Vous êtes sur la page 1sur 6

Art. 1458.

Contract of Sale- is a contract whereby one of the parties *if the subject matter of the sale is ILLICIT, the contract is void and cannot
obligates himself to deliver something to the other who, on his part, binds be ratified.
himself to pay therefor a sum of money or its equivalent. 2. Rights- all rights which are not intransmissible or personal may be
the object of sale. However, while SERVICES may be the object of a
CHARACTERISTICS OF A CONTRACT OF SALE: contract, they cannot be the object of a contract of sale.
1. Consensual- it is perfected by mere consent without any further act. KINDS OF ILLICIT THING:
2. Bilateral- both contracting parties are bound to fulfill obligations 1. Illicit per se- of its nature
reciprocally towards each other- the seller, to deliver and transfer 2. Illicit per accidens- illegal (provision of law)
ownership of the thing sold and the buyer to pay the price. *NEMO DAT QUOD NON HABET- No one gives what he doesnt have.
3. Onerous- the thing sold is conveyed in consideration of the price
and vice versa. The seller can only sell what he owns or authorized to sell, and the buyer
4. Commutative- the thing sold is considered the equivalent price paid can acquire what the seller can transfer legally.
ad vice versa.
5. Nominate- it has a special name or designation in the civil code, Art. 1460. A thing is determinate when it is particularly designated or
namely SALE physically segregated from all others of the same class.
6. Principal- it does not depend for its existence and validity upon
another contract. Art. 1461. Future thing not existing at the time the contract entered into
may be the object of sale provided that it has a possible existence.
ESSENTIAL REQUISITES OF A CONTRACT OF SALE:
1. Consent or meeting of the minds- refers to the consent on the part EMPTIO REI SPERATAE/ SALE OF THING EXPECTED- thing not yet in
of the seller to deliver and transfer and on the part of the buyer to
existence subject to the condition that the thing will exist. Failure of the
pay. The parties must have a legal capacity to give consent and condition, the contract becomes ineffective and the buyer has no obligation
obligate themselves. to pay the price.
2. Object or subject matter- refers to the determinate thing which is
EMPTIO SPEI/ SALE OF HOPE- the thing will come into existence, but the
the object of the contract. buyer will pay the price even if the thing doesnt eventually exist.
3. Cause or consideration- refers to the PRICE CERTAIN IN MONEY OR
ITS EQUIVALENT. Broadly speaking, price is the cost at which Art. 1462. OBJECT OF SALE
something is obtained in exchange for something else. 1. Existing good- owned or possessed by the seller.
2. Future goods- goods to be manufactured, raised or acquired.
Art. 1459. THE THING MUST BE LICIT
1. Thing Art. 1463. The sole owner of the thing may sell an undivided interest
It must be a determinate therein.
It must be licit or lawful he may sell the entire thing
It must not be impossible specific portion
LEGAL EFFECT OF SALE OF UNDIVIDED THING Art. 1468. Contract of barter/ exchange- one of the parties binds himself to
1. The buyer will be a co-owner of the thing sold. give one thing in consideration of the others promise to give another thing.
2. The buyer acquires full ownership of his part and he can sell his
part. Art. 1469. In order that the price may be considered certain, it shall be
sufficient that it be so with reference to another thing certain or that the
Art. 1464. Fungible goods- goods of which any unit is, from its nature, determination thereof be left to the judgment of a specified person or
treated as the equivalent of any other unit. persons.
1. If the person or persons dont want to fix it, the contract shall be
Art. 1465. Thing subject to resolutory condition may be the object of the inefficacious, unless the parties agreed upon the price.
contract of sale. 2. If the 3rd person/s acted in bad faith or by mistake, the courts may
fix the price.
Art. 1466. Contract of agency- a person binds himself to render some 3. Where such third person/s are prevented from fixing the price of
service or to do something on behalf of another, with the consent or the seller or the buyer, the party not in fault may have remedies
authority of the latter. against the party at fault.

SALE AGENCY TO SELL Art. 1470. Gross inadequacy of price does not affect a contract of sale,
The buyer receives the goods as an The agent receives the goods as the except as it may indicate a defect in the consent, or that the parties really
owner. goods of the principal who retains intended a donation or some other act or contract.
his ownership over them.
The buyer has to pay the price. The agent has to simply account for
Art. 1471. If the price is simulated, the sale is void, but the act may be
the proceeds of the sale he may
make on the principals behalf. shown to have been in reality a donation, or some other act or contract.
The buyer cannot return the object The agent can return the object in 1. If the price is simulated or false, but the vendor intended to transfer
sold. case he is unable to sell the same to the thing gratuitously, then the sale is VOID but the contract shall
a third person. be valid as a DONATION.
The seller warrants the thing sold. The agent makes no warrant. 2. If the contract is not shown to be a donation or any act or contract
The buyer can deal with thing sold as The agent in dealing with the thing transferring ownership because the parties do not intend to be
he pleases, being the owner. received must act and is bound
bound at all, the ownership of the thing is not transferred. The
according to the instructions of his
CONTRACT is void and inexistent.
principal.

Art. 1467. Contract for a piece of work- the contractor binds himself to Art. 1472. The price of securities, grain, liquids, and other things shall also
execute a piece of work for the employer, in consideration of a certain price be considered certain, when the price fixed is that which the thing sold
or compensation. would have on a definite day, or in a particular exchange or market, or when
an amount fixed is above or below the price on such day, or in such
exchange or market, PROVIDED SAID AMOUNT BE CERTAIN.
*price is considered certain if it could be determined with reference to Art. 1491. The following persons cannot acquire by purchase even at a
another thing certain. public or judicial auction, either in person or through the mediation of
* PROVIDED SAID AMOUNT BE CERTAIN- when amount is fixed above or another:
below the price on a given day or in a particular exchange or market, the 1. Guardians
said amount must be certain, otherwise, the sale is inefficacious because 2. Agents
the price cannot be determined. 3. Executors or administrator
4. Public officers or employees
Art. 1473. The fixing of the price can never be left to the discretion of one of 5. Judicial officers, employees and lawyers
the contracting parties. However, if the price fixed by one of the parties is 6. Others (aliens who are disqualified to purchase private agricultural
accepted by the other, the sale is perfected. lands, unpaid seller)

Art. 1474. If the price cannot be determined in accordance with the *reason- to prevent frauds on the part of the persons enumerated therein
preceding articles, the contract is inefficacious. However, if the thing has and minimizes temptations to the exertion of undue and improper
been delivered to and appropriated by the buyer, he must pay a reasonable influence.
price.
Art. 1492. The prohibitions in the two preceding articles are applicable to
CHAPTER 2 CAPACITY TO BUY OR SELL sales in legal redemption, compromises and renunciations.
Art. 1489. All persons who are authorized in this code to obligate a) Compromise- is a contract where by the parties, by reciprocal
themselves may enter into a contract of sale, saving the modifications concessions, avoid a litigation or put an end to one already
contained in the following articles. commenced.
b) Renunciation- a creditor gratuitously abandons his right against his
General rule- all persons, whether natural or juridical, who can bind creditor.
themselves by contract have also legal capacity to buy and sell. CHAPTER 3- EFFECTS OF THE CONTRACT WHEN THE THING SOLD HAS BEEN
LOST
KINDS OF INCAPACITY: Art. 1493.
1. Absolute- person who cannot bind themselves. The loss referred to in this article is one which has taken place before or at
2. Relative- exists only with reference to certain persons or a certain the time the contract of sale is perfected.
class of property. Persons who are merely relatively incapacitated. 1. Thing entirely lost- where the thing is entirely lost at the time of
perfection, the contract is inexistent and void because there is no
Art. 1490. The husband and wife cannot sell property to each other, except: subject.
1. When a separation of property was agreed upon in the marriage 2. Thing only partially lost- if the subject matter is only partially lost,
settlements; or the vendee may elect between withdrawing from the contract and
2. When there has been a judicial separation of property under article demanding the remaining part, paying its proportionate price.
191* *a thing is lost when it perishes or goes out of commerce or disappears in
such way that its existence is unknown or cannot be recovered.
CHAPTER 4- OBLIGATIONS OF THE VENDOR Art. 1497. The thing sold shall be understood as delivered, when it is placed
Art. 1495. The vendor is bound to transfer the ownership of and deliver, as in the control and possession of the vendee.
well as warrant the thing which is the object of the sale.
Tradition- is a derivative mode of acquiring ownership by virtue of which
PRINCIPAL OBLIGATIONS OF THE VENDOR one who has the right and intention to alienate a corporeal thing, transmits
1. To transfer ownership of the determinate thing sold it by virtue of a just title to one who accepts the same.
2. To deliver the thing
3. To warrant against eviction and hidden defects Art. 1522
4. To take care of the thing, pending delivery with proper diligence Delivery of goods less than quantity contracted
5. To pay for the expenses for the execution and registration of the Where the seller is under a contract to deliver a specific quantity of
deed of sale, unless there is a stipulation to the contrary. goods and he delivers a smaller quantity, as full performance of his
obligation, the buyer may reject the goods delivered.
Art. 1496. The ownership of the things sold is acquired by the vendee from
the moment it is delivered to him in any of the ways specified in articles Delivery of goods more than quantity contracted
1497 to 1501. Where the seller delivers a quantity larger than that contracted for,
the buyer may accept the quantity contracted for and reject the excess. But
WAYS OF EFFECTING DELIVERY: if he accepts all the goods delivered, he makes himself liable for the price of
1. By actual or real delivery all of them.
2. By constructive or legal delivery- it is equivalent to actual delivery.
It may be effected in any of the following: Art. 1525. The seller of goods is deemed to be an unpaid seller within the
a) By the execution of public instrument meaning of this title:
b) By symbolical tradition or tradition symbolica Unpaid seller- is one who has not been paid or tendered the whole price or
c) By traditio longa manu- takes place by the mere consent or who has received bill of exchange or other negotiable instrument has been
agreement (ART.1499) received as conditional payment and the condition on which it was received
d) By tradition brevi manu- vendee has already the possession has been broken by reason of the dishonor of the instrument.
of the thing sold by virtue of another title. (ART.1499)
e) By tradition constitutum possessorium- opposite of brevi Art. 1526.
manu. It takes place when the vendor continues in Remedies of an unpaid seller
possession of the property sold not as owner but in some If the unpaid seller retains ownership in the goods, he cannot be
other capacity. (ART.1500.) said to have a lien. But he does have, in addition to his other remedies, right
f) By quasi-delivery or quasi-traditio (ART.1501) of withholding delivery.
3. By delivery in any other manner signifying an agreement that the
possession is transferred to the vendee. Art.1528. where an unpaid seller had made part delivery of the goods, he
may exercise his right of lien on the remainder, unless such part delivery has
been made under such circumstances as to show intent to waive the lien or Warranty is not an essential element of a contract of sale and may,
right of retention. therefore, be increased, diminished, or suppressed by agreement of the
parties.
Art. 1529. The unpaid seller of goods loses his lien thereon:
1. When he delivers the goods to a carrier or other bailee for the Art. 1549. The vendee need not appeal from the decision in order that the
purpose of transmission to the buyer without reserving the vendor may become liable for eviction.
ownership in the goods or the right to the possession
2. When the buyer or his agent lawfully obtains possession of goods Art. 1550.
3. By waiver Prescription- one acquires ownership and other real rights through the lapse
of time in the manner and under the conditions prescribed by law.
Art. 1536. The vendor is not bound to deliver the thing sold in case the
vendee should lose the right to make use of the term as provided in article Art. 1551. If the property is sold for nonpayment of taxes due and not made
1198. known to the vendee before the sale, the vendor is liable for the eviction.

Art. 1538. In case of loss, deterioration or improvement of the thing before Art. 1552. The judgment debtor is also responsible for eviction in judicial
its delivery, the rules in article 1189 shall be observed, the vendor being sales, unless it is otherwise decreed in the judgment.
considered the debtor.
1. If the thing lost without the fault of the debtor, the obligation shall Art. 1557. The warranty cannot be enforced until a final judgment has been
be extinguished. rendered, whereby the vendee losses the thing acquired or a part thereof.
2. If the thing is lost through the fault of the debtor he shall be obliged
to pay damages. FINAL JUDGMENT OF EVICTION ESSENTIALS:
3. When the thing deteriorates without the fault of the debtor, the 1. Deprivation in whole or in part of the thing sold
impairment is to be borne by the creditor. 2. Existence of final judgment
4. If, it deteriorates through the fault of the debtor, the creditor may
choose between the rescission of the obligation and its fulfillment, Art. 1559. The defendant vendee shall ask, within the time fixed in the rules
with indemnity of the damages in either case. of court for answering the complaint, that the vendor be made a co-
WARRANTY IN CASE OF EVICTION defendant.
Art. 1548.
Eviction- may be defined as the judicial process whereby the vendee is Art. 1561.
deprived of the whole or part of the thing purchased by virtue of final REQUISITES FOR WARRANTY AGAINST HIDDEN DEFECTS
judgment based on a right prior to the sale or an act imputable to the 1. The defect must be important or serious
vendor. 2. It must be hidden
3. It must exist at the time of the sale
VENDORS LIABILITY WAIVABLE 4. The vendee must give notice of the defect to the vendor within a
reasonable time
Defect is important if it renders the thing sold unfit for the use for which it is Art. 1601. Conventional redemption shall take place when the vendor
intended or if it diminishes its fitness for such use to such an extent that the reserves the right to repurchase the thing sold, with the obligation to
vendee would not have acquired. comply with the provisions of article 1616 and other stipulation which may
been agreed upon.
OBLIGATIONS OF THE VENDEE
Art. 1582. The vendee is bound to accept delivery and to pay the price of Conventional redemption- is the right which the seller reserves to himself,
the thing at the time and place stipulated in the contract. to reacquire the property sold provided he reimburses the vendee of the
price, the expenses of the contract and fulfill other stipulations which may
PRINCIPAL OBLIGATIONS OF VENDEE have been agreed upon.
1. To accept delivery
2. To pay for the price of the thing sold Equitable mortgage- is one which, although it lacks the proper formalities of
3. To bear the expenses for the execution and registration of the sale a mortgage, shows the intentions of the parties to make the property
and putting the goods in a deliverable state, if such is the subject of the contract as a security for the fulfillment of an obligation.
stipulation.
Pacto de retro- transfers the legal title to the vendee a retro. The essence of
Art. 1584. a pacto de retro sale is that the title and ownership of the property sold are
Acceptance- is assent become owner of the specific goods when delivery of immediately vested in the vendee a retro, subject to the resolutory
them is offered to the buyer. condition of repurchase by a vendor a retro to repurchase the property
within the period agreed upon by them, or, in the absence thereof, as
The delivery referred to in this article, is the actual delivery. In other words, provided by law, vests upon the vendee a retro absolute title and ownership
the ownership of the goods shall be transferred only upon actual delivery over the property sold by operation of law.
subject to reasonable opportunity of examining them to determine if they
are in conformity with the contract.

Art. 1600. Sales are extinguished by the same causes as all other
obligations, by those stated in the preceding articles of this title, and by
conventional or legal redemption.

CAUSES FOR EXTINGUISHMENT OF SALE


1. Common or those causes which are also the means of extinguishing
all other contracts like payment, loss of the thing.
2. Special or those causes which are recognized by the law of sales
3. Extra-special or those causes which are given special discussion by
the civil code and these are conventional and legal redemption.

Vous aimerez peut-être aussi