Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
Section 1- General Provisions
ARTICLE 1495:
The vendor is bound to transfer the ownership of and
deliver, as well as warrant the thing which is the object of
the sale. (1461a)
Obligations of the vendor:
 To transfer ownership (cannot be waived)
 To deliver (cannot be waived)
 To warrant the object sold (this can be waived or modified since
warranty is not an essential element of a contract of sale)
 To preserve the thing from perfection to delivery, otherwise he can be
held liable for damages
Q: what happens when seller fails to deliver at a stipulated period, and such
period is of the essence of the contract?
A: He has no right to demand payment of the price.
Q: what is the effect of non delivery?
A: buyer may ask for the RESOLUTION or RESCISSION of the contract
Duty to Deliver at Execution Sale
 Judgment debtor is NOT required to deliver the property sold right away.
The reason is, he has a period of ONE YEAR within which to REDEEM
the property. In the mean time, the buyer should not take actual physical
possession of the property.
 Note that the period of redemption commences to run not from the date
of the auction or tax sale but form the day the sale was registered in the
office of the Register of Deeds.
ARTICLE 1496:
The ownership of the thing sold is acquired by the vendee
from the moment it is delivered to him in any of the ways
specified in articles 1497 to 1501, or in any other manner
signifying an agreement that the possession is transferred
from the vendor to the vendee. (n)
 Ownership is acquired from the moment of delivery or in any other
manner signifying an agreement that possession is transferred.
Note: Owner of the money used in purchasing an object is
immaterial. What is material is the name of the purchaser who
appears in the deed of sale.
Section 2- Delivery of the thing sold
ARTICLE 1497:
The thing sold shall be understood as delivered, when it is
placed in the control and possession of the vendee. (1462a)
- Speaks for real or actual delivery
DELIVERY – when an object is placed in the CONTROL and
POSSESSION of the vendee
Q: What instance is ownership NOT transferred despite delivery?
A: Ownership is not transferred, although there has been perfection and
delivery, if it was intended that no such transfer of ownership will take
place until full payment of the price. Such stipulation may be made
expressly or impliedly.
Note: Purchases made at a MARKET are valid even if the seller was
not yet the owner, and delivery of the same would transfer
ownership because of the doctrine of OSTENSIBLE
OWNERHIP. --- the market seller appears to be the owner, and
if he is not, the true owner is NEGLIGENT for having allowed
him to appear as the owner
Kinds of Delivery or Tradition
1. Actual or Real
2. Legal or Constructive
a. Legal formalities
b. Symbolical tradition and tradition simbolica
– ex. Delivery of the key
c. Traditio longa manu – pointing; by mere consent or agreement
if the movable sold cannot b transferred at the time of the sale
d. Traditio brevi manu- buyer already had the possession of the
object even before the purchase; tenant of a car buys the car
e. Tradition constitutum possessorium – possession as owner
changed; possession as a lessee
3. Quasi-tradition – delivery of rights, credits, or incorporeal property, made
by:
a. Placing title of ownership in the hands of a lawyer
b. Or allowing the buyer to make use of the rights
ARTICLE 1498:
When the sale is made through a public instrument, the
execution thereof shall be equivalent to the delivery of the
thing which is the object of the contract, if from the deed the
contrary does not appear or cannot clearly be inferred.
With regard to movable property, its delivery may also be
made by the delivery of the keys of the place or depository
where it is stored or kept. (1463a)
Deals with two kinds of Constructive Delivery:
1. Thru legal formalities – applies to real and personal property
2. Thru tradition Simbolica
Constructive delivery requires THREE THINGS before ownership may be
transmitted:
1. Seller must have control over the thing
2. Buyer must be put under control
3. There must be the intention to deliver the thing for purposes of ownership
(not merely to allow inspection)
Note: When the sale is made through a public instrument, the execution
thereof shall be equivalent to the delivery of the thing which is
the object of the contract. However, in order that this delivery
may have the effect of tradition, it is essential that the vendor
shall have had such CONTROL over the thing sold, that is, it
could have been possible that at the moment of the sale its
MATERIAL delivery could have been made. Note that the key
word is CONTROL, not POSSESSION of the land.
Rules on Constructive Delivery
1. If a seller has no actual possession, he cannot transfer ownership by
constructive delivery
2. There can be no constructive delivery by means of a public instrument if
there is a stipulation to that effect
3. The Civil Code does not provide that the execution of the deed is a
conclusive presumption of the delivery of possession. What it says is that
the execution thereof shall be equivalent to delivery – there is only a
DISPUTABLE PRESUMPTION (execution of a the contract is only
PRESUMPTIVE DELIVERY)
ARTICLE 1499:
The delivery of movable property may likewise be made by
the mere consent or agreement of the contracting parties, if
the thing sold cannot be transferred to the possession of the
vendee at the time of the sale, or if the latter already had it in
his possession for any other reason. (1463a)
- Deals with tradition longa manu and tradition brevi manu
- This article speaks of MOVABLE property
ARTICLE 1500:
There may also be tradition constitutum possessorium. (n)
- Speaks of tradition constitutum possessorium
- The basis here is consent

- Where a seller continues to occupy the land as tenant, the possession , by
fiction of law, is deemed to be constituted in the buyer
ARTICLE 1501:
With respect to incorporeal property, the provisions of the
first paragraph of article 1498 shall govern. In any other
case wherein said provisions are not applicable, the placing
of the titles of ownership in the possession of the vendee or
the use by the vendee of his rights, with the vendor's
consent, shall be understood as a delivery. (1464)
Deals with the delivery of INCORPOREAL PROPERTY:
1. By constructive tradition – execution of public instrument
2. By quasi-tradition – placing of titles of ownership in the
possession of the buyer, or the use by the
buyer of his rights, with the seller’s consent
ARTICLE 1502:
When goods are delivered to the buyer "on sale or return"
to give the buyer an option to return the goods instead of
paying the price, the ownership passes to the buyer on
delivery, but he may revest the ownership in the seller by
returning or tendering the goods within the time fixed in
the contract, or, if no time has been fixed, within a
reasonable time. (n)
When goods are delivered to the buyer on approval or on
trial or on satisfaction, or other similar terms, the
ownership therein passes to the buyer:
(1) When he signifies his approval or acceptance to the
seller or does any other act adopting the transaction;
(2) If he does not signify his approval or acceptance to the
seller, but retains the goods without giving notice of
rejection, then if a time has been fixed for the return of the
goods, on the expiration of such time, and, if no time has
been fixed, on the expiration of a reasonable time. What is
a reasonable time is a question of fact. (n)
First paragraph refers to a transaction ON SALE OR RETURN:
 this is a sale that depends on the DISCRETION of the BUYER
 it is a sale with a RESOLUTORY CONDITION
 ownership passes to the buyer on delivery, but he may revest the
ownership in the seller by returning or tendering the goods within the
time fixed in the contract
Note: In this case, the buyer has no right to return if he has materially
abused the condition of the thing. The sale in this case becomes
absolute. But if the objects deteriorate without the fault of the
buyer, the buyer can still return, provided that the reasonable
period of returning has not yet elapsed
Q: What is the difference between a contract “on sale or return” and a
delivery of property with option to purchase?
A: In the first, ownership is transferred at once; in the second, there is no
transfer of ownership till the owner agrees to buy.
Second paragraph refers to a transaction ON APPROVAL or ON TRIAL
or SATISFACTION o
 Buyer may IN TIME become the owner under the conditions specified in
the law; otherwise, the seller is still the owner o
 This is a sale really dependent on the QUALITY of the goods o It is a
sale with SUSPENSIVE CONDITION o
 When ownership passes to the buyer:
 When buyer signifies his approval or acceptance (expressed or
implied)
 Does not signify approval or acceptance but buyer retains the goods
without giving notice of rejection
Some Rules on Sale on Approval or Trial or Substitution:
1. Risk of loss remains with the seller if the sale has not yet become
absolute. Except:
a. If the buyer is at fault
b. If buyer had expressly agreed to bear loss
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
2. Buyer must give goods a trial except when it is evident that it cannot
perform the work intended
3. Period for buyer to signify acceptance commences to run only when all the
parts essential for the operation of the object have been delivered
4. If it is stipulated that a THIRD PERSON must satisfy approval or
satisfaction, the provision is valid, but the third person must be in good
faith. If refusal to accept is not justified, seller may still sue
5. Generally, the sale and delivery to a buyer who is an expert on the object
purchased is NOT obviously a sale on approval, trial or satisfaction
ARTICLE 1503:
When there is a contract of sale of specific goods, the seller
may, by the terms of the contract, reserve the right of
possession or ownership in the goods until certain conditions
have been fulfilled. The right of possession or ownership may
be thus reserved notwithstanding the delivery of the goods to
the buyer or to a carrier or other bailee for the purpose of
transmission to the buyer.
Where goods are shipped, and by the bill of lading the goods
are deliverable to the seller or his agent, or to the order of the
seller or of his agent, the seller thereby reserves the
ownership in the goods. But, if except for the form of the bill
of lading, the ownership would have passed to the buyer on
shipment of the goods, the seller's property in the goods shall
be deemed to be only for the purpose of securing performance
by the buyer of his obligations under the contract.
Where goods are shipped, and by the bill of lading the goods
are deliverable to order of the buyer or of his agent, but
possession of the bill of lading is retained by the seller or his
agent, the seller thereby reserves a right to the possession of
the goods as against the buyer.
Where the seller of goods draws on the buyer for the price
and transmits the bill of exchange and bill of lading together
to the buyer to secure acceptance or payment of the bill of
exchange, the buyer is bound to return the bill of lading if he
does not honor the bill of exchange, and if he wrongfully
retains the bill of lading he acquires no added right thereby.
If, however, the bill of lading provides that the goods are
deliverable to the buyer or to the order of the buyer, or is
indorsed in blank, or to the buyer by the consignee named
therein, one who purchases in good faith, for value, the bill of
lading, or goods from the buyer will obtain the ownership in
the goods, although the bill of exchange has not been honored,
provided that such purchaser has received delivery of the bill
of lading indorsed by the consignee named therein, or of the
goods, without notice of the facts making the transfer
wrongful. (n)
- Deals with instances where reservation of ownership is made despite
delivery
- The most controlling element is the INTENTION
- This article applies only to the sale of SPECIFIC GOODS
Instances when seller is still owner despite delivery:
1. Express stipulation
2. If under the bill of lading, the goods are deliverable to seller or agent or
their order. (Reason --- the buyer cannot get the object)
Note: this is not conclusive. There can be an agreement in the contract
that the buyer should receive and dispose of the goods.
3. If bill of lading, although stating that the goods are to be delivered to buyer
or his agent, is KEPT by the seller or his agent. (Reason --- the buyer also
cannot get the object)
4. When the buyer although the goods are deliverable to order of buyer, and
although the bill of lading is given to him, DOES NOT HONOR the BILL
OF EXCHANGE sent along with it. But innocent third parties should not
be adversely affected.
ARTICLE 1504:
Unless otherwise agreed, the goods remain at the seller's risk
until the ownership therein is transferred to the buyer, but
when the ownership therein is transferred to the buyer the
goods are at the buyer's risk whether actual delivery has been
made or not, except that:

(1) Where delivery of the goods has been made to the
buyer or to a bailee for the buyer, in pursuance of the
contract and the ownership in the goods has been
retained by the seller merely to secure performance by
the buyer of his obligations under the contract, the
goods are at the buyer's risk from the time of such
delivery;
(2) Where actual delivery has been delayed through the
fault of either the buyer or seller the goods are at the
risk of the party in fault. (n)
 Provides for the rules with regards to the risk of loss:
 GR: the risk of loss of SPECIFIC GOODS IS borne by the SELLER until
ownership is transferred
 Once ownership is transferred, buyer bears the risk whether actual
delivery has been made or not, except that:
 Where the delivery of the goods has been made to the buyer or to a
bailee for the buyer, but ownership in the goods has been retained
by the seller merely to secure performance by the buyer of his
obligations under the contract, the goods are at the buyer’s risk from
the time of such delivery
 Where actual delivery has been delayed through the fault of either
the buyer or seller the goods are at the risk of the party in fault
Note: Under American law, there is no need for delivery to transfer
ownership insofar as specific goods are concerned if the
contract is one of sale, and not a contract to sell.
Generally, whoever has the beneficial interest should bear the risk.
ARTICLE 1505:
Subject to the provisions of this Title, where goods are sold
by a person who is not the owner thereof, and who does not
sell them under authority or with the consent of the owner,
the buyer acquires no better title to the goods than the
seller had, unless the owner of the goods is by his conduct
precluded from denying the seller's authority to sell.
Nothing in this Title, however, shall affect:
(1) The provisions of any factors' act, recording laws, or
any other provision of law enabling the apparent owner of
goods to dispose of them as if he were the true owner
thereof;
(2) The validity of any contract of sale under statutory
power of sale or under the order of a court of competent
jurisdiction;
(3) Purchases made in a merchant's store, or in fairs, or
markets, in accordance with the Code of Commerce and
special laws. (n)
- Stresses the GENERAL RULE that no one can give what he does not
have
 Therefore, even if a person be a bonafide purchaser, he succeeds only to
the rights of the vendor. (if the seller is not the owner, the sale is null and
void)
 EXCEPTIONS:
ARTICLE 1508:
 When the owner of the goods by his conduct precluded from
denying the seller’s authority
 Second paragraph nos. 1,2 and 3 (refer to codals)
- Provisions of any factors’ acts, recording laws, etc.
- Validity of any contract of sale under statutory power of sale or
under order of court
- Purchases made in a merchant’s store or in fairs or markets
Q: What is a store?
A: it is any place where goods are kept and sold by one
engaged in buying and selling. It is an element that there must also be
goods or wares stored therein or on display and that the firm or person
maintaining said office is actually engaged in the business of buying and
selling.
This article provides for 2 ways of negotiating a negotiable document of title
by delivery:
Some Recording Acts:
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
1. Sale of large cattle- sale should be registered, and a certificate of transfer
obtained
2. Land registration law
3. Sale of vessels – record at each principal port of entry
ARTICLE 1506:
Where the seller of goods has a voidable title thereto, but his
title has not been avoided at the time of the sale, the buyer
acquires a good title to the goods, provided he buys them in
good faith, for value, and without notice of the seller's defect
of title. (n)
- Effect if Seller has only a voidable title: the buyer acquires a good title to
the goods, provided he buys them in god faith, for value, and without notice
of the seller’s defect of title
Q: What is the reason behind this law?
A: 1. Before a voidable contract is annulled, it is considered valid
2. Where one of two innocent parties must suffer, he who placed the
offender in a position to do wrong must suffer
Purchase from a Thief:
- The true owner can get back the object without reimbursement
- But if buyer acquired object at a public auction, even if he in good faith, the
owner can still get it from him, but his time he would be entitled to
reimbursement
- However, when no crime is committed, and only a civil liability arises, the
seller cannot recover from the third person the goods, for here there was
neither a “losing” nor an “unlawful deprivation”
ARTICLE 1507:
A document of title in which it is stated that the goods
referred to therein will be delivered to the bearer, or to the
order of any person named in such document is a negotiable
document of title. (n)
NEGOTIOABLE DOCUMENT OF TITLE:
- a document of title in which it is stated that the goods referred to therein
will be delivered to the bearer,
- or to the order of any person named in such document
What Document Title Includes
a. Bill of lading
b. Dock warrant
c. Quedan
d. Warehouse receipt or order
e. Any other document used as proof of possession or as authority to transfer
the goods represented by the document
Note: Mere typographical or grammatical error DOES NOT destroy the
negotiability of a document, for what should be considered is the
INTENT. Moreover, a mere incorrectness in the description of
the goods when there can be no doubt of the goods referred to
will not destroy the negotiability of the document.
A negotiable document of title may be negotiated by delivery:
(1) Where by the terms of the document the carrier,
warehouseman or other bailee issuing the same undertakes to
deliver the goods to the bearer; or
(2) Where by the terms of the document the carrier,
warehouseman or other bailee issuing the same undertakes to
deliver the goods to the order of a specified person, and such
person or a subsequent indorsee of the document has
indorsed it in blank or to the bearer.
Where by the terms of a negotiable document of title the
goods are deliverable to bearer or where a negotiable
document of title has been indorsed in blank or to bearer, any
holder may indorse the same to himself or to any specified
person, and in such case the document shall thereafter be
negotiated only by the indorsement of such indorsee. (n)

 By mere delivery – sufficient if the document is deliverable to the
bearer
However, even though the document is deliverable to the order of a
specified person, if the latter has indorsed it in blank by simply signing
his name without specifying any person to whom the goods are to be
delivered or indorsed it to bearer, the document may now be negotiated
by mere delivery.
 By indorsement coupled with delivery
Note: if the document was indorsed to a specified person, negotiation
can be effected only by the indorsement of the indorsee
(SPECIAL INDORSEMENT).
Distinction between Special Indorsement and Indorsement in Blank
a. Special indorsement is one which specifies the person to whom, or to
whose order, the instrument is to be payable, and the indorsement of such
indorsee is necessary to the further negotiation of the instrument
b. Indorsement in blank is one in which specifies no indorsee, and an
instrument so indorsed is payable to vearer, and may be negotiated by
delivery
ARTICLE 1509:
A negotiable document of title may be negotiated by the
indorsement of the person to whose order the goods are by
the terms of the document deliverable. Such indorsement
may be in blank, to bearer or to a specified person. If
indorsed to a specified person, it may be again negotiated
by the indorsement of such person in blank, to bearer or to
another specified person. Subsequent negotiations may be
made in like manner. (n)
- This article refers to negotiation by INDORSEMENT and DELIVERY
Example: The document says “deliver to the order of Mr. X” To
negotiate it, Mr. X must sign his name at the back and then
deliver. Mere delivery without signing is not sufficient. When
he signs he may:
1. Just sign his name (blank indrosement)
2. Or say “deliver to Mr. Y”
3. Or say “deliver to bearer”
Note: Mr. Y can in turn indorse it in blank, to bearer, or to another
specified person
Q: what is the effect of undated indorsement?
A: nothing. It is NOT NECESSARY to date an indorsement because no
additional protection is given thereby to businessmen.
Q: what is the effect of indorsement and delivery?
A: it ipso facto transfer possession and ownership of the property referred
therein.
ARTICLE 1510:
If a document of title which contains an undertaking by a
carrier, warehouseman or other bailee to deliver the goods
to bearer, to a specified person or order of a specified
person or which contains words of like import, has placed
upon it the words "not negotiable," "non-negotiable" or
the like, such document may nevertheless be negotiated by
the holder and is a negotiable document of title within the
meaning of this Title. But nothing in this Title contained
shall be construed as limiting or defining the effect upon
the obligations of the carrier, warehouseman, or other
bailee issuing a document of title or placing thereon the
words "not negotiable," "non-negotiable," or the like. (n)
- If the words “non-negotiable” or “not negotiable” or words of similar
import are placed upon a document of title which is actually a negotiable
document, such words will not affect the said document.
ARTICLE 1511:
- Speaks of the RIGHTS OF A MERE TRANSFEREE, not the rights of a
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
A document of title which is not in such form that it can be
negotiated by delivery may be transferred by the holder by
delivery to a purchaser or donee. A non-negotiable document
cannot be negotiated and the indorsement of such a document
gives the transferee no additional right. (n)
- A non-negotiable document may still be given or assigned to another but
this does not have the effect of a negotiation. It is a mere transfer or
assignment
- A non-negotiable document cannot be negotiated and the endorsement of
such a document gives the transferee no additional right
ARTICLE 1512:
A negotiable document of title may be negotiated:
(1) By the owner thereof; or
(2) By any person to whom the possession or custody of the
document has been entrusted by the owner, if, by the terms of
the document the bailee issuing the document undertakes to
deliver the goods to the order of the person to whom the
possession or custody of the document has been entrusted, or
if at the time of such entrusting the document is in such form
that it may be negotiated by delivery. (n)
Provides for who may negotiate a negotiable document of title:
- Owner thereof
- Any person to whom the possession or custody of the document has been
entrusted by the owner
Q: who bears the loss in case of unauthorized negotiation?
A: if trustee betrays the trust and negotiates the document to another in good
faith, the real owner cannot impugn the validity of the negotiation. As
between two innocent persons, he who made the loss possible should bear
the loss, without prejudice to his right to recover from the wrongdoer.
ARTICLE 1513:
A person to whom a negotiable document of title has been
duly negotiated acquires thereby:
(1) Such title to the goods as the person negotiating the
document to him had or had ability to convey to a purchaser
in good faith for value and also such title to the goods as the
person to whose order the goods were to be delivered by the
terms of the document had or had ability to convey to a
purchaser in good faith for value; and
(2) The direct obligation of the bailee issuing the document to
hold possession of the goods for him according to the terms of
the document as fully as if such bailee had contracted directly
with him. (n)
-Provides for the rights of person to whom negotiable document is
negotiated:
- Acquires such title to the goods (refer to codal provision)
- Acquires the direct obligation of the bailee issuing the document to hold
possession of the goods for him according to the terms of the document as
fully as if such bailee had contracted directed with him
ARTICLE 1514:
A person to whom a document of title has been transferred,
but not negotiated, acquires thereby, as against the
transferor, the title to the goods, subject to the terms of any
agreement with the transferor.
If the document is non-negotiable, such person also acquires
the right to notify the bailee who issued the document of the
transfer thereof, and thereby to acquire the direct obligation
of such bailee to hold possession of the goods for him
according to the terms of the document.
Prior to the notification to such bailee by the transferor or
transferee of a non-negotiable document of title, the title of
the transferee to the goods and the right to acquire the
obligation of such bailee may be defeated by the levy of an
attachment of execution upon the goods by a creditor of the
transferor, or by a notification to such bailee by the
transferor or a subsequent purchaser from the transferor of a
subsequent sale of the goods by the transferor. (n)

person to whom the document was negotiated
- Note that the transferee DOES NOT ACQUIRE DIRECTLY the
obligation of the bailee to hold for him. To acquire the DIRECT
OBLIGATION of the bailee, the transferee or transferor must notify the
bailee
Q: Who can defeat the rights of a transferee?
A: prior to the notification to such bailee by the transferor or transferee,
the title of transfer may be defeated by the
(1) LEVY OF AN ATTACHMENT OF EXECUTION upon the
goods by a creditor of the transferor, or
(2) BY NOTIFICATION TO SUCH BAILEE BY THE
TRANSFEROR, or a
(3) SUBSEQUENT PURCHASER FORM THE TRANSFEROR.
ARTICLE 1515:
Where a negotiable document of title is transferred for
value by delivery, and the indorsement of the transferor is
essential for negotiation, the transferee acquires a right
against the transferor to compel him to indorse the
document unless a contrary intention appears. The
negotiation shall take effect as of the time when the
indorsement is actually made. (n)
 Provides for the Rule if Indorsement is needed for negotiation.
 If one merely delivers without indorsement, there will be no negotiation.
Nevertheless one may compel the other to indorse such provided that:
 He pays the value for the document
 No contrary intention appears
ARTICLE 1516:
A person who for value negotiates or transfers a document
of title by indorsement or delivery, including one who
assigns for value a claim secured by a document of title
unless a contrary intention appears, warrants:
(1) That the document is genuine;
(2) That he has a legal right to negotiate or transfer it;
(3) That he has knowledge of no fact which would impair
the validity or worth of the document; and
(4) That he has a right to transfer the title to the goods and
that the goods are merchantable or fit for a particular
purpose, whenever such warranties would have been
implied if the contract of the parties had been to transfer
without a document of title the goods represented thereby.
(n)
Provides for the warranties in negotiation or transfer:
 That the document is genuine
 That he has a legal right to negotiate or transfer
 That he has knowledge of no fact which would impair the validity or
worth of the document
 That he has a right to transfer the title to the goods and that the
goods are merchantable
In summary, the warranties are:
 About the document
 About the right to the document
 About the goods represented by the document
Q: who provides for these warranties?
A: the warranties are made by:
1. A person who negotiates
2. A person who assigns or transfers for value
ARTICLE 1517:
The indorsement of a document of title shall not make the
indorser liable for any failure on the part of the bailee who
issued the document or previous indorsers thereof to fulfill
their respective obligations. (n)
- Failure of the BAILEE or the PREVIOUS INDORSERS to comply with
their obligation DOES NOT make the present indorsers liable
Q: Why is this so?
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
A: Because the indorser warrants only the things mentioned in the
preceding article.
ARTICLE 1518:
The validity of the negotiation of a negotiable document of
title is not impaired by the fact that the negotiation was a
breach of duty on the part of the person making the
negotiation, or by the fact that the owner of the document was
deprived of the possession of the same by loss, theft, fraud,
accident, mistake, duress, or conversion, if the person to
whom the document was negotiated or a person to whom the
document was subsequently negotiated paid value therefor in
good faith without notice of the breach of duty, or loss, theft,
fraud, accident, mistake, duress or conversion. (n)
- Validity of the negotiation of a negotiable document of title is NOT
impaired by the fact that the negotiation:
 Was a breach of duty on the part of the person making the negotiation
 Or by the fact that the owner of the document was deprived of the
possession of the same by LOSS, THEFT, FRAUD, ACCIDENT,
MISTAKE, DURESS, or CONVERSION
- Provided that the person whom the document was subsequently negotiated
was a BUYER IN GOOD FAITH
ARTICLE 1519:
If goods are delivered to a bailee by the owner or by a person
whose act in conveying the title to them to a purchaser in
good faith for value would bind the owner and a negotiable
document of title is issued for them they cannot thereafter,
while in possession of such bailee, be attached by garnishment
or otherwise or be levied under an execution unless the
document be first surrendered to the bailee or its negotiation
enjoined. The bailee shall in no case be compelled to deliver
up the actual possession of the goods until the document is
surrendered to him or impounded by the court. (n)
Article speaks of two important things if the document is negotiable:
1. Generally, no attachment or levy, except:
a. If the document is SURRENDERED to the bailee
b. Or the NEGOTIATION of the document ENJOINED
2. The bailee (or depositary or carrier) CANNOT BE COMPELLED to
surrender the goods except:
a. If the document is SURRENDERED TO HIM
b. Or the document is IMPOUNDED BY THE COURT
ARTICLE 1520:
A creditor whose debtor is the owner of a negotiable
document of title shall be entitled to such aid from courts of
appropriate jurisdiction by injunction and otherwise in
attaching such document or in satisfying the claim by means
thereof as is allowed at law or in equity in regard to property
which cannot readily be attached or levied upon by ordinary
legal process. (n)
- Creditors are protected when the document concerned is negotiable
Q: How is protection made?
A: Attachment is not easily made. They are entitled to such aid from courts by
injunction and otherwise in attaching such document.
ARTICLE 1521:
Whether it is for the buyer to take possession of the goods or
of the seller to send them to the buyer is a question depending
in each case on the contract, express or implied, between the
parties. Apart from any such contract, express or implied, or
usage of trade to the contrary, the place of delivery is the
seller's place of business if he has one, and if not his
residence; but in case of a contract of sale of specific goods,
which to the knowledge of the parties when the contract or
the sale was made were in some other place, then that place is
the place of delivery.

Where by a contract of sale the seller is bound to send the
goods to the buyer, but no time for sending them is fixed,
the seller is bound to send them within a reasonable time.
Where the goods at the time of sale are in the possession of
a third person, the seller has not fulfilled his obligation to
deliver to the buyer unless and until such third person
acknowledges to the buyer that he holds the goods on the
buyer's behalf.
Demand or tender of delivery may be treated as ineffectual
unless made at a reasonable hour. What is a reasonable
hour is a question of fact.
Unless otherwise agreed, the expenses of and incidental to
putting the goods into a deliverable state must be borne by
the seller. (n)
- This article provides for:
1. Place of delivery (this depends on the …)
a. Agreement (express or implied)
b. If no agreement – get the USAGE of trade
c. If no usage – the BUYER must get them at the SELLER’S
BUSINESS PLACE OR RESIDENCE
Exception: Contract of sale of specific goods – in the place where the
specific goods are found
Note: There is sufficient delivery when a fortuitous event prevents
delivery at the actual place agreed upon, forcing a delivery at a
place near the original one. Further, there is also sufficient
delivery when the original place is changed, but the buyer
accepted the goods at a different place without complaint so
long as the seller was in good faith.
2. Time of delivery
a. Delivery (if to be made by seller) must be within a
REASONALBE TIME (if no express agreement)
b. Circumstances to consider to conclude what reasonable time is:
i. Character of the goods
ii. Purpose intended
iii. Ability of seller to produce the goods
iv. Transportation facilities
v. Distance thru which the goods must be carried
vi. Usual course of business in that particular trade
c. If a delivery is to be made “at once”, “promptly”, or “as soon
as possible”, a reasonable time must necessarily be given
d. PREMATURE delivery generally is NOT ALLOWED because
a term is for the benefit of both parties
3. Manner of Delivery when Goods are in the Hands of a Third Person
a. Third person should acknowledge that he holds the goods on
behalf of the buyer, otherwise, the seller shall not yet be
complied with his duty to deliver
Note: the rule does not apply in case a (1) NEGOTIABLE
DOCUMENT of title has been issued and (2) when the goods
are still to be manufactured.
Q: Who pays expenses for putting the goods in a deliverable state?
A: The seller, unless otherwise agreed
Q: when must demand or tender of delivery be made?
A: In the absence of agreement, at a reasonable hour.
ARTICLE 1522:
Where the seller delivers to the buyer a quantity of goods
less than he contracted to sell, the buyer may reject them,
but if the buyer accepts or retains the goods so delivered,
knowing that the seller is not going to perform the contract
in full, he must pay for them at the contract rate. If,
however, the buyer has used or disposed of the goods
delivered before he knows that the seller is not going to
perform his contract in full, the buyer shall not be liable for
more than the fair value to him of the goods so received.
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
Where the seller delivers to the buyer a quantity of goods
larger than he contracted to sell, the buyer may accept the
goods included in the contract and reject the rest. If the
buyer accepts the whole of the goods so delivered he must
pay for them at the contract rate.
Where the seller delivers to the buyer the goods he
contracted to sell mixed with goods of a different description
not included in the contract, the buyer may accept the goods
which are in accordance with the contract and reject the
rest.
In the preceding two paragraphs, if the subject matter is
indivisible, the buyer may reject the whole of the goods.
The provisions of this article are subject to any usage of
trade, special agreement, or course of dealing between the
parties. (n)
- Provides for the rules when the quantity is less or more than what was
agreed
Rule when the Quantity is LESS than that Agreed Upon
a. Buyer may REJECT
b. Or buyer may ACCEPT what have been delivered, at the CONTRACT rate
Q: When estoppels does not apply:
A: when the buyer has used or disposed of the goods delivered before he
knows that the seller is not going to perform his contract in full, the buyer
shall not be liable for more than the FAIR VALUE to him of the goods so
received.
Rule when the Quantity is MORE than the Agreement
a. Buyer may REJECT ALL
b. Buyer may ACCEPT the goods agreed upon and reject the rest
c. If he gets all, he must pay for them at the CONTRACT RATE
Note: For this rule to apply, the quantity must have been fixed by prior
agreement
Q: When is there IMPLIED ACCEPTANCE?
A: When the buyer exercises acts of ownership over the excess goods
Rule when the QUALITY is DIFFERENT
Where the seller delivers to the buyer the goods agreed upon MIXED with
goods of a different description, the buyer may:
1. Accept the goods which are in accordance with the contract and
2. Reject the rest
Note: if the sale is indivisible, the buyer may reject the whole of the
goods.
ARTICLE 1523:
Where, in pursuance of a contract of sale, the seller is
authorized or required to send the goods to the buyer,
delivery of the goods to a carrier, whether named by the
buyer or not, for the purpose of transmission to the buyer is
deemed to be a delivery of the goods to the buyer, except in
the cases provided for in article 1503, first, second and third
paragraphs, or unless a contrary intent appears.
Unless otherwise authorized by the buyer, the seller must
make such contract with the carrier on behalf of the buyer
as may be reasonable, having regard to the nature of the
goods and the other circumstances of the case. If the seller
omit so to do, and the goods are lost or damaged in course of
transit, the buyer may decline to treat the delivery to the
carrier as a delivery to himself, or may hold the seller
responsible in damages.
Unless otherwise agreed, where goods are sent by the seller
to the buyer under circumstances in which the seller knows
or ought to know that it is usual to insure, the seller must
give such notice to the buyer as may enable him to insure
them during their transit, and, if the seller fails to do so, the
goods shall be deemed to be at his risk during such transit.
(n)

- The articled deals with “delivery to a carrier on behalf of the buyer”
- GR: delivery to carrier is delivery to buyer, if it is the duty of the seller
to send the goods to the buyer
Kinds of Deliver to Carrier
1. C.I.F. (Cost, insurance freight) – since the selling price includes
insurance and freight, it is understood that said insurance and freight
should now be paid by the seller; all charges up to the place of
destination must be paid by the seller
If the goods then are not delivered at the stipulated place of destination, seller
should be held liable.
2. F.O.B. (Free on Board) – there are 3 types:
a. F.O.B. at the place of shipment
– the buyer must pay the freight
b. F.O.B. alongside the vessel
– from the moment the goods are brought alongside the vessel,
the buyer must pay for the freight or expenses
c. F.O.B. at the place of destination
- the seller must pay the freight
GR (in free on board or free alongside sales): property PASSES as soon as
the goods are delivered aboard the carrier or alongside the vessel, and that the
buyer as the owner of the goods is to bear all expenses after they are so
delivered.
Note however: F.O.B. or F.A.S. may be used only in connection with the
fixing of the price, and in such a case, they will NOT be construed as fixing
the place of delivery
ARTICLE 1524:
The vendor shall not be bound to deliver the thing sold, if
the vendee has not paid him the price, or if no period for
the payment has been fixed in the contract. (1466)
- The vendor shall not be bound to deliver the thing sold, if the vendee has
not paid him the price, or if no period for the payment has been fixed in
the contract
Q: What is the effect if period is fixed for payment?
A: if a period has been fixed for the payment the seller must deliver the
thing sold even if said period has not yet arrived. He will then have to
wait for the end of the period before he can demand the price, except if
the buyer has lost the benefit of the term.
ARTICLE 1525:
The seller of goods is deemed to be an unpaid seller within
the meaning of this Title:
(1) When the whole of the price has not been paid or
tendered;
(2) When a bill of exchange or other negotiable instrument
has been received as conditional payment, and the
condition on which it was received has been broken by
reason of the dishonor of the instrument, the insolvency of
the buyer, or otherwise.
In articles 1525 to 1535 the term "seller" includes an agent
of the seller to whom the bill of lading has been indorsed, or
a consignor or agent who has himself paid, or is directly
responsible for the price, or any other person who is in the
position of a seller. (n)
- provides for the meaning of an UNPAID SELLER: o If only part of the
price has been paid or tendered o When there is mere delivery of a
negotiable instrument (why? Because this may be dishonored)
Q: Who are considered a seller?
A: it includes
(1) an agent of the seller to whom the bill of lading has been indorsed,
(2) consignor or agent who has himself paid, or is directly responsible for
the price,
(3) or any other person who is in the position of a seller.
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
ARTICLE 1526:
Subject to the provisions of this Title, notwithstanding that
the ownership in the goods may have passed to the buyer, the
unpaid seller of goods, as such, has:
(1) A lien on the goods or right to retain them for the price
while he is in possession of them;
(2) In case of the insolvency of the buyer, a right of stopping
the goods in transitu after he has parted with the possession
of them;
(3) A right of resale as limited by this Title;
(4) A right to rescind the sale as likewise limited by this Title.
Where the ownership in the goods has not passed to the
buyer, the unpaid seller has, in addition to his other remedies
a right of withholding delivery similar to and coextensive with
his rights of lien and stoppage in transitu where the
ownership has passed to the buyer. (n)
Rights of an unpaid seller:
 Possessory Lien
- It is the right to retain the goods for the price while seller is in
possession of them
- This is lost after the seller loses possession but his lien as an
unpaid seller remains
- He is still a preferred creditor with respect to the price of the
specific goods sold
- His preference can only be defeated by the government’s claim to
the specific tax on the goods themselves
- This is the vendors lien on the PRICE
 Right of Stoppage in Transitu
- Available if seller has parted with the possession
 Right of Resale
 Right to Rescind the sale
ARTICLE 1527:
Subject to the provisions of this Title, the unpaid seller of
goods who is in possession of them is entitled to retain
possession of them until payment or tender of the price in the
following cases, namely:
(1) Where the goods have been sold without any stipulation as
to credit;
(2) Where the goods have been sold on credit, but the term of
credit has expired;
(3) Where the buyer becomes insolvent.
The seller may exercise his right of lien notwithstanding that
he is in possession of the goods as agent or bailee for the
buyer. (n)
When seller has possessory lien (retain possession of them until payment or
tender of the price in the following cases):
 Where the goods have been sold without any stipulation as to
credit
 Where the goods have been sold on credit, but the term of credit
has expired
 Where the buyer becomes insolvent
ARTICLE 1528.
Where an unpaid seller has 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 an intent to waive the lien or right of retention. (n)
- Refers to a possessory lien even after a PARTIAL DELIVERY
- The lien however may be waived expressly or impliedly
- Waiver of the lien or the right of retention
ARTICLE 1529.
The unpaid seller of goods loses his lien thereon:
(1) When he delivers the goods to a carrier or other bailee for
the purpose of transmission to the buyer without reserving
the ownership in the goods or the right to the possession
thereof;

(2) When the buyer or his agent lawfully obtains possession
of the goods;
(3) By waiver thereof.
The unpaid seller of goods, having a lien thereon, does not
lose his lien by reason only that he has obtained judgment
or decree for the price of the goods. (n)
This article refers to the instances when the lien is lost:
 When he delivers the goods to a carrier or other bailee for the purpose
of transmission to the buyer without reserving the ownership in the
goods or the right to the possession thereof
 When the buyer or his agent lawfully obtains possession of the goods
 By waiver thereof
- The lien lost is only the POSSESSORY LIEN and not the vendor’s lien
on the PRICE
Note: A negotiable warehouse receipt automatically transfers both
title and right of possession to the goods in the buyer
ARTICLE 1530:
Subject to the provisions of this Title, when the buyer of
goods is or becomes insolvent, the unpaid seller who has
parted with the possession of the goods has the right of
stopping them in transitu, that is to say, he may resume
possession of the goods at any time while they are in transit,
and he will then become entitled to the same rights in
regard to the goods as he would have had if he had never
parted with the possession. (n)
Right of stoppage in transit is available to the unpaid seller:
 if he has parted with the possession of the goods
 and if the buyer is or becomes insolvent (the seller’s right exists even
though the buyer was alreadyinsolvent at the time of the sale)
Note: the insolvency referred to need NOT be judicially declared. It
is enough that the obligations exceed a man’s assts.
ARTICLE 1531:
Goods are in transit within the meaning of the preceding
article:
(1) From the time when they are delivered to a carrier by
land, water, or air, or other bailee for the purpose of
transmission to the buyer, until the buyer, or his agent in
that behalf, takes delivery of them from such carrier or
other bailee;
(2) If the goods are rejected by the buyer, and the carrier
or other bailee continues in possession of them, even if the
seller has refused to receive them back.
Goods are no longer in transit within the meaning of the
preceding article:
(1) If the buyer, or his agent in that behalf, obtains delivery
of the goods before their arrival at the appointed
destination;
(2) If, after the arrival of the goods at the appointed
destination, the carrier or other bailee acknowledges to the
buyer or his agent that he holds the goods on his behalf and
continues in possession of them as bailee for the buyer or
his agent; and it is immaterial that further destination for
the goods may have been indicated by the buyer;
(3) If the carrier or other bailee wrongfully refuses to
deliver the goods to the buyer or his agent in that behalf.
If the goods are delivered to a ship, freight train, truck, or
airplane chartered by the buyer, it is a question depending
on the circumstances of the particular case, whether they
are in the possession of the carrier as such or as agent of
the buyer.
If part delivery of the goods has been made to the buyer, or
his agent in that behalf, the remainder of the goods may be
stopped in transitu, unless such part delivery has been
under such circumstances as to show an agreement with the
buyer to give up possession of the whole of the goods. (n)
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
Goods are considered in transit when:
 From the time when they are delivered to a carrier, or other bailee for the
purpose of transmission to the buyer, until the buyer, or his agent in that
behalf, takes delivery of them from such carrier or other bailee
 If the goods are rejected by the buyer, and the carrier or other bailee
continues in possession of them, even if the seller has refused to receive
them back –
Goods are NO LONGER in transit when:
 If the buyer, or his agent, obtains delivery of the goods before their
arrival at the appointed destination
 If, after the arrival of the goods at the appointed destination, the carrier or
other bailee acknowledges to the buyer or his agent that he holds the
goods on his behalf and continues in possession of them as bailee for the
buyer or his agent
 If the carrier or other bailee wrongfully refuses to deliver the goods to the
buyer or his agent
Note: the right to get back the goods exists only when the goods are still
in transitu.
Taking of the property in transit by an unauthorized agent of the buyer does not
extinguish the right of stoppage in transitu.
ARTICLE 1532:
The unpaid seller may exercise his right of stoppage in
transitu either by obtaining actual possession of the goods or
by giving notice of his claim to the carrier or other bailee in
whose possession the goods are. Such notice may be given
either to the person in actual possession of the goods or to his
principal. In the latter case the notice, to be effectual, must be
given at such time and under such circumstances that the
principal, by the exercise of reasonable diligence, may prevent
a delivery to the buyer.
When notice of stoppage in transitu is given by the seller to
the carrier, or other bailee in possession of the goods, he must
redeliver the goods to, or according to the directions of, the
seller. The expenses of such delivery must be borne by the
seller. If, however, a negotiable document of title representing
the goods has been issued by the carrier or other bailee, he
shall not be obliged to deliver or justified in delivering the
goods to the seller unless such document is first surrendered
for cancellation. (n)
Provides for how the right of stoppage in transitu may be exercised:
 Obtaining actual possession of the goods o
 Giving notice of his claim to the carrier or other bailee in whose
possession the goods are
Note: there must be intent to repossess the goods
Q: to whom should the notice be given?
A: Either (1) to the person in actual possession of the goods, or (2) to his
principal
Effects of the Exercise of the Right
1. The goods are no longer in transitu
2. The contract of carriage ends; instead, the carrier now becomes a mere
bailee, and will be liable as such
3. The carrier should not deliver anymore to the buyer or the latter’s agent;
otherwise, he will clearly be liable for damages
4. The carrier must redeliver to, or according to the direction of, the seller
ARTICLE 1533:
Where the goods are of perishable nature, or where the seller
expressly reserves the right of resale in case the buyer should
make default, or where the buyer has been in default in the
payment of the price for an unreasonable time, an unpaid
seller having a right of lien or having stopped the goods in
transitu may resell the goods. He shall not thereafter be liable
to the original buyer upon the contract of sale or for any
profit made by such resale, but may recover from the buyer
damages for any loss occasioned by the breach of the contract
of sale.

Where a resale is made, as authorized in this article, the
buyer acquires a good title as against the original buyer.
It is not essential to the validity of resale that notice of an
intention to resell the goods be given by the seller to the
original buyer. But where the right to resell is not based on
the perishable nature of the goods or upon an express
provision of the contract of sale, the giving or failure to give
such notice shall be relevant in any issue involving the
question whether the buyer had been in default for an
unreasonable time before the resale was made.
It is not essential to the validity of a resale that notice of the
time and place of such resale should be given by the seller
to the original buyer.
The seller is bound to exercise reasonable care and
judgment in making a resale, and subject to this
requirement may make a resale either by public or private
sale. He cannot, however, directly or indirectly buy the
goods. (n)
Rights of resale exists:
 Perishable goods – goods that deteriorate rapidly
 Express stipulation
 Unreasonable default
Note: the article confers on the seller a right to resell (to enforce his
lien after title has passed) but does not impose upon him the
duty to resell
- Seller shall not thereafter be liable to the original buyer upon the contract
of sale or for any profit made by such resale, but may recover from the
buyer damages for any loss occasioned by the breach of the contract
ARTICLE 1534:
An unpaid seller having the right of lien or having stopped
the goods in transitu, may rescind the transfer of title and
resume the ownership in the goods, where he expressly
reserved the right to do so in case the buyer should make
default, or where the buyer has been in default in the
payment of the price for an unreasonable time. The seller
shall not thereafter be liable to the buyer upon the contract
of sale, but may recover from the buyer damages for any
loss occasioned by the breach of the contract.
The transfer of title shall not be held to have been
rescinded by an unpaid seller until he has manifested by
notice to the buyer or by some other overt act an intention
to rescind. It is not necessary that such overt act should be
communicated to the buyer, but the giving or failure to give
notice to the buyer of the intention to rescind shall be
relevant in any issue involving the question whether the
buyer had been in default for an unreasonable time before
the right of rescission was asserted. (n)
- This article refers to the right to RESCIND THE TRANSFER OF TITLE
and to RESUME THE OWNERSHIP IN THE GOODS
- This applies in case there has been:
 Express stipulation or reservation
 Unreasonable default
Note: damages may be recovered for the breach of contract
Q: what should be done in order to rescind the transfer of title?
A: There must be notice to the buyer or there must be an overt act showing
an intention to rescind. (ex. Replevin suit is an implied rescission of the
sale of the goods sought t be recovered.)
ARTICLE 1535:
Subject to the provisions of this Title, the unpaid seller's
right of lien or stoppage in transitu is not affected by any
sale, or other disposition of the goods which the buyer may
have made, unless the seller has assented thereto.
If, however, a negotiable document of title has been issued
for goods, no seller's lien or right of stoppage in transitu
shall
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
defeat the right of any purchaser for value in good faith to
whom such document has been negotiated, whether such
negotiation be prior or subsequent to the notification to the
carrier, or other bailee who issued such document, of the
seller's claim to a lien or right of stoppage in transitu. (n)
Effect if buyer has already sold the goods
 Generally, the unpaid seller’s right of LIEN or STOPPAGE IN
TRANSITU remains even if the buyer has sold otherwise disposed of
the goods
 Exceptions:
 When the seller has given his consent thereto
 When the purchaser or the buyer is a purchaser for value in good
faith of a negotiable document of title
ARTICLE 1536:
The vendor is not bound to deliver the thing sold in case the
vendee should lose the right to make use of the terms as
provided in article 1198. (1467a)
The debtor shall lose every right to make use of the period (Art.1198):
 When after the obligation has been contracted, he becomes insolvent,
unless he gives a guaranty or security for the debts
 when he does not furnish to the creditor the guaranties which he
promised
 when by his own acts he has impaired said guaranties or securities
after their establishment, and when through a fortuitous event they
disappear, unless he immediately gives new ones equally satisfactory
 when debtor violates any undertaking
 when debtor attempts to abscond
ARTICLE 1537:
The vendor is bound to deliver the thing sold and its
accessions and accessories in the condition in which they were
upon the perfection of the contract.
All the fruits shall pertain to the vendee from the day on
which the contract was perfected. (1468a)
- Vendor is bound to deliver the thing sold and its accession and accessories
- All the fruits shall pertain to the vendee from the day on when the contract
was perfected. However, a contrary stipulation may be agreed upon, or a
later date may be set
ARTICLE 1538:
In case of loss, deterioration or improvement of the thing
before its delivery, the rules in article 1189 shall be observed,
the vendor being considered the debtor. (n)
Provides for the effect of loss, deterioration or improvements before
delivery (Article 1189):
 If lost without fault of vendor: obligation shall be extinguished
 If lost (perishes, goes out of commerce, disappears in such a way that
its existence is unknown or it cannot be recovered) through fault of
vendor: obliged to pay damages
 When the thing deteriorates without fault of vendor: impairment is
to be borne by buyer
 Deteriorates through fault of vendor: buyer may choose between the
rescission of the obligation and its fulfillment, with indemnity for
damages in either case
 if the thing is improved by nature or by time, the improvement shall
inure to the benefit of the buyer
 if it is improved at the expense of the debtor, he shall have no other
right than that granted to the usufructuary
ARTICLE 1539:
The obligation to deliver the thing sold includes that of
placing in the control of the vendee all that is mentioned in
the contract, in conformity with the following rules:
If the sale of real estate should be made with a statement of its
area, at the rate of a certain price for a unit of measure or
number, the vendor shall be obliged to deliver to the vendee,
if the latter should demand it, all that may have been stated in

the contract; but, should this be not possible, the vendee
may choose between a proportional reduction of the price
and the rescission of the contract, provided that, in the
latter case, the lack in the area be not less than one-tenth of
that stated.
The same shall be done, even when the area is the same, if
any part of the immovable is not of the quality specified in
the contract.
The rescission, in this case, shall only take place at the will
of the vendee, when the inferior value of the thing sold
exceeds one-tenth of the price agreed upon.
Nevertheless, if the vendee would not have bought the
immovable had he known of its smaller area of inferior
quality, he may rescind the sale. (1469a)
- refers to sale of real estate BY THE UNIT (UNIT PRICE CONTRACT)
- in this case, payment will be made only on the basis of contractual items
actually performed, in accordance with the given plans and specifications
- If what can be delivered is less than what was in the contract the vendee
may choose between: o
 A proportional reduction of the price o
 Rescission of the contract (the lack in area be not less than 1/10 of
that state; or vendee would not have bought had he known of its
smaller or inferior quality)
- Provision shall apply if any part of the immovable ins not of the quality
specified in the contract
- Rescission shall only take place at the will of the vendee
ARTICLE 1540:
If, in the case of the preceding article, there is a greater
area or number in the immovable than that stated in the
contract, the vendee may accept the area included in the
contract and reject the rest. If he accepts the whole area, he
must pay for the same at the contract rate. (1470a)
If area is actually greater than what was stipulated, vendee may:
 Accept the area included in the contract and reject the rest 
 Or if he accepts the whole area, he must pay for the same at the contract
rate
ARTICLE 1541:
The provisions of the two preceding articles shall apply to
judicial sales. (n)
- The provisions of the two preceding articles shall apply to judicial sales
ARTICLE 1542:
In the sale of real estate, made for a lump sum and not at
the rate of a certain sum for a unit of measure or number,
there shall be no increase or decrease of the price, although
there be a greater or less area or number than that stated
in the contract.
The same rule shall be applied when two or more
immovables as sold for a single price; but if, besides
mentioning the boundaries, which is indispensable in every
conveyance of real estate, its area or number should be
designated in the contract, the vendor shall be bound to
deliver all that is included within said boundaries, even
when it exceeds the area or number specified in the
contract; and, should he not be able to do so, he shall suffer
a reduction in the price, in proportion to what is lacking in
the area or number, unless the contract is rescinded
because the vendee does not accede to the failure to deliver
what has been stipulated. (1471)
- In a LUMP SUM CONTRACT: there shall be no increase or decrease of
the price, although there be a greater or less area or number than that
stated in the contract
- With regards to conflict between boundaries and area, boundaries will
prevail
Q: what happens if vendor does not deliver what is included in the boundaries? 3.
A: buyer can either rescind the contract for the seller’s failure to deliver what
has been stipulated or he may pay a reduced proportional price.
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
Q: what happens if the land included in the boundaries happens to be less than
what was stipulated?
A: Buyer cannot rescind the contract and he is not entitled to pay a reduced
price for the civil code presumes that purchaser has ascertained its area
and quality before the perfection of the contract.
Q: what is the meaning of “more or less”?
A: this can be considered as covering INCONSIDERABLE or SMALL
differences one way or the other. the use of such phrases in designating the
quantity covers only a reasonable excess or deficiency
ARTICLE 1543:
The actions arising from articles 1539 and 1542 shall
prescribe in six months, counted from the day of delivery.
- The actins arising from article 1639 and 1642 shall prescribe in six months,
counted from he hay of delivery
ARTICLE 1544:
If the same thing should have been sold to different vendees,
the ownership shall be transferred to the person who may
have first taken possession thereof in good faith, if it should
be movable property.
Should it be immovable property, the ownership shall belong
to the person acquiring it who in good faith first recorded it in
the Registry of Property.
Should there be no inscription, the ownership shall pertain to
the person who in good faith was first in the possession; and,
in the absence thereof, to the person who presents the oldest
title, provided there is good faith. (1473)
Provides for the rules of preference in case of double sale
 Personal property – possessor in good faith
 Real Property
- Registrant in good faith
- Possessor in good faith
- Persons with the oldest title in good faith
Note:
 In all the rules, there must be GOOD FAITH; otherwise, the order of
preference does not apply
 REGISTRATION here requires actual recording; If the land is
registered under the Land Registration Act, and it is sold but the
subsequent sale is registered not under the Land Registration Act but
under Act 3344, as amended, such sale is not considered registered
 The registration of a forged deed of sale cannot grant the preference
adverted to in this Article inasmuch as among other things, there was no
good faith
 Possession here is either actual or constructive (ex. Symbolic or
constructive possession can be acquired by the execution of a public
document)
 Title in this article means title because of the sale, and not any other
title or mode of acquiring property
 This article applies to a double donation and to sales made by a
principal and his agent of the same property (but does not apply when
property was first donated, then sold)
Instances when Article 1544 DOES NOT apply:
1. This does not apply to subsequent judicial attachments or executions which
should not prevail over prior unregistered sales where possession had
already been conveyed by the execution of a public instrument
Note however: when the property sold on execution is registered under the
Torrens system, registration is the operative act that gives validity to the
transfer or creates a lien on the land, and a purchaser on execution sale, is not
required to o behind the registry to determine the conditions of the property.
Exception to his is where the purchaser had knowledge, prior to or at the time
of the levy, of such previous lien or encumbrance.
2. Instances where double sale was not made by the same person or his
authorized agent
Where one sale was an absolute one but the other was a pacto de retro
transaction where the period to redeem has not yet expired

4. Where one of the sales was one subject to suspensive condition which
condition was not complied with
Remember:
 With respect to the principle “actual knowledge is equivalent to
registration of the sale about which knowledge has been obtained” --- the
knowledge may be that of either the FIRST or the SECOND buyer.
 Between an unrecorded sale of prior date of real property by virtue of a
public instrument and a recorded mortgage thereof at a later date, the
unrecorded sale is preferred for the reason that if the original owner has
parted with his ownership and free disposal of that things so as to be able
to mortgage would, in such case, be of no moment.
Section 3: CONDITIONS AND WARRANTIES
ARTICLE 1545:
Where the obligation of either party to a contract of sale is
subject to any condition which is not performed, such party
may refuse to proceed with the contract or he may waive
performance of the condition. If the other party has
promised that the condition should happen or be
performed, such first mentioned party may also treat the
nonperformance of the condition as a breach of warranty.
Where the ownership in the thing has not passed, the buyer
may treat the fulfillment by the seller of his obligation to Q: when does eviction take place?
deliver the same as described and as warranted expressly A: it takes place whenever by a final judgment based on a right prior to the
or by implication in the contract of sale as a condition of
the obligation of the buyer to perform his promise to accept
and pay for the thing. (n)
- Applies only to CONDITIONAL sales
- Article speaks f presence of conditions and warranties: o
 Conditions may be waived o
 Conditions may be considered warranties
- If condition is not performed, party may refuse to proceed with the
contract or he may waive performance of the condition
ARTICLE 1546:
Any affirmation of fact or any promise by the seller
relating to the thing is an express warranty if the natural
tendency of such affirmation or promise is to induce the
buyer to purchase the same, and if the buyer purchases the
thing relying thereon. No affirmation of the value of the
thing, nor any statement purporting to be a statement of
the seller's opinion only, shall be construed as a warranty,
unless the seller made such affirmation or statement as an
expert and it was relied upon by the buyer. (n)
EXPRESS WARRANTY:
- Any affirmation of fact or any promise by the seller relating to the
thing is an express warranty if the natural tendency of such affirmation
or promise is to INDUCE the buyer to purchase the same, and if the
buyer purchases the thing relying thereon
Q: When is there a warranty?
A: a good test: a. If buyer is ignorant, there is a warranty b. If the buyer is 2. Purchaser has been deprived in whole or in part of the thing sold
expected to have an opinion and the seller has no special opinion, there
is no warranty
Note: Dealer’s talk (“excellent”) cannot be considered as an express
warranty. A little exaggeration is apparently allowed by the law
as a concession to human nature.
ARTICLE 1547:
In a contract of sale, unless a contrary intention appears,
there is:
(1) An implied warranty on the part of the seller that he has a Suit for breach can be directed only against the IMMEDIATE seller, not sellers
right to sell the thing at the time when the ownership is to
pass, and that the buyer shall from that time have and enjoy buyers or unless the immediate seller has expressly assigned to the buyer his
the legal and peaceful possession of the thing;
(2) An implied warranty that the thing shall be free from
any hidden faults or defects, or any charge or encumbrance
not declared or known to the buyer.
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
This article shall not, however, be held to render liable a
sheriff, auctioneer, mortgagee, pledgee, or other person
professing to sell by virtue of authority in fact or law, for the
sale of a thing in which a third person has a legal or equitable
interest. (n)
- In a contract of sale, unless a contrary intention appears , there is what is
called implied warranties against EVICTION and against HIDDEN
DEFECT
- In general, the actions based on the implied warranties prescribe in 10
years since these obligations are imposed by law
Subsection 1: WARRANTY IN CASE OF EVICTION
ARTICLE 1548:
Eviction shall take place whenever by a final judgment based
on a right prior to the sale or an act imputable to the vendor,
the vendee is deprived of the whole or of a part of the thing
purchased.
The vendor shall answer for the eviction even though nothing
has been said in the contract on the subject.
The contracting parties, however, may increase, diminish, or
suppress this legal obligation of the vendor. (1475a)
sale, or an act imputable to the vendor, the vendee is deprived of the whole
or of a part of the thing purchased.
- Warranty in case of eviction is a natural element of a contract, hence,
vendor answers for the eviction
- Vendor’s liability for warranty against eviction is GENERALLY
WAIVABLE and may be renounced by the vendee
- Since the government cannot be held liable the owner of the property sold
under execution at the instance of the judgment creditor is liable for
eviction, unless otherwise decreed in the judgment.
- The buyer is allowed to enforce the warranty against the seller or against
the seller of his own immediate seller
- Even if buyer does not appeal judgment of eviction, seller remains liable for
eviction (For as long as the buyer is defeated in any case, the seller would
be liable)
Note: What is important is the imputability or fault of the seller, hence,
seller is still liable even if the act be made after the sale. (ex.
Double sale)
Responsibility of the Seller Responsible for:
1. his own act, and
2. Those of his predecessors-in-interest He is not responsible for dispossession
due to:
1. Acts imputable to the buyer himself
2. Fortuitous events
Essential Elements for Eviction
1. There is a final judgment
3. The deprivation was by virtue of a right prior to the sale effected by the
seller
4. The vendor has been previously notified of the complaint for eviction at the
instance of the purchaser
Plaintiff in Suit
In general, it is only the buyer in good faith who may sue for the breach of
warranty against eviction
Defendant in Suit
of the seller unless such sellers had promised to warrant in favor of the later
own right to sue his own seller.

ARTICLE 1549:
The vendee need not appeal from the decision in order that
the vendor may become liable for eviction. (n)
- The vendee need not appeal from the decision in order that the vendor
may become liable for eviction.
- However, the decision of the court must be FINAL
ARTICLE 1550:
When adverse possession had been commenced before the
sale but the prescriptive period is completed after the
transfer, the vendor shall not be liable for eviction. (n)
- When adverse possession had been commenced before the sale but the
prescriptive period is completed after the transfer, the vendor SHALL
NOT be liable for eviction
Q: Why is this so?
A: This is because, the title arising out of the adverse possession is not yet
perfected, in which case, the vendee through the use of diligence could
efficiently interrupt the running of the prescriptive period
ARTICLE 1551:
If the property is sold for nonpayment of taxes due and not
made known to the vendee before the sale, the vendor is
liable for eviction. (n)
- If the property is sold for non-payment of taxes due and not made know
to the vendee before the sale, the vendor is liable for eviction
- Note that the prior absence of knowledge is important
ARTICLE 1552:
The judgment debtor is also responsible for eviction in
judicial sales, unless it is otherwise decreed in the
judgment. (n)
- Judgment debtor is also responsible for eviction in judicial sales, unless it
is otherwise decreed in the judgment.
- A purchaser in good faith at a judicial sale is entitled to recover the
purchase money from the officer if the funds are still in his hands or from
the judgment debtor
ARTICLE 1553:
Any stipulation exempting the vendor from the obligation
to answer for eviction shall be void, if he acted in bad faith.
(1476)
Provides for the effect of stipulation waiving liability for eviction:
 If seller was in GOOD FAITH – the exemption is VALID, but
without prejudice to Art. 1554
 If seller was in BAD FAITH – stipulation is VOID
ARTICLE 1554:
If the vendee has renounced the right to warranty in case of
eviction, and eviction should take place, the vendor shall
only pay the value which the thing sold had at the time of
the eviction. Should the vendee have made the waiver with
knowledge of the risks of eviction and assumed its
consequences, the vendor shall not be liable. (1477)
Waiver by the buyer may have been made:
 WITHOUT knowledge of risk of eviction (waiver consciente):
PRESUMPTION
 WITH knowledge of risk of evictions (waiver intencionada): MUST
BE CLEARLY PROVED
Effects of Waiver
1. In the first case, VALUE AT THE TIME OF EVICTION should be
returned (why? Solution indebiti)
2. In the second case, nothing need be returned. PROVIDED that said
stipulation is understood by the parties merely pro forma, and
PROVIDED FURTHER that it is proved that the vendor never intended
to be bound by said warranty
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
ARTICLE 1555:
When the warranty has been agreed upon or nothing has
been stipulated on this point, in case eviction occurs, the
vendee shall have the right to demand of the vendor:
(1) The return of the value which the thing sold had at the
time of the eviction, be it greater or less than the price of the
sale;
(2) The income or fruits, if he has been ordered to deliver
them to the party who won the suit against him;
(3) The costs of the suit which caused the eviction, and, in a
proper case, those of the suit brought against the vendor for
the warranty;
(4) The expenses of the contract, if the vendee has paid them;
(5) The damages and interests, and ornamental expenses, if
the sale was made in bad faith. (1478)
In case of eviction, the vendee shall have the right to demand of the
vendor:
 Return the VALUE which the thing sold had at the time of the
eviction
 INCOME or FRUITS (should be declared or ordered to)
 COST OF SUIT which caused the eviction (does not include
transportation and other incidental expeses)
 EXPENSES of the contract, if vendee has paid them
 DAMAGES and INTERESTS and ornamental expenses, if the sale
was made in bad faith
Q: Why is rescission not a remedy in case of TOTAL eviction?
A: This is because vendee can no longer restore the subject matter of the sale
to the vendor. Note that there should be mutual restitution in case of
rescission.
ARTICLE 1556:
Should the vendee lose, by reason of the eviction, a part of the
thing sold of such importance, in relation to the whole, that he
would not have bought it without said part, he may demand
the rescission of the contract; but with the obligation to
return the thing without other encumbrances that those
which it had when he acquired it.
He may exercise this right of action, instead of enforcing the
vendor's liability for eviction.
The same rule shall be observed when two or more things
have been jointly sold for a lump sum, or for a separate price
for each of them, if it should clearly appear that the vendee
would not have purchased one without the other. (1479a)
- This article deals with a case of PARTIAL EVICTION
- Remedy here is EITHER:
 Rescission - if one chooses rescission, there should be no new
encumbrances, like a mortgage
 Enforcement of warranty
- if the circumstances set forth in paragraph 1 are not present (as when there
are encumbrances), the only remedy is to enforce the warranty
ARTICLE 1557:
The warranty cannot be enforced until a final judgment has
been rendered, whereby the vendee loses the thing acquired
or a part thereof. (1480)
- Finality of judgment is necessary before one can enforce warranty
- A judgment becomes final if on appeal, the decision decreeing the eviction
is affirmed; or if within the period within which to appeal, no appeal was
made
ARTICLE 1558:
The vendor shall not be obliged to make good the proper
warranty, unless he is summoned in the suit for eviction at the
instance of the vendee. (1481a)
- The vendor shall not be obliged to make good the proper warranty, unless
he is summoned in the suit for eviction at the instance of the vendee
- This is the preparation for the suit – a condition sine qua non

Note: the notice must be the notice for the suit for eviction, NOT the
notice in the suit for the breach of the warranty
Q: What is it necessary to serve the summons?
A: Objective of summon is to give the vendor the opportunity to show that
the action against the buyer is unjust.
ARTICLE 1559:
The defendant vendee shall ask, within the time fixed in the
Rules of Court for answering the complaint, that the
vendor be made a co-defendant. (1482a)
- The defendant vendee shall ask that the vendor be made a codefendant
- In an eviction suit, it is permissible for the buyer to file a crossclaim
against the seller for the enforcement of the warranty should the buyer
lose. In this case, if the buyer wins, there is no necessity for the
enforcement of the warranty since there has been no breach thereof.
- This article applies only when the buyer is the DEFENDANT
ARTICLE 1560:
If the immovable sold should be encumbered with any non-
apparent burden or servitude, not mentioned in the
agreement, of such a nature that it must be presumed that
the vendee would not have acquired it had he been aware
thereof, he may ask for the rescission of the contract, unless
he should prefer the appropriate indemnity. Neither right
can be exercised if the non-apparent burden or servitude is
recorded in the Registry of Property, unless there is an
express warranty that the thing is free from all burdens
and encumbrances.
Within one year, to be computed from the execution of the
deed, the vendee may bring the action for rescission, or sue
for damages.
One year having elapsed, he may only bring an action for
damages within an equal period, to be counted from the
date on which he discovered the burden or servitude.
(1483a)
- Provides for the rules in case of NON-APPARENT SERVITUDES
(hidden defect – but remedy is the similar to that provided in the case of
eviction):
- Remedies: if made within a year
 Rescission
 Damages - If after one year
 Damages only
Q: what is the effect if the burden or easement is registered?
A: NO remedy is available if the burden is registered, EXCEPT if there is an
express warranty that the thing is free from all burdens and
encumbrances
- Article is applicable whether the sale is:
 In a public instrument
 In private instrument
 Made orally
Note: there is no need of first compelling the seller to execute a
public instrument before the action is brought.
Subsection 2: WARRANTY AGAINST HIDDEN DEFECTS OF OR
ENCUMBRANCES UPON THE THING SOLD
ARTICLE 1561:
The vendor shall be responsible for warranty against the
hidden defects which the thing sold may have, should they
render it unfit for the use for which it is intended, or should
they diminish its fitness for such use to such an extent that,
had the vendee been aware thereof, he would not have
acquired it or would have given a lower price for it; but
said vendor shall not be answerable for patent defects or
those which may be visible, or for those which are not
visible if the vendee is an expert who, by reason of his trade
or profession, should have known them. (1484a)
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
- Vendor shall be responsible for warranty against the hidden defects
Requisites to Recover Because of Hidden Defects
1. The defect must be hidden (not know and could not have been known)
Note: the defect need not be hidden If vendee is an expert who, by
reason of his trade or profession, should have know the defect.
Further note that difference in grade or quality does not
necessarily mean that the defect is hidden.
2. The defect must exist at the time the sale was made
3. The defect ordinarily have been excluded from the contract
4. The defect must be important (renders thing UNFIT or considerable
DECREASES FITNESS)
Note: the use must have been stated in the contract itself, or can be
inferred from the nature of the object or from the trade or
occupation of the buyer
5. The action must be instituted within the statute of limitations
ARTICLE 1562:
In a sale of goods, there is an implied warranty or condition
as to the quality or fitness of the goods, as follows:
(1) Where the buyer, expressly or by implication, makes
known to the seller the particular purpose for which the
goods are acquired, and it appears that the buyer relies on
the seller's skill or judgment (whether he be the grower or
manufacturer or not), there is an implied warranty that the
goods shall be reasonably fit for such purpose;
(2) Where the goods are brought by description from a seller
who deals in goods of that description (whether he be the
grower or manufacturer or not), there is an implied
warranty that the goods shall be of merchantable quality. (n)
Implied warranty or condition as to the quality or fitness of the goods in
the following circumstances: (refer to provision)
 Buyer makes known to the seller the particular purpose for which
the goods are acquired and buyer relies on the seller’s skill or
judgment, there is an implied warranty that the goods shall be
reasonably fit for such purpose
 Good are bought by description from a seller who deals in goods of
that description, there is an implied warranty that the goods shall be
of MARCHANTABLE quality
Q: What does merchantable quality means?
A: It means fit for the GENERAL PURPOSE of a thing, and not necessarily
the particular purpose for which it has been acquired.
Note: where the agreement involved is the QUANTITY of goods
alone, the obligation is absolute and does not depend upon the
quality of the goods delivered.
ARTICLE 1563:
In the case of contract of sale of a specified article under its
patent or other trade name, there is no warranty as to its
fitness for any particular purpose, unless there is a
stipulation to the contrary. (n)
- In the case contract of sale f a specified article under its PATENT or
other TRANE NAME, there is NO WARRANTY as to its fitness for
any particular purpose, unless there is a stipulation to the contrary
ARTICLE 1564:
An implied warranty or condition as to the quality or fitness
for a particular purpose may be annexed by the usage of
trade. (n)
- An implied warranty or condition as to the quality or fitness for a
particular purpose may be annexed by the usage of trade
ARTICLE 1565:
In the case of a contract of sale by sample, if the seller is a
dealer in goods of that kind, there is an implied warranty
that the goods shall be free from any defect rendering them
unmerchantable which would not be apparent on reasonable
examination of the sample. (n)

- There is an implied warranty of merchantability in case of a contract of
SALE BY SAMPLE
ARTICLE 1566:
The vendor is responsible to the vendee for any hidden
faults or defects in the thing sold, even though he was not
aware thereof.
This provision shall not apply if the contrary has been
stipulated, and the vendor was not aware of the hidden
faults or defects in the thing sold. (1485)
- Vendor is responsible to the vendee for any hidden faults or defects in
the thing sold, even though he was not aware thereof
Q: Why is the seller responsible even if he is in good faith?
A: Because he has to repair the damage done. The object of the law is
reparation, not punishment.
Good faith
– consists in an honest intention to abstain from taking any unconscientious
advantage of another.
ARTICLE 1567:
In the cases of articles 1561, 1562, 1564, 1565 and 1566, the
vendee may elect between withdrawing from the contract
and demanding a proportionate reduction of the price, with together:
damages in either case. (1486a)
Remedies in case of Hidden Defects: o
 Withdrawal or rescission (accion redhibitoria) plus damages o
 Proportionate reduction (acion quanti minors or estimatoria) – reduction
in the price, plus damages
- This warranty in sales is applicable to LEASE
ARTICLE 1568:
If the thing sold should be lost in consequence of the hidden
faults, and the vendor was aware of them, he shall bear the
loss, and shall be obliged to return the price and refund the
expenses of the contract, with damages. If he was not aware - Provision of article 1572 is applicable to the sale of other things
of them, he shall only return the price and interest thereon,
and reimburse the expenses of the contract which the
vendee might have paid. (1487a)
Provides for the effect of loss of the thing because of the hidden defects:
 If vendor was aware of defect: return the price, refund the expenses
of the contract, plus damages
 If vendor was not aware: return the price and interest and reimburse
the expense of contract (no damages)
ARTICLE 1569:
If the thing sold had any hidden fault at the time of the sale,
and should thereafter be lost by a fortuitous event or
through the fault of the vendee, the latter may demand of
the vendor the price which he paid, less the value which the
thing had when it was lost.
If the vendor acted in bad faith, he shall pay damages to the Speaks of two kinds of void sales with respect to animals:
vendee. (1488a)
- Speaks of a situation where there is a hidden defect known to the vendor
but the loss was due to fortuitous even or thru the fault of the buyer
Q: What can the seller obtain from the buyer in such situation?
A: He can obtain the DIFFERENCE (price minus value at loss) represents
generally the DECREASE IN VALUE due to the HIDDEN DEFECT.
Hence, he can obtain the amount by which the seller was enriched at the
buyer’s expense. Note however that the decrease in value due to wear
and tear should not be compensated.
ARTICLE 1570:
The preceding articles of this Subsection shall be applicable to REDHIBITORY DEFECT:
judicial sales, except that the judgment debtor shall not be
liable for damages. (1489a)
Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
- The preceding articles apply to judicial sales, however, no liability for
damages will be assessed against the judgment debtor in view of the
compulsory nature of the sales.
ARTICLE 1571:
Actions arising from the provisions of the preceding ten
articles shall be barred after six months, from the delivery of
the thing sold. (1490)
- Provides for the prescriptive period: 6 MONTHS FROM DELIVERY
- Mere notification will not stop the running of prescription
- One should notify then sue
ARTICLE 1572:
If two or more animals are sold together, whether for a lump
sum or for a separate price for each of them, the redhibitory
defect of one shall only give rise to its redhibition, and not
that of the others; unless it should appear that the vendee
would not have purchased the sound animal or animals
without the defective one.
The latter case shall be presumed when a team, yoke pair, or
set is bought, even if a separate price has been fixed for each
one of the animals composing the same. (1491)
Provides for the rule with regards to sale of two or more animals
 Generally, a defect in one should not affect eh sale of the others
 This is true whether the price was a lump sum, or separate for each
animal
 Exception: if it appears that vendee would not have purchased the
sound animal without the defective one. This is presumed when a
team, yoke, pair or set is bought.
ARTICLE 1573:
The provisions of the preceding article with respect to the
sale of animals shall in like manner be applicable to the sale
of other things. (1492)
ARTICLE 1574:
There is no warranty against hidden defects of animals sold
at fairs or at public auctions, or of live stock sold as
condemned. (1493a)
- There is no warranty against hidden defects of animals sold at fairs or at
public auctions, or of livestock sold as condemned
ARTICLE 1575:
The sale of animals suffering from contagious diseases shall
be void.
A contract of sale of animals shall also be void if the use or
service for which they are acquired has been stated in the
contract, and they are found to be unfit therefor. (1494a)
 Sale of animals suffering from contagious diseases
 If the use or service for which they are acquired has been stated in
the contract, and they are found to be unfit thereof
ARTICLE 1576:
If the hidden defect of animals, even in case a professional
inspection has been made, should be of such a nature that
expert knowledge is not sufficient to discover it, the defect
shall be considered as redhibitory.
But if the veterinarian, through ignorance or bad faith
should fail to discover or disclose it, he shall be liable for
damages. (1495)
hidden defect of animals, even in case a professional inspection has been
made, should be of such nature that expert knowledge is not sufficient to
discover
 Sales-Obligation of the vendor
Gen. Prov./Deliver of the thing sold-S1/S2
ARTICLE 1577:
The redhibitory action, based on the faults or defects of
animals, must be brought within forty days from the date
of their delivery to the vendee.
This action can only be exercised with respect to faults
and defects which are determined by law or by local
customs. (1496a)

- Prescriptive period of redhibitory defect based on the faults or defects

of animals: 40 DAYS FROM THE DATE OF DELIVERY TO THE
VENDEE
- This action can only be exercised with respect to faults and defects
which are determined by law or by local customs

ARTICLE 1578:
If the animal should die within three days after its
purchase, the vendor shall be liable if the disease which
cause the death existed at the time of the contract. (1497a)

- If the animal should die within three days after its purchase, the vendor
shall be liable if the disease which cause the death existed at the time of
the contract

ARTICLE 1579:
If the sale be rescinded, the animal shall be returned in the
condition in which it was sold and delivered, the vendee
being answerable for any injury due to his negligence, and
not arising from the redhibitory fault or defect. (1498)

- if the sale be rescinded, the animal shall be returned in the

CONDITION IN WHICH IT WAS SOLD AND DELIVERED (must
generally be the same), the vendee being answerable for any injury due
to his negligence, and not arising from the redhibitory fault or defect

ARTICLE 1580:
In the sale of animals with redhibitory defects, the vendee
shall also enjoy the right mentioned in article 1567; but he
must make use thereof within the same period which has
been fixed for the exercise of the redhibitory action. (1499)

Remedies of buyer of animals with redhibitory defects: o

 Withdrawal or rescission (plus damages) o
 Proportionate reduction in price (plus damages)

- Prescriptive period for either remedy is 40 days from date of delivery to

the buyer

ARTICLE 1581:
The form of sale of large cattle shall be governed by
special laws. (n)

- The form of sale of large cattle shall be governed by special laws