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Roman v. Grimalt (1906) Torres, J. Short version: Seller offered to sell a boat to buyer. There were 2 versions of the story. Accdg to seller, they were able to agree on a price, mode of payment, consent, and delivery. After the perfection of the contract, the boat sank. Accdg to buyer, they were not able to perfect the contract of sale because the seller was not able to present the proper papers and titles of ownership of the boat. Then the boat sank. Issue: who should bear the loss of the boat? SC says: the owner. If no contract of sale was actually executed, the loss of the boat must be borne by its owner and not someone who only intended to buy it and who was unable to buy it because of failure of the owner to show proper title. There was a seller (Roman) and buyer (Grimalt) of a boat.

Sellers version of what happened: Through a certain Fernando (lets call him the middleman), a buyer and seller verbally agreed to a sale of a schooner (boat). Buyer agreed to buy the boat and offered to pay in 3 instalments of P500 each. If seller agrees to this payment plan, the sale becomes effective. Seller agreed on the plan and notified the buyer through the middleman, that from this day forward the boat was the buyers, and seller even offered to deliver the boat at once to the buyer. And so, the contract has been closed (I assume this means perfected). Unfortunately, the boat sank in Manila Harbor because of a storm. Seller is demanding payment. Buyer fails to pay. Seller files a complaint with CFI. Buyers version of the story: Both of them met in a public establishment and seller personally proposed the sale of the boat, saying that it was sea worthy That he, as the buyer, accepted the offer with the condition that the title and papers are satisfactory and that the boat is sea worthy Both parties called a notary public. The notary examined the papers and said that these were insufficient to show the ownership of the boat The seller then tells him that he would perfect the titles. After a while, the seller calls him to close the sale. (I guess t his means to perfect the sale) Buyer then writes to seller to set up a meeting but buyer finds out that seller did nothing to fix his titles. Buyer denies that the contract was completed, and that the price and method of payment have been agreed upon. Buyer also denies that an attempt to deliver was made. Issue: Who should bear the loss of the boat? Held: The owner (the seller). Ratio: A sale shall be considered perfected and binding as between vendor and vendee when they have agreed as to the thing which is the object of the contract and as to the price, even though neither has been actually delivered. (CC 1450) Ownership is not considered transmitted until the property is actually delivered and the buyer has taken possession of the value and paid the price, in which case the sale is considered perfected. When the sale is made by means of a public instrument the execution thereof shall be equivalent to the delivery of the thing which is the object of the contract. (CC 1462) Both parties have negotiated the sale of the boat for several days. They agreed to its sale, its price, and to its manner of payment, with the condition that the papers are in order. This was stated in the letter written by the buyer. The sale of the boat was not perfected because the buyer did not consent to the deed of transfer because the title of the boat was not in the sellers name, but in anothers. If no contract of sale was actually executed, the loss of the boat must be borne by its owner and not someone who only intended to buy it and who was unable to buy it because of failure of the owner to show proper title. The boat sank before the seller complied with the condition of showing the buyer the proper papers. The buyer did not have an obligation to pay the price, the purchase had not been concluded.

Re: Applicability of CC articles CC 1452, relative to the injury or benefit of the thing sold after a contract has been perfected, and CC 1096 and 1182, relative to the obligation to deliver a specified thing and the extinction of such obligation when the thing is either lost or destroyed, are not applicable. st The 1 par of CC 1460 (and Sec 335 of the Code of Civil Procedure) is not applicable. o These provisions contemplate the existence of a perfected contract which cannot be enforced because of entire loss of the thing or made the basis of an action in court through failure to conform to the requisites provided by law. Complaint dismissed. (buyer won)