REVIEWER IN SALES

B. Value of things exchanged:

Art. 1458. By contract of sale one of the contracting parties obligates himself to 1. Commutative sale
transfer the ownership of and to deliver a determinate thing, and the other to pay 2. Aleatory Sale
therefor a price certain in money or its equivalent.
A contract of sale may be absolute or conditional. C. Object is tangible or intangible
1. Sale of Property
Characteristics of Cx of Sale: CBOCPN 2. Sale of Right
1. Consensual
2. Bilateral D. Validity or defect:
3. Onerous 1. Valid
4. Commutative 2. Void
5. Principal 3. Voidable
6. Nominate 4. Rescissible
5. Unenforceable
Elements of Cx of Sale:
A. Essential: COC E. Legality of the object
- w/o these, there can be no valid Cx of Sale 1. Sale of licit object
1. Consent 2. Sale of illicit object
2. Object/ Subject Matter
3. Consideration/ Cause F. Presence or absence of conditions
1. Absolute sale
B. Natural – those that are inherent in a Cx of Sale and in the absence of contrary 2. Conditional Sale
provision, they are deemed to exost in a Cx.
1. Warranty against eviction G. Wholesale or retail
2. Warranty against hidden defects 1. Wholesale
2. Retail
C. Accidental – those that may be present or absent in a Cx of Sale
1. Place and time of payment H. Proximate inducement for the sale
2. Presence of Conditions 1. Sale by description
2. Sale by sample
Stages: 3. Sale by description and sample
1. Negotiation
2. Perfection – meeting of the minds I. Price
3. Consummation – delivery of the thing & payment of the PP 1. Cash Sale
2. Sale on Installment Plan
Kinds: S E T V L C W P P
A. Nature of subject matter:
1. Sale or Real Property
2. Sale or Personal Property
Differentiate:
Sale – P O C G E
There is no pre-existing credit
It gives rise to an obligation
The cause or consideration on the part
of the seller is the price, and on the
buyer is the obtaining of the thing.
There is greater freedom in determining
the price
The giving of the price generally ends
the obligation of the buyer
Dacion en pago
There is no pre-existing credit
It extinguishes an obligation
The cause or consideration on the part
of the person offering the dation in
payment is the extinguishment of the
debt, and on the creditor is the
acquisition of the thing.
There is lesser freedom in determining
the price
The giving of the object in lieu of the
credit may extinguish completely or
partially the credit depending on the
agreement.
Sale Cession
Ownership is transfered Does not acquire ownership over the
thing but merely the right to sell the
things.
*the same with Dacion en Pago
Sale Loan
The loan amount is smaller than the
value of the security given.
Sale Lease
The seller transfers the ownership The seller does not transfer the
ownership but merely the temporary
possession and enjoyment of the
property.

Sale Piece of work

The goods are manufactured or
procured in the ordinary course of
business for the general market.
*See Art. 1467
Sale
Non-payment of the price may put an
end to a transaction that once existed.
(non-payment is a resolutory condition)
Transfer of ownership - upon delivery
After delivery – the seller lost ownership
and cannot recover
The goods are manufactured especially Dacion en pago – O N D C Cession
for the customer upon his special order One creditor is sufficient There must be 2 or more creditors
and not for the general market. Not all the properties of the DR are All the properties of the DR is conveyed
conveyed
The DR may be solvent or insolvent The DR is insolvent
The CR becomes the owner of the thing The CRs does not become the owner of
Contract to Sell the thing
If the price is not paid, it is as if the
obligation of the seller to deliver and to
transfer ownership never became
effective and binding.
(payment of the full price is a positive
suspensive condition)
Transfer of ownership - upon full
payment of the PP
After delivery – the seller retains
ownership. He can oust the buyer for
failure to pay.
Suspensive Condition: Art. 1459. The thing must be licit and the vendor must have a right to
transfer the ownership thereof at the time it is delivered.
A suspensive condition suspends the rights and obligations under a contract until
the condition is fulfilled. Once the condition is fulfilled the contract is deemed to have
been in force from the effective date, not from the date of the fulfilment of the
suspensive condition.
Art. 1460.
However, if the suspensive condition is not fulfilled, then no binding contract
between the parties comes into existence. This is not remedied by either party Art. 1461.
performing in terms of the contract.

One must therefore be very clear as to the date by when the condition must be Art. 1462.
fulfilled. If the condition is not met by the agreed date it may result in a party
performing under the contract, which the party believes to be binding only to find out Future goods
too late down the line that the contract is not binding and that the party is unable to
claim specific performance or contractual damages. Existing goods

An example of a suspensive condition would be as follows:

Art. 1463. The sole owner of a thing may sell an undivided interest therein.
“Mrs Smith must provide proof that she has resigned as a director by 15 March 2018
or such later date as may be agreed between the parties”.
Art. 1464.
Resolutive Condition:
Art. 1465. Things subject to resolutory condition may be the object of
When dealing with a resolutive condition, the contract is immediately binding with all contract of sale.
rights and obligations coming into existence from day one of the contract and there
is no suspension of these rights and obligations. Unlike a suspensive condition, if a Art. 1466.
resolutive condition is fulfilled, it would have the effect of terminating the contract
with retrospect between the parties and the operation of the rights and obligations Contract of Sale Agency to Sell
between the parties would immediately cease to exist. The parties would then need The buyer pays the price The agent delivers the price which
to be restored to their pre-contractual state, which is often complicated as this may he got from the buyer
for example require the unbundling of a complicated transaction. In this instance it The buyer becomes the owner after The agent does not become the
may be better suited, to avoid such unbundling, to make use of a suspensive delivery owner despite delivery
condition as opposed to a resolutive condition. The seller warrants The agent does not assume liability,
as long as he acted within his
An example of a resolutive condition would be as follows: authority & in the name of the
principal
“In the event Mrs Smith does not provide proof that she has resigned as a director of
ABC Company by 15 March 2018 the contract will be deemed to be cancelled and
be of no force or effect”
Art. 1467. Cx for piece of work

Massachusetts Rule

New York Rule

English Rule

Art. 1468. Barter

Rules on Barter:
1. Intention of the parties
2. In the absence:
a. Barter – if :
1. The value of the thing given as part of the consideration
exceeds the amount of money; or
2. Thing = Money (50/50)

b. Sale if the value of the thing given as part of the consideration is

less than the amount of money

Art. 1469.