SALES

(Title VI, Arts. 14581637)

Obligations of the vendor

Conditions and Warranties
ART. 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.

(1) Redhibition is the avoidance of a sale on

account of some vice or defect in the thing sold,

which renders its use impossible, or so
inconvenient and imperfect that it must be
supposed that the buyer would not have
purchased it had he known of the vice.

(2) Redhibitory action is an action instituted to

avoid a sale on account of some vice or defect in
the thing sold which renders its use impossible, or
so inconvenient and imperfect that it must be
supposed that the buyer would not have
purchased it had he known of the vice. The object
is the rescission of the contract. If the object is to
procure the return of a part of the purchase price
paid by the vendee, the remedy is known as
accion quanti minoris or estimatoris.

3) Redhibitory vice or defect is a defect in

the article sold against which defect the
seller is bound to warrant. The vice or defect
must constitute an imperfection, a defect in
its nature, of certain importance; and a minor
defect does not give rise to redhibition. The
mere absence of a certain quality in the thing
sold which the vendee thought it to contain is
not necessarily a redhibitory defect. One
thing is that the thing lacks certain qualities
and another thing is that it positively suffers
from certain defects.

EXAMPLE:
S sold to B two carabaos for P10,000.00. If one carabao is
defective, S is liable for his warranty on the defective
animal
only. In other words, B is not entitled to return the sound
carabao unless he can show that he would not have
purchased it without the defective one.
Such intention is presumed when the carabaos bought are
a male and a female but S may prove the contrary as, for
example, B has no present need or use for two carabaos.
In any event, B can accept the defective carabao and
demand
a proportionate reduction of the price.

ART. 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.
ART. 1574. There is no warranty against hidden
defects of animals sold at fairs or at public
auctions, or of livestock sold as condemned.
(It is based on the assumption that the defects must
have been clearly known to the buyer.)

ART. 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.
ART. 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.

To be considered redhibitory, the

defect must not only be hidden. It must
be of such a nature that expert
knowledge is not sufficient to discover it.
However, if the veterinarian failed to
discover it through his ignorance, or
failed to disclose it to the vendee through
bad faith, he shall be liable for damages.
The responsibility is his and not the
vendors.

ART. 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.
ART. 1578. If the animal should die within
three
days after its purchase, the vendor shall
be liable if the disease which caused the
death existed at time of the contract.

Responsibility of vendor where animal dies.

If the animal sold is suffering from any disease at the
time of the sale, the vendor is liable should it die of said
disease within three days from the date of the sale (not
date of delivery). This claim of the vendee must be
based on a finding of an expert that the disease causing
the death existed at the time of the contract.

ART. 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
redhibitory fault or defect.
ART. 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 he has been
fixed for the exercise of the redhibitory action.

Accion Redhibitoria
vs. Accion Quanti Minoris
ART. 1581. The form of sale of
large cattle shall be governed by
special laws.
(Act No.4117)
-the sale must appear in a public
document

Chapter 5
OBLIGATIONS OF THE
VENDEE
ART. 1582. The vendee is bound to

accept delivery and to pay the price of

the thing sold at the time and place
stipulated in the contract. If the time
and place should not have been
stipulated, the payment must be made
at the time and place of the delivery of
the thing sold.
(pertinent rules)

ART. 1583. Unless otherwise agreed, the buyer

of goods is not bound to accept delivery
thereof by installments. Where there is a
contract of sale of goods to be delivered by
stated installments, which are to be separately
paid for, and the seller makes defective
deliveries in respect of one or more
installments, or the buyer neglects or refuses
without just cause to take delivery of or pay
for one or more installments, it depends in
each case on the terms of the contract and the
circumstances of the case, whether the breach
of contract is so material as to justify the
injured party in refusing to proceed further
and suing for damages for breach of the entire
contract, or whether the breach is severable,
giving rise to a claim for compensation but not
a right to treat the whole contract as broken.

Facts: S agreed to deliver to B monthly for a period of ten

years a specified amount of water gas tar and coal gas tar. S
failed to make delivery up to a certain date and flatly refused
to make any delivery under the contract.
Issue: May B sue for breach of the entire contract?
Held: Yes. As a general rule, a contract to do several things

at several times is divisible in nature, so as to entitle the

injured
party to damages from time to time for breaches as they
occur.
But an unqualified and positive refusal to perform a contract,
though the performance thereof is not yet due, may be
treated
as a complete breach entitling and requiring the injured party
to recover all his damages in one suit.

examining
them
for the purpose of ascertaining whether they
are
in
conformity with the contract, if there is no
stipulation
to
the
contrary.
Unless otherwise agreed, when the seller
tenders
delivery of goods to the buyer, he is bound,
on
request,
to afford the buyer a reasonable opportunity
of examining the goods for the purpose of
ascertaining
whether they are in conformity with the
contract.

goods
shall
not
be
delivered by the carrier to the buyer
until
he
has
paid
the price, whether such terms are
indicated
by
marking
the goods with the words collect on
delivery,
or
otherwise, the buyer is not entitled to
examine
the
goods before the payment of the price,
in
the
absence
of agreement or usage of trade
permitting
such
examination.
(n)

ART. 1585. The buyer is deemed to have

accepted the goods when he intimates to the
seller that he has accepted them, or when the
goods have been delivered to him, and he does
any act in relation to them which is
inconsistent with the ownership of the seller, or
when, after the lapse of a reasonable time, he
retains the goods without intimating to the
seller that he has rejected them. (n)

Modes of manifesting acceptance.

(1) Express acceptance takes place when the

buyer, after delivery of the goods, intimates to

the seller, verbally or in writing, that he has
accepted them.
(2) Implied acceptance

acceptance of the goods by the

buyer shall not discharge the seller
from liability in damages or other
legal remedy for breach of any
promise or warranty in the contract
of sale. But, if, after acceptance of
the goods, the buyer fails to give
notice to the seller of the breach in
any promise of warranty within a
reasonable time after the buyer
knows, or ought to know of such
breach, the seller shall not be
liable therefor. (n)

Acceptance, not a bar to action for damages.

acceptance of the goods by the buyer (Art.

1585.) does not discharge the seller from

liability in damages or other legal remedy (like
rescission) for breach of any promise (Art.
1546.) or warranty in the contract of sale.

ART.
1587.
Unless
otherwise
agreed, where goods are delivered
to the buyer, and he refuses to
accept them, having the right so to
do, he is not bound to return them
to the seller, but it is sufficient if he
notifies
the seller that he refuses to accept
them. If he voluntarily constitutes
himself a depositary thereof, he
shall be liable as such. (n)

ART. 1588. If there is no

stipulation as specified in the
first paragraph of article 1523,
when the buyers refusal to
accept the goods is without just
cause, the title thereto passes
to him from the moment they
are placed at his disposal.

ART. 1589. The vendee shall owe

interest for the
period between the delivery of the
thing and the payment
of the price, in the following three
cases:
(1) Should it have been so
stipulated;
(2) Should the thing sold and
delivered produce
fruits or income;
(3) Should he be in default, from

ART. 1590. Should the vendee be disturbed in the

possession or ownership of the thing acquired, or
should he have reasonable grounds to fear such
disturbance, by a vindicatory action or a foreclosure of
mortgage, he may suspend the payment of the price until
the vendor has caused the disturbance or danger to cease,
unless the latter gives security for the return of the price
in a proper case, or it has been stipulated that,
notwithstanding any such contingency, the vendee shall
be bound to make the payment. A mere act of trespass
shall not authorize the suspension of the payment of the
price. (1502a)

ART. 1593. With respect to movable

property, the rescission of the sale

shall of right take place in the interest
of the vendor, if the vendee, upon the
expiration of the period fixed for the
delivery of the thing, should not have
appeared to receive it, or having
appeared, he should not have
tendered the price at the same time
unless a longer period has been
stipulated for its payment.

ART. 1591. Should the vendor

have reasonable grounds to fear

the loss of immovable property
sold and its price, he may
immediately
sue
for
the
rescission of the sale.
Should such ground not exist,
the provisions of article 1191
shall be observed. (1503)

ART. 1592. In the sale of immovable

property, even though it may have

been stipulated that upon failure to
pay the price at the time agreed
upon the rescission of the contract
shall of right take place, the vendee
may pay, even after the expiration
of the period, as long as no demand
for rescission of the contract has
been made upon him either judicially
or by a notarial act. After the
demand, the court may not grant
him a new term. (1504a)