Академический Документы
Профессиональный Документы
Культура Документы
1458 (1)
Art. 1458. By the contract of sale one of the
contracting parties obligates himself to transfer the
ownership and to deliver a determinate thing, and
the other to pay therefor a price certain in money or
its equivalent.
Q:
A:
I. In General
Contract to sell
Q: Is a Contract of Sale gratuitous?
A: No. It is onerous otherwise the transfer of
ownership could be a donation. Note, donation is not a
contract, it is an act. (Uribe)
1. Upon fulfillment of
the
suspensive
condition, which is the
full payment of the
purchase
price,
ownership
will not
automatically transfe
r
to
the
buyer
although the property
may
have
been
previously delivered
to
him.
The
prospective seller still
has to convey title to
the prospective buyer
by entering into a
contract of absolute
sale.
The obligation of the
seller to sell becomes
demandable
only
upon the happening
of the suspensive
condition, that is, the
full payment of the
purchase price by the
buyer. It is only upon
the existence of the
contract of sale that
the seller becomes
obligated to transfer
the ownership of the
thing sold to the
buyer. Prior to the
existence
of
the
contract of sale, the
seller is not obligated
to
transfer
the
ownership
to
the
buyer, even if there is
a contract to sell
between them.
Q:
Q:
A:
Q:
Where does the
distinction
lie
between
conditional contract of sale
and contract to sell (See
Carrascoso, Jr. vs.
CA; Ursal vs. CA) Conditional
contract of sale
1. The fulfillment of the
suspensive condition renders
the sale absolute and affects
the sellers title thereto such
that if there had already been
previous delivery of the
property subject of the sale to
the
buyer,
ownership
thereto automatically transfer
s to the buyer by operation of
law without any further act
having to be performed by the
seller.
4. There is
greater
freedom
in
determining
the price
5. the giving of
the price may
generally end
the obligation
of the buyer.
5. the giving of
the object in lieu
of the credit may
extinguish
completely
or
partially
the
credit
(depending upon
the agreement)
NOTE: If the pre-existing obligation is not in
money, it will not be covered by the law on
sales but the law on novation. Dacion may
also be covered by the law on sales whether
the pre-existing obligation is a debt in money.
offered in lieu of
the
original
credit.
4.
There
is
lesser freedom
in
determining
the price.
Art.
1403.
The
following
contracts
are
unenforceable, unless they are ratified:
x x x (2) Those that do not comply with the
Statute of Frauds as set forth in this number. In the
following cases an agreement hereafter made shall
be unenforceable by action, unless the same, or
some note or memorandum, thereof, be in writing,
and subscribed by the party charged, or by his
agent; evidence, therefore, of the agreement
cannot be received without the writing, or a
secondary evidence of its contents:
(a) An agreement that by its terms is
not to be performed within a year
from the making thereof;
(b) A special promise to answer for
the debt, default, or miscarriage of
another;
(c)
An
agreement
made
in
consideration of marriage, other than
a mutual promise to marry;
(d) An agreement for the sale of
goods, chattels or things in action, at
a price not less than five hundred
pesos, unless the buyer accept and
receive part of such goods and
chattels, or the evidences, or some
of them, of such things in action or
pay at the time some part of the
purchase money; but when a sale is
made by auction and entry is made
by the auctioneer in his sales book,
at the time of the sale, of the amount
and kind of property sold, terms of
sale, price, names of the purchasers
and person on whose account the
sale is made, it is a sufficient
memorandum;
(e) An agreement of the leasing for a
longer period than one year, or for
the sale of real property or of an
interest therein;
(f) A representation as to the credit of
a third person.
2.
As to whether the object is tangible or
intangible/ corporeal or incorporeal
a. sale of thing
b. sale of right
3.
4.
condition
1.
Contract for a piece of work
(Massachusetts rule) Art. 1467
Art. 1467. A contract for the delivery at a certain
price of an article which the vendor in the ordinary
course of his business manufactures or procures
for the general market, whether the same is on
hand at the time or not, is a contract of sale, but if
the goods are to be manufactured specially for the
customer and upon his special order, and not for
the general market, it is a contract for a piece of
work.
Q: A and B went to an outlet of shoes. A, not finding
any pair of shoes which fits him, had to order a pair of
shoes, to be delivered after 15months according to
the verbal agreement between A and the store owner.
As shoe size is 23inches. B
found a picture of
shoes in the store normally sold in the market but not
available at that time, to be delivered after
15months, at P5,000 per pair, payment upon
delivery. Contract for a piece of work?
A: As to A, it is a contract for a piece of work. But as
to B, it is contract of sale.
Q: May the contracts entered into by A and B covered
by the Statute of Frauds?
A: Both YES. Article 1403(2a)An agreement that by
its terms is not to be performed within a year (in this
case 15months
pa nga eh) from the making
thereof.
Q: What if the agreement for delivery is 6months,
covered by Statute of Frauds?
A: Yes. Article 1403(2d)an agreement for the sale
of goods, chattels or things in action, at a price not less
than 500 pesos
shall be in writing.
2.
Contract of Lease with option to buy
Art. 1485
Art. 1485. The preceding article shall be applied to
contracts purporting to be leases of personal
property with option to buy, when the lessor has
deprived the lessee of the possession or
enjoyment of the thing.
3.
Dacion en Pago Art. 1245
Art. 1245. Dation in payment, whereby property is
alienated to the creditor in satisfaction of a debt in
money, shall be governed by the law of sales.
4.
Barter or Exchange Arts. 1468,
1638, 1954
Art. 1468. If the consideration of the contract
consists partly in money, and partly in another
thing, the transaction shall be characterized by the
manifest intention of the parties. If such intention
does not clearly appear, it shall be considered a
barter if the value of the thing given as a part of the
consideration exceeds the amount of the money or
its equivalent; otherwise, it is a sale.
Art. 1638. By the contract of barter or exchange one
of the parties binds himself to give one thing in
consideration of the other's promise to give
another thing.
5.
Agency to sell Art. 1466
Art. 1466. In construing a contract containing
provisions characteristic of both the contract of
sale and of the contract of agency to sell, the
essential clauses of the whole instrument shall be
considered.
a.
absolute Arts. 1327, 1328,
Art. 234 Family Code as amended by RA 6809
b.
relative Art. XII, Secs. 7 & 8,
1987 Constitution
Arts. 1490-1492, 1533(5),
1476(4), Art. 124 Family Code
Art. 1489. All persons who are authorized in this Code to
obligate themselves, may enter into a contract of sale,
saving the modifications contained in the following
articles.
Where necessaries are those sold and delivered to a
minor or other person without capacity to act, he must
pay a reasonable price therefor. Necessaries are those
referred to in Article 290.
Art. 1390. The following contracts are voidable or
annullable, even though there may have been no
damage to the contracting parties:
(1) Those where one of the parties is incapable
of giving consent to a contract;
(2) Those where the consent is vitiated by
mistake,
violence,
intimidation,
undue
influence or fraud.
A:
NO.
Q: What may
consent?
A: Relative or
intend to be
contracts.
FORGERY.
10
2.
Subject Matter (things and
rights) Arts. 1347, 1311, 1636 (goods)
Requisites
Art.
1458(1),
1459-1462, 1347-1349
Rules on the object of a
contract of sale Arts. 1463-1465
Assignment of Credit and
other incorporeal rights Arts. 1624-1635
Right as an object is not a SALE but ASSIGNMENT. It
may be in the form of donation or dacion en pago. The
SC is consistent that dacion en pago involves not a
thing but a RIGHT.
Requirement as to RIGHT:
11
Q:
A:
Sale of a dog?
VOID. Not determinate.
Q:
A:
Q:
A:
12
Art. 1473. The fixing of the price can never be left to the
discretion of one of the contracting parties. However, if
the price fixed by one of the parties is accepted by the
other, the sale is perfected.
13
C.
III.
Natural Elements
1. warranties
2. subrogation
Accidental Elements
A.
When perfected Arts. 1475-1476,
1479(1)
B.
Contract of Option/ Option Clause/Deed
of Option Arts. 1479, 1324
A:
14
Q:
Sale of a parcel of land for 350, not in
writing. Status?
A:
Unenforceable. Basta real property, it
must be in writing. Otherwise, unenforceable. Price
is
irrelevant.
Q:
A bought bag for 3T a week ago. Later
he sold it for 40T. May it be a valid sale?
A:
Yes. What is relevant in Statute of
Frauds is the price, not the value of the thing. May it
be
covered by Statute of Frauds?
Yes, agreement not to be performed within a year.
Q:
Is there a sale which may be considered
void for failure of the parties to comply with
some form?
15
A:
Yes. Sale of large cattle. Sale must be in
a public instrument, registered, and certificate of
title
must be obtained for the sale to be valid.
A written note or memorandum, embodying the
essentials of the contract and signed by the party
charged, or his agent, suffices to make the verbal
agreement enforceable, taking it out of the operation of
the Statute of Frauds. (Paredes vs. Espino)
The Statute of Frauds is applicable only to executor
contracts, not to contracts either partially or totally
performed. (Inigo vs. Estate of Maloto)
The necessity of a public instrument provided for in
Article 1358 is only for convenience, not for validity or
enforceability. (Dalion vs. CA)
A sale of a piece of land appearing in a private deed
cannot be considered binding on third persons if it is not
embodied in a public instrument and recorded in the
Registry of Deeds. (Santos vs. Manalili)
A.
To transfer ownership
Who can transfer ownership
General Rule Arts. 1505-
1506, 1547
Cuison vs. Remoto Where
party has a prior existing interest which is
unregistered at the time he acquired interest has
the effect of registration as to him; No one can
give what
he does not have.
the
IV.
Rights and Obligations of the Vendor Art.
1495
Art. 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.
16
17
Q:
A lost his ring in a hold-up. It was found in a
pawnshop. Can the robber redeem
the ring?
A:
NO.
Q:
A noticed the ring from B and Asked for the return
of the ring. Can B be
compelled to return the ring to
A?
A:
YES. The owner can recover the ring as long as
he reimburses B for the amount
if B acquired the
ring in good faith (Article 559) because the owner of the
thing
was unlawfully deprived of the thing.
Q:
May a person sell something which does not
belong to him?
A:
YES. Because the law does not require oqnership.
As long as the essential
requisites are present. Ex.
Agency
Seller may be able to transfer ownership as long
as he has the right to sell.
Article 1547
Q:
If the seller has no authority from the owner, may
he have the authority to sell?
A:
YES. a) owner-agent
b) judicial-sheriff
c)
lawexecutors/administrators/guardians/notary public
Q:
When should the seller have the right to sell in
order for the buyer to acquire ownership?
A:
Generally, Art. 1459-right to transfer ownership at
the time the thing is delivered.
Specifically, Art. 1547-at the time when ownership
is to pass.
Q:
A painting was stolen from R. Three years
thereafter, she noticed the painting on the wall of M. It was
the painting stole from R. R asked M how he acquired the
painting and he said that it was by gallery auction.
Can M be compelled to return the painting to R?
A:
YES. R can demand the return of the painting.
Only those who would buy from a
public sale in good
faith that are protected in the sense that the can retain the
thing bought until they are reimbursed. If they did
not buy the thing from public sale, they are not protected by
law, therefore they are compelled to deliver
without
reimbursement because it was not acquired in a public
auction
Gallery auction is not a public sale. It is by
invitation. Si Uribe daw naimbitahan
na
minsan
sa
Makati sa isang Gallery auction. Sosyal!
Merchants store is a public sale.
By way of exception, the buyer may acquire
ownership because the buyer acquire no better title than
what the seller had.
Merchant store has no right to sell.
If A bought the item from a merchant store but the
owner was not unlawfully
deprived of the thing nor was
the thing lost, the buyer becomes the absolute
owner of
the thing.
Q:
Can B recover from Y the fruits sold to Y?
A:
YES. During the one month period B is already
entitled to the fruits but he may
not
recover
because e may not have real rights until the fruits are
delivered.
Article 1164
18
Risk
of
Loss
or
Deterioration
(Total/Partial Arts. 1504, 1480, 1493-1494, 1538 (1189),
1163, 1174
19
20
Q:
After delivery who will bear the loss?
A:
General Rule- Owner(buyer) res perit domino
Article 1504
It is important to determine the nature of the thing,
whether generic or specific. Then consider the cause of
the loss. Then consider whether the loss occurred before, at
the time or after the perfection of the contract.
Q:
When there was actual delivery, may the seller
bear the loss under the res perit
domino rule?
A:
YES. When the seller reserves ownership. Article
1504
Q:
There was actual delivery, however, ownership is
still with the seller, may the
buyer bear the loss?
A:
By express stipulation of the parties, buyer will
bear the loss even when the ownership was still with the
seller.
A:
Yes, if by the buyers fault, he delays in obtaining
the goods. (Art. 1504 [2])
Q:
Ownership has already passed to the buyer but
the goods were still with the seller. When would the seller
bear the loss?
A:
If through the sellers fault, he delays in delivering
the goods.
Q:
A sold a parcel of land to B who did not register
the sale. Thereafter, A sold the
very same land to C
who registered and obtained a new TCT in his name. Who
would have a better right?
A:
C, if he registered the sale in good faith. If not, the
first buyer will have a better right.
Q:
Q:
How could a first buyer be in bad faith, eh first
buyer na nga sya?
A:
If he knows a defect in the sellers title.
The law requires registration in good faith. A
person may not have knowledge
at the time of
perfection of sale but he has knowledge after the sale up to
the
time of registration. In that case, he will not be a
registrant in good faith. Normal
yung ngayon ang
bentahan, bukas o makalawa o sa susunod na buwan pa
ang
registration.
Q:
A sold a parcel of land to B. After the sale, they
entered into a contract of lease.
Who would be the
lessor?
A:
The lessor now is the buyer (new owner) B.
Q:
A sold again the parcel of land to C who took
possession of the land without
knowledge of the
prior sale. Who will have a better right?
A:
B. Possession need not be actual. B is already in
legal possession having leased
the property to A.
This a case of constitutum possessorium.
Q:
A sold a parcel of land to B who took physical
possession immediately. A
delivered the land to B.
Thereafter, A sold the land to C who registered the sale
without knowledge of the prior sale. Who has a
better right?
A:
C
Q:
A:
system.
Q:
How could C registered the sale if the first sale is
unregistered?
A:
Because there can be a registration of sale
involving unregistered land.
21
22