right of vendee

the one demanding it is able to return a) recission, or
whatever he has received under the b) indemnity
contract. Since the vendee can no longer
restore the subject-matter of the sale to 2. When right cannot be exercised:
the vendor, rescission cannot be carried a) if the burden or servitude is
out. apparent
b) if the non-apparent burden or
* The suit for the breach can be directed servitude is registered
only against the immediate seller, not c) if vendee had knowledge of the
sellers of the seller unless such sellers encumbrance, whether it is registered
had promised to warrant in favor of later or not
buyers or unless the immediate seller 3. When action must be brought
has expressly assigned to the buyer his - within ONE YEAR from the
own right to sue his own seller. execution of the deed of sale
NOTE: The disturbance referred to in the
case of eviction is a disturbance in law B. Warranty against hidden defects
which requires that a person go to the Warranty in which the seller
courts of justice claiming the thing sold, guarantees that the thing sold is free
or part thereof and invoking reasons. from any hidden faults or defects or
Mere trespass in fact does not give rise any charge or encumbrance not
to the application of the doctrine of declared or known to the buyer.
eviction.
Elements: (SHENPW)
Vendors liability is waivable but any 1. defect must be Serious or
stipulation exempting the vendor important;
from the obligation to answer for 2. it must be Hidden;
eviction shall be void if he acted in 3. it must Exist at the time of the
bad faith. sale;
Kinds of Waiver: 4. vendee must give Notice of the
a. Consciente voluntarily defect to the vendor within a
made by the vendee without reasonable time;
the knowledge and 5. action for rescission or reduction
assumption of the risks of of price must be brought within
eviction the proper Period (within 6 mos.
NOTE: vendor shall pay only the from delivery of the thing or 40
value which the thing sold had at days from date of delivery in
the time of eviction case of animals); and
b. Intencionada made by the 6. no Waiver of the warranty.
vendee with knowledge of
the risks of eviction and Remedies of the Vendee:
assumption of its a. Accion redhibitoria (rescission)
consequences b. Accion quanti minoris (reduction
EFFECT: vendor not liable of the price)
NOTE: Every waiver is presumed to be NOTES:
consciente. To consider it intencionada, Hidden faults or defects pertain only
it must be accompanied by some
to those that make the object unfit
circumstance which reveals the
for the use for which it was intended
vendors knowledge of the risks of
at the time of the sale.
eviction and his intention to submit to
such consequences.
This warranty in Sales is applicable
in Lease (Yap vs. Tiaoqui 13Phil433)
WHERE IMMOVABLE SOLD ENCUMBERED Effect of loss of thing on account of
WITH NON-APPARENT BURDEN hidden defects:
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1. If vendor was aware of hidden 2. Where the buyer relies upon the
defects, he shall bear the loss and sellers skill or judgment
vendee shall have the right to
recover: (PED) Warranty of Merchantability
a. the price paid Warranty in which the seller
b. expenses of the contract guarantees, where the goods were
c. damages bought by description, that they are
2. If vendor was not aware, he shall be reasonably fit for the general
obliged to return: (PIE) purpose for which they are sold
a. price paid It requires identity between what is
b. interest thereon described in the contract AND what
c. expenses of the contract if paid is tendered, in the sense that the
by the vendee latter is of such quality to have some
value
Effect if the cause of loss was not the
hidden defect Instances where implied warranties are
If the thing sold had any hidden inapplicable:
fault at the time of the sale, and 1. As is and where is sale - vendor
should thereafter be lost by a (1) makes no warranty as to the quality
fortuitous event OR (2) through the or workable condition of the goods,
fault of the vendee: and that the vendee takes them in
the vendee may demand of the the condition in which they are
vendor the price which he paid found and from the place where they
less the value of the thing at the are located.
time of its loss. 2. Sale of second-hand articles
NOTE: the difference between the 3. Sale by virtue of authority in fact or
price paid and the value of the thing law
at the time of its loss represents the
damage suffered by the vendee and Caveat Venditor (Let the seller
the amount which the vendor beware): the vendor is liable to the
enriched himself at the expense of vendee for any hidden faults or defects
the vendee in the thing sold, even though he was not
If the vendor acted in bad faith: aware thereof.
vendor shall pay damages to the
vendee Caveat Emptor (Let the buyer
beware): requires the purchaser to be
C. Implied Warranties of Quality aware of the supposed title of the
Warranty of Fitness vendor and one who buys without
Warranty in which the seller checking the vendors title takes all the
guarantees that the thing sold is risks and losses consequent to such
reasonably fit for the known failure.
particular purpose for which it was
acquired by the buyer RULES IN CASE OF SALE OF ANIMALS
1. When two or more animals have been
GENERAL RULE: There is no implied sold at the same time and the
warranty as to the quality or fitness for redhibitory defect is in one, or some of
any particular purpose of goods under a them but not in all, the general rule is
contract of sale that the redhibition will not affect the
EXCEPTIONS: others without it. It is immaterial
1. Where the buyer, expressly or by whether the price has been fixed for a
implication manifests to the lump sum for all the animals or for a
seller the particular purpose for separate price for each.
which the goods are required 2. No warranty against hidden defects of
animals sold at fairs or at public
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auctions, or of livestock sold as circumstances are at the sellers

condemned. This is based on the risk
assumption that the defects must have 2. To be liable as a depositary if he
been clearly known to the buyer. voluntarily constituted himself as
3. Sale of animals shall be void when: such
a) animals sold are suffering from 3. To pay interest for the period
contagious disease between delivery of the thing and
b) if the use or service for which the payment of the price in the
they are acquired has been stated in the following cases:
contract, and they are found to be unfit a. Should it have been stipulated
therefor b. Should the thing sold and
4. Limitation of the action: 40 days delivered produce fruits or
from the date of their delivery to the income
vendee c. Should he be in default, from the
5. Vendor shall be liable if the animal time of judicial or extra-judicial
should die within 3 days after its demand for the payment of the
purchase if the disease which caused the price
death existed at the time of the contract
Pertinent Rules:
OBLIGATIONS OF THE VENDEE: 1. The vendor is not required to deliver
A. Principal Obligations: the thing sold until the price is paid
1. To accept delivery nor the vendee to pay the price
2. To pay the price of the thing sold in before the thing is delivered in the
legal tender unless another mode has absence of an agreement to the
been agreed upon contrary (Article 1524).
NOTE: A grace period granted the 2. If stipulated, the vendee is bound to
vendee in case of failure to pay the accept delivery and to pay the price
amount/s due is a right not an at the time and place designated;
obligation. The grace period must not 3. If there is no stipulation as to the
be likened to an obligation, the non- time and place of payment and
payment of which, under Article 1169 of delivery, the vendee is bound to pay
the Civil Code, would still generally at the time and place of delivery
require judicial or extra-judicial demand 4. In the absence of stipulation as to
before default can be said to arise the place of delivery, it shall be
(Bricktown Devt Corp vs. Amor Tierra made wherever the thing might be at
Devt Corp. 57SCRA437) the moment the contract was
perfected (Article 1251)
B. Other Obligations 5. If only the time for delivery has been
1. To take care of the goods without fixed in the contract, the vendee is
the obligation to return, where the required to pay even before the
goods are delivered to the buyer and thing is delivered to him; if only the
he rightfully refuses to accept time for payment has been fixed,
the vendee is entitled to delivery
NOTES: even before the price is paid by him
The buyer in such a case is in the (Article 1524)
position of a bailee who has had
goods thrust upon him without Ways of accepting goods:
his assent. He has the obligation 1. Express acceptance
to take reasonable care of the 2. Implied acceptance
goods but nothing more can be a. When buyer does an act which
demanded of him. only an owner can do,
The goods in the buyers b. Failure to return goods after
possession under these reasonable lapse of time
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NOTES: Under Article 1590, the vendee has

The retention of goods is strong no cause of action for rescission
evidence that the buyer has before final judgement, otherwise
accepted ownership of the goods. the vendor might become a victim of
Delivery and acceptance are two machinations between the vendee
separate and distinct acts of and the third person
different parties Disturbance must be in possession
Delivery is an act of the vendor and ownership of the thing acquired
and one of the vendors If the disturbance is caused by the
obligations; vendee has nothing existence of non-apparent servitude,
to do with the act of delivery by the remedy of the buyer is
the vendor rescission, not suspension of
Acceptance is an obligation of payment.
the vendee; acceptance cannot
be regarded as a condition to
complete delivery; When vendee cannot suspend payment
seller must comply with the of the price even if there is
obligation to deliver although disturbance in the possession or
there is no acceptance yet by ownership of the thing sold:
the buyer 1. if the vendor gives security for the
Acceptance by the buyer may return of the price in a proper case
precede actual delivery; there may 2. if it has been stipulated that
be actual receipt without notwithstanding any such
acceptance and there may be contingency, the vendee must make
acceptance without receipt payment (see Article 1548 par.3)
Unless otherwise agreed upon, 3. if the vendor has caused the
acceptance of the goods by the disturbance or danger to cease
buyer does not discharge the seller 4. if the disturbance is a mere act of
from liability for damages or other trespass
legal remedy like for breach of any 5. if the vendee has fully paid the price
promise or warranty
REMEDIES FOR BREACH OF CONTRACT
When vendee may suspend payment of A. Remedies of the seller
the price: 1. Action for payment of the price (Art.
1. If he is disturbed in the possession or 1595)
ownership of the thing bought 2. Action for damages for non-
2. If he has well-grounded fear that his acceptance of the goods (Art. 1596)
possession or ownership would be 3. Action for rescission (Art. 1597)
disturbed by a vindicatory action or B. Remedies of the buyer
foreclosure of mortgage 1. Action for specific performance (Art.
1598)
NOTES: 2. Action for rescission or damages for
If the thing sold is in the possession breach of warranty (Art 1599)
of the vendee and the price is
already in the hands of the vendor, A. REMEDIES OF THE SELLER FOR
the sale is a consummated contract BREACH OF CONTRACT
and Article 1590 is no longer IN CASE OF MOVABLES
applicable. Article 1590, 1. Ordinary Remedies
presupposes that the price or any a. Movables in General Failure of
part thereof has not yet been paid the vendee to appear to receive
and the contract is not yet delivery or, having appeared,
consummated. failure to tender the price at the
same time, unless, a longer
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Rhodora
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Purganan(LTD),
133
period for its payment has been 1. Specific performance upon

stipulated vendees failure to pay
action to rescind the sale NOTE: Does not bar full recovery for
(Art. 1593) judgment secured may be executed
b. Sale of Goods on all personal and real properties of
action for the price (Art. the buyer which are not exempt
1595) from execution (Palma v. CA.)
action for damages (Art. 2. Rescission of the sale if vendee
shall have failed to pay two or
1596)
more installments
2. Unpaid Seller
NOTES:
Types:
a. The seller of the goods who has
Nature of the remedy which
requires mutual restitution bars
not been paid or to whom the
further action on the purchase
price has not been tendered
price (Nonato vs. IAC.)
b. The seller of the goods, in case a
bill of exchange or other GENERAL RULE: cancellation
negotiable instrument has been of sale requires mutual
received as conditional payment, restitution, that is all partial
AND the condition on which it payments of price or rents must
was received has been broken by be returned
reason of the dishonor of the EXCEPTIONS: a stipulation that
instrument, insolvency of the the installments or rents paid
buyer or otherwise. shall not be returned to the
Remedies: vendee or lessee shall be valid
insofar as the same may not be
1. Possessory lien over the goods
unconscionable under the
2. Right of stoppage in transitu
circumstan-ces (Article 1486).
after he has parted with the
3. Foreclosure of the chattel
possession of the goods and the
mortgage on the thing sold if
buyer becomes insolvent
vendee shall have failed to pay
3. Special Right of resale
two or more installments. In this
4. Special Right to rescind the sale
case, there shall be no further
5. Action for the price
action against the purchaser to
6. Action for damages
recover unpaid balance of the
price.
3. Article 1484 or Recto Law
Remedies of vendor in sale of
NOTES:
personal property by installments
Requisites: Further recovery barred only from
the time of actual sale at public auction
1. Contract of sale
conducted pursuant to foreclosure
2. Personal property
(Macondray vs. Tan.)
3. Payable in installments
4. In the case of the second and Other chattels given as security
third remedies, that there has cannot be foreclosed if they are not
been a failure to pay two or subject of the installment sale (Ridad vs.
more installments Filipinas investment and Finance Corp.
NOTE: Apply likewise to contracts GR 39806, Jan. 28, 1983)
purporting to be leases of personal If the vendor assigns his right to a
property with option to buy financing company, the latter may be
Art. 1484 does not apply to a sale: regarded as a collecting agency of the
1. Payable on straight terms (partly vendor and cannot therefore recover any
in cash and partly in one term) deficiency from the vendee (Zayas vs.
2. Of Real property Luneta Motors Co.)
Remedies: When the vendor assigns his credit to
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
134
another person, the latter is likewise Requisites:

bound by the same law. Accordingly, 1. transactions or contracts
when the assignee forecloses on the involving the sale OR financing of
mortgage, there can be no further real estate on installment
recovery of the deficiency and the payments, including residential
vendor-mortgagee is deemed to have condominium apartments; and
renounced any right thereto (Borbon II 2. buyer defaults in payment of
vs. Servicewide Specialist, Inc. succeeding installments.
258SCRA658)
NOTE: However, Article 1484(3) does Rights of the buyer:
NOT bar one to whom the vendor has A. If Buyer has paid at least two
assigned on with a recourse basis his (2) years of installments
credit against the vendee from 1. The buyer must pay, without
recovering from the vendor the additional interest, the unpaid
assigned credit in full although the installments due within the total
vendor may have no right of recovery grace period earned by him.
against the vendee for the deficiency There shall be one (1) month
(Filipinas Invest. & Finance Corp. vs. grace period for every one (1)
Vitug, Jr. 28SCRA658) year of installment payments
made
NOTE: Remedies are alternative and NOTE: This right shall be
exclusive exercised by the buyer ONLY
once in every 5 years of the life
IN CASE OF IMMOVABLES of the contract AND its
1. Ordinary Remedies extensions.
a. In case of anticipatory breach 2. Actual cancellation can only take
rescission (Article 1591) place after 30 days from receipt
b. Failure to pay the purchase price by the buyer of the notice of
cancellation OR demand for
rescission upon judicial or rescission by a notarial act AND
notarial demand for upon full payment of the cash
rescission (Article 1592) surrender value to the buyer
the vendee may pay, even (Olympia Housing vs. Panasiatic,
after the expiration of the 16 January 2003.)
period, as long as no demand NOTE: The seller shall refund to
for rescission has been made the buyer the cash surrender
upon him value of the payments on the
NOTE: Article 1592 does not property equivalent to 50% of
apply to: the total payments made. After
1) Sale on instalment of real five (5) years of installments,
estate there shall be an additional 5%
2) Contract to sell every year but not to exceed 90%
3) Conditional sale of the total payments made
4) Cases covered by RA 6552: 3. The buyer shall have the right to
Realty Installment buyer sell his rights or assign the same
protection act to another person OR to
reinstate the contract by
2. R.A. No. 6552 or Maceda Law updating the account during the
An Act to Provide Protection to grace period and before actual
buyers of Real Estate on Installment cancellation of the contract
Payments 4. The buyer shall have the right to
Law governing sale or financing of pay in advance any installment
real estate on installment payments or the full unpaid balance of the
purchase price any time without
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Rhodora
John Stephen
Purganan(LTD),
135
interest and to have such full governments claim to the specific tax on
payment of the purchase price the goods themselves (Arts. 2247 and
annotated in the certificate of 2241).
title covering the property. NOTE: The bringing of an action to
recover the purchase price is not one of
B. If Buyer has paid less than 2 the ways of losing the possessory lien.
years of installments An unpaid seller does not lose his lien by
1. The seller shall give the buyer a reason that he has obtained a money
grace period of NOT less than 60 judgement or decree for the price of
days from the date the goods (Art. 1529, last paragraph).
installment became due. If the
buyer fails to pay the II. Stoppage of goods in transitu
installments due at the Requisites:
expiration of the grace period, 1. Seller must be unpaid
the seller may cancel the 2. Buyer must be insolvent
contract after 30 days from 3. Goods must be in transit
receipt by the buyer of the 4. Seller must either:
notice of cancellation or the a. actually take possession of
demand for rescission of the goods sold OR
contract by a notarial act. b. give notice of his claim to
2. Same No. 3 and 4 paragraph A the carrier or other person in
above possession
5. Seller must surrender the
NOTE: Down payments, deposits or negotiable document of title, if
options on the contract shall be included any, issued by the carrier or
in the computation of the total number bailee
of installment payments made 6. Seller must bear the expenses of
delivery of the goods after the
Remedies of Unpaid Seller exercise of the right
I. Possessory Lien
When may be exercised: GOODS ARE CONSIDERED IN TRANSITU:
1. Where the goods have been sold 1. after delivery to a carrier or other
without any stipulation as to bailee and before the buyer or his agent
credit takes delivery of them; and
2. When the goods have been sold 2. If the goods are rejected by the
on credit, but the term of credit buyer, and the carrier or other bailee
has expired continues in possession of them
3. Where the buyer becomes
insolvent GOODS ARE NO LONGER CONSIDERED IN
When lost: TRANSITU:
1. Delivery of the goods to a carrier 1. after delivery to the buyer or his
or bailee for the purpose of agent in that behalf;
transmission to the buyer 2. if the buyer or his agent obtains
without reserving ownership or possession of the goods at a point before
right of possession the destination originally fixed;
2. When the buyer lawfully obtains 3. if the carrier or the bailee
possession of the goods acknowledges to hold the goods on
3. By waiver of the lien behalf of the buyer; and
NOTE: Possessory lien is lost after the 4. if the carrier or bailee wrongfully
seller loses possession but his lien as an refuses to deliver the goods to the buyer
unpaid seller remains; hence he is still
an unpaid creditor with respect to the Effects of the exercise of the right
price of specific goods sold. His 1. The goods are no longer in transit.
preference can only be defeated by the
CIVIL LAW COMMITTEE
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Rhodora
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Purganan(LTD),
136
2. The contract of carriage ends; neglects OR refuses to pay for

instead the carrier now becomes a the price
mere bailee, and will be liable as 2. Where the price is payable on a
such. day certain AND he wrongfully
3. The carrier should not deliver neglects OR refuses to pay for
anymore to the buyer or the latters the price, irrespective of the
agent; otherwise he will clearly be delivery or transfer of title
liable for damages. 3. Where the goods cannot readily
4. The carrier must redeliver to, or be resold for a reasonable price
according to the directions of the AND the buyer wrongfully refuses
seller. to accept them even before the
ownership of the goods has
WAYS OF EXERCISING THE RIGHT TO passed, if Article 1596 is
STOP: inapplicable.
1. By taking actual possession of the
goods VI. Action for damages
2. By giving notice of his claim to the When may be exercised:
carrier or bailee 1. In case of wrongful neglect or
refusal by the buyer to accept or
III. Special Right of Resale pay for the thing sold (Art. 1596
May be exercised only when the par.1)
unpaid seller has either a right of 2. In an executory contract, where
lien OR has stopped the goods in the ownership in the goods has
transitu AND under ANY of the not passed, and the seller cannot
following conditions: maintain an action to recover
1. Where the goods are perishable the price (Art 1595)
in nature 3. If the goods are not yet
2. Where the right to resell is identified at the time of the
expressly reserved in case the contract or subsequently
buyer should make a default B. REMEDIES OF THE BUYER FOR
3. Where the buyer delays in the BREACH OF CONTRACT
payment of the price for an
unreasonable time 1. Action for specific performance
(Art. 1598)
IV. Rescission Where the seller has broken the
Types: contract to deliver specific or
1. Special Right to Rescind Under ascertained goods
Art. 1534 If the seller has The judgment or decree may be
either the right of lien OR a right unconditional, or upon such terms
to stop the goods in transitu AND and conditions as to damages,
under either of 2 situations: payment of the price and otherwise
a. Where the right to rescind on as the court may deem just
default has been expressly
reserved 2. Remedies of buyer for breach of
b. Where the buyer has been in warranty by seller (Art. 1599):
default for an unreasonable 1. Recoupment accept the goods and
time set up the sellers breach to reduce
2. Under Art. 1597 (technical or extinguish the price
rescission) 2. Accept the goods and maintain an
action for damages for breach of
V. Action for the price warranty
When may be exercised: 3. Refuse to accept the goods and
1. Where the ownership has passed maintain an action for damages for
to the buyer AND he wrongfully breach of warranty
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
137
4. Rescind the contract by returning or 6. Any Other case where the parties
offering the return of the goods, and really intended that the transaction
recover the price of any part thereof should secure the payment of a debt
NOTE: These are alternative remedies. or the performance of any
obligation; or
When rescission by buyer not allowed: 7. When there is Doubt as to whether
1. if the buyer accepted the goods contract is contract of sale with right
knowing of the breach of warranty of repurchase or an equitable
without protest mortgage.
2. if he fails to notify the seller within a
reasonable time of his election to Equitable Mortgage
rescind One which lacks the proper
3. if he fails to return or offer to return formalities, form of words, or other
the goods in substantially as good requisites prescribed by law for a
condition as they were in at the time of mortgage, but shows the intention of
the transfer of ownership to him the parties to make the property
subject of the contract as security
EXTINGUISHMENT OF SALE for a debt and contains nothing
1. Same causes as in all other impossible or contrary to law
obligations (Cachola vs. CA 208SCRA496)
2. Conventional Redemption
3. Legal Redemption * When can there be presumption as to
Equitable Mortgage?
CONVENTIONAL REDEMPTION 1) Parties must have entered into a
The right which the vendor reserves contract denominated as a contract of
to himself, to reacquire the property sale
sold provided he returns to the 2) The intention of the parties was to
vendee: secure an existing debt by way of
b. the price of the sale; mortgage
c. expenses of the contract; NOTE: In the cases referred to in Arts.
d. any other legitimate payments 1602 and 1604, the apparent vendor may
made therefore and; ask for the reformation of the
e. the necessary and useful instrument.
expenses made on the thing sold; Remedy of Reformation: To correct the
and instrument so as to make it express the
f. fulfills other stipulations which true intent of the parties.
may have been agreed upon.
Redemption Period
a. if there is an agreement: period
A sale with conventional redemption is
agreed upon cannot exceed 10 years
deemed to be an equitable mortgage
b. if no agreement as to the period: 4
in any of the following cases:
years from the date of the contract
(IPERTOD)
c. the vendor who fails to repurchase
1. Unusually Inadequate purchase the property within the period
price; agreed upon may, however, exercise
2. Possession by the vendor remains, as the right to repurchase within 30
lessee or otherwise; days FROM the time final judgment
3. Extension of redemption period after was rendered in a civil action on the
expiration; basis that the contract was a true
4. Retention by the vendee of part of sale with right of repurchase
the purchase price; This refers to cases involving a
5. Vendor binds himself to pay the transaction where one of the
Taxes of the thing sold; parties contests or denies that
the true agreement is one of sale
CIVIL LAW COMMITTEE
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Rhodora
John Stephen
Purganan(LTD),
138
with right to repurchase; not to 2. no rescission 2. there can be

cases where the transaction is because no sale as rescission of the
conclusively a pacto de retro yet exists original sale
sale. Example: Where a buyer a 3. the action is 3. action is directed
retro honestly believed that he directed against against the buyer
the prospective
entered merely into an Equitable
seller
Mortgage, not a pacto de retro
transaction, and because of such
Instances of legal redemption:
belief he had not redeemed
A. Under the Civil Code (legal
within the proper period.
redemption):
NOTE: Tender of payment is
1. Sale of a co-owner of his share
sufficient to compel redemption, but
to a stranger (Article 1620)
is not in itself a payment that
2. When a credit or other
relieves the vendor from his liability
incorporeal right in litigation is
to pay the redemption price (Paez
sold (Article 1634)
vs. Magno.)
3. Sale of an heir of his hereditary
rights to a stranger (Article
LEGAL REDEMPTION 1088)
The right to be subrogated, upon the 4. Sale of adjacent rural lands not
same terms and conditions stipulated exceeding one hectare (Article
in the contract, in the place of one 1621)
who acquires a thing by (1) purchase 5. Sale of adjacent small urban
or (2) dation in payment, or (3) by lands bought merely for
any other transaction whereby speculation (Article 1622)
ownership is transferred by onerous B. Under special laws:
title. 1. An equity of redemption in cases
May be effected against movables or of judicial foreclosures
immovables. 2. A right of redemption in cases of
extra-judicial foreclosures
It must be exercised within thirty
3. Redemption of homesteads
(30) days from the notice in writing
4. Redemption in tax sales
by the vendor.\
5. Redemption by an agricultural
tenant of land sold by the
landowner
NOTE: Written notice under Article 1623
is mandatory for the right of redemption
to commence (PSC vs. Sps. Valencia 19
ASSIGNMENT OF CREDIT
August 2003.)
a contract by which the owner of a
BASIS OF LEGAL REDEMPTION: Not on credit transfers to another his rights
any proprietary right, which after the and actions against a third person in
sale of the property on execution, leaves consideration of a price certain in
the judgment debtor and vests in the money or its equivalent
purchaser, but on a bare statutory
privilege to be exercised only by the NOTE: Transfer of rights by assignment
persons named in the statute. takes place by the perfection of the
contract of assignment without the
necessity of delivering the document
Tender of payment is not necessary;
evidencing the credit.
offer to redeem is enough.
this rule does not apply to
negotiable documents and
PRE-EMPTION REDEMPTION
documents of title which are
1. arises before 1. arises after sale
sale
governed by special laws.
CIVIL LAW COMMITTEE

Gayon
Rhodora
John Stephen
Purganan(LTD),
139
Effects of Assignment: Legal Redemption in Sale or Credit or

1. transfers the right to collect the full other incorporeal right in litigation
value of the credit, even if he paid a Requisites:
price less than such value 1. There must be a sale or assignment
2. transfers all the accessory rights of credit
3. debtor can set up against the 2. There must be a pending litigation at
assignee all the defenses he could the time of the assignment
have set up against the assignor 3. The debtor must pay the assignee:
a. price paid by him
Effect of payment by the debtor after b. judicial cost incurred by him;
assignment of credit AND
1. Before Notice of the assignment c. interest on the price from the
Payment to the original creditor date of payment
is valid and debtor shall be
released from his obligation 4. The right must be exercised by the
2. After Notice debtor within 30 days from the date
Payment to the original creditor the assignee demands (judicially or
extra-judicially) payment from him
is not valid as against the
assignee
SALE OF CREDIT OR OTHER
He can be made to pay again by INCORPOREAL RIGHTS IN LITIGATION
the assignee GENERAL RULE: Debtor has the right of
legal redemption in sale of credit or
Warranties of the assignor of credit: incorporeal rights in litigation
a. He warrants the existence of the EXCEPTIONS:
credit a. Sale to a co-heir or co-owner
b. He warrants the legality of the b. Sale to a co-owner
credit at the perfection of the c. Sale to the possessor of property
contract in question
NOTE: There is no warranty as to the
solvency of the debtor unless it is
expressly stipulated OR unless the BARTER
insolvency was already existing and of
public knowledge at the time of the BARTER
assignment contract whereby one of the parties
binds himself to give one thing in
NOTE: The seller of an inheritance consideration of the other's promise
warrants only the fact of his heirship but to give another thing (Article 1638)
not the objects which make up his
inheritance. NOTE: Barter is similar to a sale with
the only difference that instead of
Liabilities of the assignor of credit for paying a price in money, another thing is
violation of his warranties given in lieu of the purchase price
1. Assignor in good faith
Liability is limited only to the PERFECTION and CONSUMMATION
price received and to the Perfected from the moment there is
expenses of the contract, and a meeting of minds upon the things
any other legitimate payments promised by each party in
by reason of the assignment consideration of the other
2. Assignor in bad faith
Liable not only for the payment Consummated from the time of
of the price and all the expenses mutual delivery by the contracting
but also for damages parties of the things promised
CIVIL LAW COMMITTEE

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Rhodora
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140
NOTES: 1. It requires the vendor, mortgagor,

Where the giver of the thing transferor or assignor to deliver to
bartered is not the lawful owner the vendee, mortgagee, or to his or
thereof, the aggrieved party cannot its agent or representative a sworn
be compelled to deliver the thing written statement of names and
which he has promised and is also addresses of all creditors to whom
entitled to damages. said vendor, etc. may have been
Where a party is evicted of the thing indebted together with the amount
exchanged, the injured party is given due or to be due (Section 3)
the option, either to recover the 2. It requires the vendor, mortgagor,
property he has given in exchange transferor or assignor, at least 10
with damages or only claim an days before the sale, transfer,
indemnity for damages. mortgage, assignment to make a full
As to matters not provided for by the detailed inventory showing the
quantity and the cost of price of
provisions on barter, the provisions
goods, and to notify every creditor
on sales will apply suppletorily
of the price terms and conditions of
the sale, etc. (Section 5)
BULK SALES LAW (Act No. 3952)
When Sale or Transfer in Bulk:
Effects of False Statements in the
Any sale, transfer, mortgage, or
Schedule of Creditors:
assignment:
1. Without knowledge of buyer
1. Of a stock of goods, wares,
If the statement is fair upon its
merchandise, provisions, or
face and the buyer has no
materials otherwise than in the
knowledge of its incorrectness
ordinary course of trade and the
and nothing to put him on
regular prosecution of business; or
inquiry about it, he will be
2. Of all or substantially all, of the
protected in its purchase
business or trade; or
The remedy of the creditor is not
3. Of all or substantially all, of the
against the goods but to
fixtures and equipment used in the
prosecute the seller criminally
business of the vendor, mortgagor,
2. With knowledge or imputed
transferor or assignor (section 2)
knowledge of buyer
The vendee accepts it at his
When sale or transfer in bulk not
peril
covered by Bulk Sales Law:
The sale is valid only as between
1. If the sale or transfer is in the
the vendor and the vendee but
ordinary course of trade and the
void against the creditors
regular prosecution of business of
the vendor;
3. With names of certain creditors
2. If it is made by one who produces
without notice are omitted from
and delivers a written waiver of the
the list
provisions of the Bulk Sales Act from
The sale is void as to such
his creditors
creditors, whether the omission
3. If it is made by an executor,
was fraudulent or not,
administrator, receiver, assignee in
4. With respect to an innocent
insolvency, or public officer, acting
purchaser for a value from the
under judicial process (Section 8);
original purchaser
and
An innocent purchaser for value
4. If it refers to properties exempt from
from the original purchaser is
attachment or execution (Rules of
protected
Court, Rule 39, Section 12)
However if the circumstances
are such as to bind the
Protection Accorded to Creditors by
subsequent purchaser with
Bulk Sales Law:
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Rhodora
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Purganan(LTD),
141
constructive notice that the sale

to the vendor (original RETAIL TRADE LIBERALIZATION ACT
purchaser) was fraudulent, the (RA 8762)
property will be liable in his
hands to creditors of the original Retail Trade
vendor Any act occupation or calling of
Effect of violation of law on Transfer: habitually selling direct to the
1. As between the parties general public merchandise,
The Bulk Sales Law does not in commodities or goods for
any way affect the validity of consumption, but the restrictions of
the transfer as between the this law shall not apply to the
intermediate parties thereto following:
A sale not in compliance with 1. Sales by manufacturer, processor,
the Bulk Sales Law is valid laborer, or worker, to the general
against all persons other than public the products manufactured,
the creditors. processed produced by him if his
2. As against creditors capital does not exceed P100,000;
A purchaser in violation of the 2. Sales by a farmer or agriculturalist
law acquires no right in the selling the products of his farm
property purchased as against 3. Sales in restaurant operations by a
the creditors of the seller hotel owner or inn-keeper
His status is that of a trustee or irrespective of the amount of
receiver for the benefit of the capital; provided that the restaurant
creditors of the seller; as such, is incidental to the hotel business;
he is responsible for the and
disposition of the property 4. Sales which are limited only to
products manufactured, processed or
Remedies Available to creditors: assembled by a manufacturer
The proper remedy is one against the through a single outlet, irrespective
goods to subject them to the of capitalization
payment of the debt, such as
execution, attachment, garnishment, High-End or Luxury Goods
or by a proceeding in equity Goods which are not necessary for
An ordinary action against the life maintenance and whose demand
purchaser to obtain money is generated in large part by the
judgement will not lie, unless the higher income groups
purchaser has sold or otherwise Shall include but not limited to:
disposed of, or dealt with the
jewelry, branded or designer
property, so as to become personally
clothing and footwear, wearing
liable to creditors for value of it.
apparel, leisure and sporting goods,
Acts Punished by Bulk Sales Law:
electronics and other personal
1. Knowingly or wilfully making or
effects
delivering a statement required by
NOTE: A natural-born citizen of the
the Act which does not include the
Philippines who has lost his citizenship
names of all the creditors of the
but who resides in the Philippines shall
vendor, etc. with the correct amount
be granted the same rights as Filipino
due or to become due or which
citizens
contains any false or untrue
statement; and
Foreign Equity Participation:
2. Transferring title to any stock of
goods, wares, merchandise,
Foreign-owned partnerships,
provisions or materials sold in bulk associations and corporations formed
without consideration or for nominal and organized under the laws of the
consideration (Section 7) Philippines may, upon registration
with SEC and DTI, or in case of
CIVIL LAW COMMITTEE
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Rhodora
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Foreign-owned single proprietorship Failure to maintain the full amount

with the DTI, engage or invest in of the prescribed minimum capital
retail trade business, subject to the prior to notification of the SEC and
following categories: the DTI shall subject the foreign
1. Category A: investors to penalties or restrictions
Paid-up capital of the equivalent on any future trading
in Philippine Peso of: < activities/business in the Philippines
$2,500,000 US Dollars
Reserved exclusively for Filipino NOTE: Foreign Investors Acquiring
citizens and corporations wholly Shares of Stock of existing retail stores
owned by citizens whether or not publicly listed whose net
2. Category B: worth is in excess of the Peso equivalent
Minimum paid-up capital of the of US $2,500,000 may purchase only up
equivalent in Philippine Peso of to the maximum of 60% of the equity
$2,500,000 US Dollars, but thereof within the first 2 years, and
<$7,500,000 thereafter, they may acquire the
May be wholly owned by remaining percentage consistent with
the allowable foreign participation as
foreigners except for the first
herein provided
two years after the effectivity of
this Act wherein foreign
NOTE: All retail Trade enterprises under
participation shall be limited to
categories B and C in which foreign
not > 60% of total equity.
ownership exceeds 80% of equity shall
3. Category C:
offer a minimum of 30% of their equity
Paid-up capital of the equivalent to the public through any stock
in Philippine Peso of: exchange in the Philippines within 8
$7,500,000 US Dollars or more years from the start of the operations
May be wholly owned by
foreigners Qualification of Foreign Retailers
NOTE: In no case shall the 1. Minimum of $200,000,000 US Dollars
investments for establishing a net worth in its parent corporation
store in Categories B and C be for Categories B and C and
less than the equivalent in $50,000,000 net worth in its parent
Philippine Peso of: US $830,000 corporation for Categories D
4. Category D: 2. 5 retailing branches or franchises in
Enterprises specializing in high- operation anywhere around the
end or luxury products with paid- world unless such retailer has at
up capital of the equivalent in least 1 store capitalized at a
Philippine Peso of: $250,000 US minimum of $25,000,000 US Dollars
Dollars per store 3. 5-year track record in retailing; and
May be wholly owned by 4. Only nationals from, or juridical
foreigners entities formed or incorporated in
Countries which allow to engage in
retail trade in the Philippines
NOTES:
Foreign investor shall be required to
maintain in the Philippines the FULL
amount of the prescribed minimum PD 957 (SUBDIVISION AND
capital, UNLESS the foreign investor CONDOMINIUM BUYERS PROTECTIVE
has notified the SEC and the DTI of DECREE
its intention to repatriate its capital
and cease operations in the Registration of Projects
Philippines The registered owner of a parcel of
land who wishes to convert the same
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
143
into a subdivision project shall

submit his subdivision plan to the Exempt transactions
HOUSING AND LAND-USE A license to sell and performance
REGULATORY BOARD, which shall act bond shall not be required in any of
upon and approve the same, upon a the following transactions:
finding that the plan complies with 1. Sale of a subdivision lot resulting
the Subdivision Standards' and from the partition of land among co-
Regulations enforceable at the time owners and co-heirs.
the plan is submitted. The same 2. Sale or transfer of a subdivision lot
procedure shall be followed in the by the original purchaser thereof and
case of a plan for a condominium any subsequent sale of the same lot.
project except that, in addition, said 3. Sale of a subdivision lot or a
Authority shall act upon and approve condominium unit by or for the
the plan with respect to the building account of a mortgagee in the
or buildings included in the ordinary course of business when
condominium project in accordance necessary to liquidate a bona fide
with the National Building Code debt.
(R.A. No. 6541).
The subdivision plan, as so approved, Grounds for Revocation of registration
shall then be submitted to the certificate and license to sell of owners
Director of Lands for approval in or dealers
accordance with the procedure 1. Is insolvent; or
prescribed in Section 44 of the Land 2. Has violated any of the provisions of
Registration Act (Act No. 496, as this Decree or any applicable rule or
amended by R.A. No. 440): Provided, regulation of the Authority, or any
that it case of complex subdivision undertaking of his/its performance
plans, court approval shall no longer bond; or
be required. The condominium plan 3. Has been or is engaged or is about to
as likewise so approved, shall be engage in fraudulent transactions; or
submitted to the Register of Deeds 4. Has made any misrepresentation in
of the province or city in which the any prospectus, brochure, circular or
property lies and the same shall be other literature about the
acted upon subject to the conditions subdivision project or condominium
and in accordance with the project that has been distributed to
procedure prescribed in Section 4 of prospective buyers; or
the Condominium Act (R.A. No. 5. Is of bad business repute; or
4726). 6. Does not conduct his business in
accordance with law or sound
National Housing authority (now business principles.
Housing and Land Use Regulatory
Board) has the exclusive jurisdiction
to regulate the real estate trade and LEASE
business.
LEASE
License to sell consensual, bilateral, onerous, and
Such owner or dealer to whom has commutative contract by virtue of
been issued a registration certificate which one person binds himself to
shall not, however, be authorized to grant temporarily the use of the
sell any subdivision lot or thing or to render some service to
condominium unit in the registered another who undertakes to pay some
project unless he shall have first rent.
obtained a license to sell the project Kinds of Leases (From the view point of
within two weeks from the the subject matter
registration of such project. 1. Lease of things
CIVIL LAW COMMITTEE

Gayon
Rhodora
John Stephen
Purganan(LTD),
144
2. Lease of service When a student boards and lodges in

3. Lease of work a dormitory, there is no contract of
lease. The contract is not
NOTE: Since lease is consensual and is designated specifically in the Civil
not imposed by law, only the lessor has Code. It is an innominate contract.
the right to fix the rents. However, the It is however, believed that the
increasing of the rent is not an absolute contract can be denominated as the
right on the part of the lessor. contract of board and lodging.
There is a contract of lease when the
Characteristics or Requisites for Lease use and enjoyment of a safety
of Things deposit box in a bank is given for a
1. Consensual price certain. This is certainly not a
2. Principal contract of deposit.
3. Nominate A lease of personal property with
4. Purpose is to allow enjoyment or
option to buy (at a nominal amount)
use of a thing (the person to
at the end of the lease can be
enjoy is the lessee; the person
considered a sale.
allowing the enjoyment by
another is the lessor
LEASE SALES
5. Subject matter must be within
1. only use or 1. ownership is
the commerce of man enjoyment is transferred
6. Purpose to which the thing will transferred
be devoted should not be 2. transfer is 2. transfer is
immoral temporary permanent
7. Onerous (there must rent or 3. lessor need not 3. seller must be
price certain) be the owner the owner at the
8. Period is Temporary (not time the property
perpetual, hence, the longest is delivered
period is 99 years) 4. the price of the 4. usually, the
9. Period is either definite or object, selling price is
distinguished from mentioned
indefinite
the rent, is usually
If no term is fixed, we not mentioned
should apply Art.1682 (for rural
leases) and Art. 1687 (for urban
Lease of Lease of Services
leases)
Things
If the term is fixed but 1. object of 1. object is some
indefinite, the court will fix the contract is a work or service
term under the law of thing
obligations and contracts 2. lessor has to 2. lessor has to
10. Lessor need not be the owner deliver the thing perform some work
leased or service
NOTE: A usufructuary may thus 3. in case of 3. in case of
lease the premises in favor of a breach, there breach, no action
stranger, such lease to end at the can be an action for specific
time that the usufruct itself ends for specific performance
performance
Rent
The compensation either in Lease of Contract for a
Services Piece of Work
money, provisions, chattels, or
(locatio (locatio operas)
labor, received by the lessor operatum)
from the lessee. 1. the important
1. the
important object object is the work
is the labor done
NOTES:
performed by the
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
145
lessor NOTE: Lease of personal property

2. the result is 2. the result is cannot be registered. To be binding
generally not generally against third persons, the parties must
important, important; execute a public instrument.
hence the generally, the price
laborer is is not payable until
* Lease may be made orally, but if the
entitled to be the work is
paid even if completed, and said lease of Real Property is for more
there is price cannot be than 1 year, it must be in writing
destruction of lawfully demanded under the Statue of Frauds.
the work through if the work is
fortuitous event destroyed before it Persons Disqualified to be Lessees
is finished and Because Disqualified to Buy
accepted
1. A husband and a wife cannot lease to
each other their separate properties
except:
Lease of Agency
a. if separation of property was
Services agreed upon
It is based on It is based on b. if there has been judicial
employment representation separation of property
the lessor of agent represents his Persons referred to in Art. 1491 are
services does principal and enters disqualified because of fiduciary
not represent his into juridical acts. relationships
employer nor
does he execute SUBLEASE
juridical acts.
Principal Preparatory
A separate and distinct contract of
contract contract lease wherein the original lessee
becomes a sublessor to a sublessee.
Rule for Lease of Consumable Goods Allowed unless expressly prohibited.
GENERAL RULE: Consumable goods The sublessee is subsidiarily liable
cannot be the subject matter of a for any rent due. The lessor has an
contract of lease of things. accion directa against the sublessee
Why? To use or enjoy hem, they will for unpaid rentals and improper use
have to be consumed. This cannot be of the object.
done by a lease since ownership over
them is not transferred to him by the SUBLEASE ASSIGNMENT OF
contract of lease. LEASE
EXCEPTIONS: 1. there are two 1. there is only one
a. If they are merely exhibited leases and two juridical
distinct juridical relationship, that of
b. If they are accessory to an
relationships the lessor and the
industrial establishment although assignee, who is
immediately converted into a
RECORDING OF LEASE OF PERSONAL connected and lessee
PROPERTY related to each
GENERAL RULE: Lease of real property other
is personal right 2. the 2. the personality of
EXCEPTIONS: Lease partakes of the personality of the lessee
nature of real right if: the lessee does disappears
a. Lease of real property is more not disappear
than 1 year 3.the lessee does 3. the lessee
not transmit transmits absolutely
b. Lease of real property is
absolutely his his rights to the
registered regardless of duration rights and assignee
obligations to the
sublessee
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
146
4. the sublessee, 4. the assignee has Effect of Destruction of the Thing

generally, does a direct action Leased:
not have any against the lessor 1. Total destruction by a fortuitous
direct action event
against the lessor
Lease is extinguished
RIGHTS OF LESSOR IF SUBLEASE
PROHIBITED BUT ENTERED INTO BY
LESSEE:
1) Rescission and damages, or 2. Partial destruction
2) Damages only (Contract will be a. Proportional reduction of the
allowed to remain in force) rent, or
3) Ejectment b. Rescission of the lease
When lessee may suspend payment of
Instances when sublessee is liable to rent:
the lessor: 1. lessor fails to undertake necessary
a. All acts which refer to the use repairs
and preservation of the thing
2. lessor fails to maintain the lessee in
leased in the manner stipulated
peaceful and adequate enjoyment of
between the lessor and the
the property leased
lessee
b. The sublessee is subsidiarily
NOTE: Suspend- for the intervening
liable to the lessor for any rent
period, the lessee does not have to pay
due from the lessee.
the rent.
NOTE: The sublessee shall not be
responsible beyond the amount of rent
EFFECTIVITY OF THE SUSPENSION:
due from him.
The right begins:
a) In the case of repairs, from the time
Accion Directa: direct action which the
he made the demand for said repairs,
lessor may bring against a sublessee who
and the demand went unheeded.
misuses the subleased property.
b) In the case of eviction, from the time
the final judgment for eviction becomes
OBLIGATIONS OF THE LESSOR (DnM)
effective.
a. Delivery of the object (cannot
be waived)
Alternative remedies of Aggrieved
b. Making of necessary repairs
party (Lessor/Lessee) in case of Non-
c. Maintenance in peaceful and
fulfillment of duties:
adequate possession
1. Rescission and damages
2. Damages only, allowing the contract
OBLIGATIONS OF THE LESSEE (R2EN2U)
to remain in force Specific
a. to pay rent
Performance
b. to use thing leased as a diligent
NOTE: Damages Recoverable in
father of a family, devoting it to
ejectment cases are the rents or the fair
the use stipulated
rental value of the premises. The
c. to pay expenses for the deed of
following cannot be successfully
lease
claimed:
d. to notify the lessor of usurpation
1. Profits plaintiff could have
or untoward acts
earned were it not for the
e. to notify the lessor of need for
possible entry or unlawful
repairs
detainer
f. to return the property leased
2. Material injury to the premises
upon termination of the lease
3. Actual, moral, or exemplary
damages
CIVIL LAW COMMITTEE

Gayon
Rhodora
John Stephen
Purganan(LTD),
147
Immediate termination of lease under 2. Trespass in law (perturbacion de

Art. 1660 applies: derecho):
1. only to dwelling place or any other A third person claims legal right
building intended for human to enjoy the premises
habitation Lessor will be held liable
2. even if at the time the contract was
perfected, the lessee knew of the NOTE: While the Japanese Occupation
dangerous condition or waived the was a fortuitous event, the lessor is still
right to rescind on account of this not excused from his obligation to
condition warrant peaceful legal possession. Lease
Rules on Alteration of the Form of the is a contract that calls for prestations
Lease both reciprocal and repetitive; and the
The Lessor can alter provided there obligations of either party are not
is no impairment of the use to which discharged at any given moment, but
the thing is devoted under the terms must be fulfilled all throughout the term
of the lease of the contract. (Villaruel vs. Manila
Motor Co.)
Alteration can also be made by the
Lessee so long as the value of the
Duration of Lease
property is not substantially
1. Lease made for a determinate
impaired
time or fixed Period
Rules in case of Urgent Repairs Lease will be for the said period
and it ends on the day fixed
The lessee is obliged to tolerate the without need of a demand
work although it may be very
annoying to him and although during
2. If there is no fixed period
the same time he may be deprived
A. For Rural Lands (Article 1680)
of a part of the premises
1. If repairs last for more than 40 days: it shall be for all time necessary
Lessee cannot act for reduction of for the gathering of fruits which
rent or rescission the whole estate may yield in 1
2. If 40 days or more: lessee can ask year, or which it may yield once
for proportionate reduction B. For Urban Lands (Article 1687)
NOTE: In either case, rescission may be a. If rent is paid daily: lease is
availed of if the main purpose is to from day to day
provide a dwelling place and the b. If rent is paid weekly: lease is
property becomes uninhabitable. from week to week
c. If rent is paid monthly: lease is
Effects if Lessor fails to make Urgent from month to month
Repairs d. If rent is paid yearly: lease is
1. Lessee may order repairs at the from year to year
lessors cost
2. Lessee may sue for damages RULES ON EXTENSION OF THE LEASE
3. Lessee may suspend the payment of PERIOD:
the rent 1) If a lease contract for a definite term
4. Lessee may ask for rescission, in case allows lessee to extend the term, there
of substantial damage to him is no necessity for lessee to notify lessor
of his desire to so extend the term,
TRESPASS IN LEASE: unless the contrary is stipulated.
1. Trespass in fact (perturbacion de 2) May be extended as stipulation:
mere hecho): lessee can extend without lessors
consent but lessee must notify lessor.
physical enjoyment is reduced 3) May be extended for 6 years agreed
Lessor will not be held liable. upon by both parties as stipulation: This
must be interpreted in favor of the
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
148
lessee. Hence, ordinarily the lessee at as in the case of successive

the end of the original period may renewals.
either:
a) leave the premises; or Effects:
b) remain in possession a. The period of the new lease is
4) In co-ownership, assent of all is not that stated in the original
needed; otherwise, it is void or contract but the time in Articles
ineffective as against non-consenting co- 1682 and 1687.
owners. b. Other terms of the original
5) Where according to the terms of the contract are revived.
contract, the lease can be extended only
by the written consent of the parties NOTE: Terms that are revived are only
thereto, no right of extension can rise those which are germane to the
without such written consent. enjoyment of possession, but not those
with respect to special agreements
Rule if Lessor Objects to the Lessees
continued Possession: which are by nature foreign to the right
Requisites: of occupancy or enjoyment inherent in a
1. Contract has expired contract of lease such as an option to
2. Lessee continued enjoying the thing purchase the leased premises (Dizon vs.
3. Lessor Objected to this enjoyment Magsaysay GR No. 23399, May 31,1974)
If the three requisites are present,
the lessee shall be considered a Perpetual Lease
possessor in bad faith A lease contract providing that the
lessee can stay in the premises for as
IMPLIED NEW LEASE (Tacita long as he wants and for as long as
Reconducion) he can pay the rentals and its
lease which arises if at the end of increases.
the contract the lessee should This is not permissible; it is a purely
continue enjoying the thing leased potestative condition because it
for 15 days with the acquiescence of leaves the effectivity and enjoyment
the lessor, unless a notice to the of leasehold rights to the sole and
contrary had previously been given exclusive will of the lessee
by either party.
NOTE: In Jespajo Realty vs. CA, 27
Requisites: Sept. 2002, the SC upheld a lease
a. the term of the original contract contract, which provides that the lease
has expired contract shall continue for an indefinite
b. the lessor has not given the period provided that the lessee is up-to-
lessee a notice to vacate date in the payment of his monthly
c. the lessee continued enjoying rentals for the contract is one with a
the thing leased for at least 15 period subject to a resolutory condition.
days with the acquiescence of
the lessor PURCHASE OF THE LEASED PROPERTY
GENERAL RULE: Purchaser of thing
When there is no implied new leased can terminate lease.
lease: EXCEPTIONS:
1. When before or after the a. lease is recorded in Registry of
expiration of the term, there is a Property
notice to vacate given by either b. there is stipulation in the
party. contract of sale that purchaser
2. When there is no definite fixed shall respect the lease
period in the original lease contract c. purchaser knows the existence of
the lease
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
149
d. sale is fictitious d. owner or lessor is prohibited

e. sale is made with right of from leasing the residential unit or
repurchase allowing its use by a third person for
at least 1 year.
GROUNDS FOR EJECTMENT UNDER ART. 4. Absolute ownership by the lessee of
1673: (ELVU) another dwelling unit in the same
1. Expiration of the period agreed upon city or municipality which may be
or the period under Arts. 1682 and lawfully used as his residence
1687; provided lessee is with formal notice
2. Lack of payment of the price 3 months in advance;
stipulated; 5. Need of the lessor to make necessary
3. Violation of any of the conditions repairs in the leased premises which
agreed upon in the contract; and is the subject of an existing order of
4. Unauthorized use or service by the condemnation by appropriate
lessee of the thing leased. authorities concerned in order to
make said premises safe and
habitable; and
6. Expiration of period of the lease
RENTAL REFORM ACT OF 2002 contract.
(R.A. No. 9161)
Effectivity: January 1, 2002. NOTE:
Coverage: Except when the lease is for a
a. All residential units of NCR and other definite period, the provisions of
highly urbanized cities, the total Art. 1673(1) of the Civil Code (CC),
monthly rental for each of which insofar as they refer to residential
does not exceed P7,500; units, shall be suspended during the
b. All residential units in other areas effectivity of R.A. 9161, but other
the total monthly rental for each of provisions of the CC and the Rules of
which does not exceed P4,000 as of Court on lease contracts insofar as
1/1/02, without prejudice to pre- they are not in conflict with the
existing contracts. provisions of R.A. No. 9161 shall
apply.
Grounds for judicial ejectment: No increase in monthly rental by
SANORE more than 10% is allowed.
1. Assignment of lease or subleasing of
residential units including the TERMINATION OF THE LEASE
acceptance of boarders or If made for a determinate time, it
bedspacers without written consent ceases upon the day fixed without
of the owner or lessor; the need of a demand.
2. Arrears in payment of rent for a 1) By the expiration of the period
total of 3 months; 2) By the total loss of the thing
3. Legitimate needs of the owner or 3) By the resolution of the right of the
lessor to repossess for his own use or lessor
for the use of any immediate 4) By the will of the purchaser or
member of his family as a residential transferee of the thing
unit, provided: 5) By rescission due to non-performance
a. owner or immediate member not of the obligation of one of the parties
being owner of any other available
residential unit within the same city Special Provisions for Rural Lands
or municipality; Effect of loss due to fortuitous
b. lease for a definite period has event:
expired; 1. Ordinary fortuitous event no
c. lessor has given lessee formal reduction
notice 3 months in advance; and 2. Extraordinary fortuitous event
CIVIL LAW COMMITTEE
Gayon
Rhodora
John Stephen
Purganan(LTD),
150
a. if more than of the fruits were

lost, there shall be a reduction,
unless there is a stipulation to
the contrary
b. if or less, there shall be no
reduction
Lease duration: If not fixed, it shall
be for all time necessary for the
gathering of fruits which the whole
estate may yield in 1 year, or which
it may yield once.
Special Provisions for Urban Lands

Repairs for which urban lessor is
liable:
1. special stipulation
2. if none, custom of the place
3. in case of doubt, the repairs are
chargeable against him
Lease duration:
1. If there is a fixed period, lease will be
for said period.
2. If no fixed period, apply the following
rules:
a. If rent is paid daily: day to day
b. If rent is paid weekly: week to
week
c. If rent is paid monthly: month to
month
d. If rent is paid yearly: year to
year
CIVIL LAW COMMITTEE

Gayon
Rhodora
John Stephen
Purganan(LTD),

Sales

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MEMORY AID IN CIVIL LAW

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

2. Non-payment of 2. Full payment is a As to effect of sale of the subject

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

MEMORY AID IN CIVIL LAW

3. Not within the 3. Within the credit

SCHOOLS OF THOUGHT: 5. Buyer still has to 5. The payment is

NOTE: If the consideration is partly in Certainty

MEMORY AID IN CIVIL LAW

3. If the determination of the price b. Where the price is so low as to

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

GENERAL RULE: It is perfected at the Payment of the purchase price is

MEMORY AID IN CIVIL LAW

1. Accepted unilateral promise to sell anytime within the agreed period, at

MEMORY AID IN CIVIL LAW

Kings Enterprises, Inc. vs. CA GR No.

MEMORY AID IN CIVIL LAW

EFFECT OF LOSS AT THE TIME OF SALE: FORMALITIES OF CONTRACT OF SALE

MEMORY AID IN CIVIL LAW

Reason: only private rights,

MEMORY AID IN CIVIL LAW

is placed in the control and b. allowing buyer to make use of

MEMORY AID IN CIVIL LAW

MEMORY AID IN CIVIL LAW

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

NOTE: If the subject matter is paid, if a period of payment has been

MEMORY AID IN CIVIL LAW

Rules of preference: CONDITION

MEMORY AID IN CIVIL LAW

MEMORY AID IN CIVIL LAW

Answer: Rescission contemplates that 1. Right of vendee

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

MEMORY AID IN CIVIL LAW

auctions, or of livestock sold as circumstances are at the sellers

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

NOTES: Under Article 1590, the vendee has

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

period for its payment has been 1. Specific performance upon

MEMORY AID IN CIVIL LAW

another person, the latter is likewise Requisites:

MEMORY AID IN CIVIL LAW

MEMORY AID IN CIVIL LAW

2. The contract of carriage ends; neglects OR refuses to pay for

MEMORY AID IN CIVIL LAW

MEMORY AID IN CIVIL LAW

with right to repurchase; not to 2. no rescission 2. there can be

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

Effects of Assignment: Legal Redemption in Sale or Credit or

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

NOTES: 1. It requires the vendor, mortgagor,

MEMORY AID IN CIVIL LAW

constructive notice that the sale

MEMORY AID IN CIVIL LAW