Chiang Kai Shek College

Faculty of Business, Arts and Sciences

COURSE SYLLABUS

Atty. Danny Chan

Http://danny.opuschan.com
Email: dchan@ateneo.edu
Mobile: (920) 5134052

Course Title: LAW ON SALES, AGENCY AND LABOR

Course Code: SAGLAB
Course Credit: 3 units
Course Description:

The course gives students a brief introduction to the laws on Special

Contracts under Civil Code - - Sales, and Agency - - and Labor Law. The
students will review basic concepts of obligations and contracts and
study the in details the nuances of buying and selling through case
studies from Supreme Court decisions. The Course will also touch on the
application of the E-Commerce Law on Sales, as well as the special laws
on Bulk Sales, and on Retail Trade. Finally, the course will touch on
Labor Standards and relevant computations of wages and tax.
Course Objectives:
At the end of the course, the students should be able to:
1.
Correlate the basic principles of Oblicon Law to Sales Contracts
2.
Differentiate a Sales Contract from other contracts.
3.
Summarize the requisites of valid sales
4.
Identify the remedies available to consumers for various breaches of Sales
contracts
5.
Apply the requisites of performing transactions thru other people.
6.
Comprehend basic labor standards and legal requirements
Course Plan
Time
frame/
Week No.

Topics

Orientation

Activities

Expected Output Evaluation

Lecture

1) Self
Study

Review of Obligations
and Contract Law

2)

Introduction to Sales
Contracts

3)

Agency

4)
5)

Parties and Subject

Matters

6)
7)

Price and Terms of

Payment

8)

Option contracts
Obligation of Seller

Students review the

key concepts and
basic rules

Reinforced the
Take Home
concepts and basic Quiz
rules in oblicon
laws to serve as
introduction to
sales
Sales Contract will be Identify key
Quiz
compared and
distinguishing
Graded
contrasted with other characteristics and Recitation
special contracts thru requisites of sales
illustrations
Evaluate various
Identify the
Draft
examples to know the various kinds of Sample SPA
requisites of agency agencies and their
requisites
Evaluate various
Identify who can Quiz
examples to confirm if and who cannot Graded
they conform to the enter into sales
Recitation
requisites of the law contracts; and
on proper parties and evaluate what are
valid subject matters the proper subject
matter of sales
Evaluate various
Identify what are Quiz
examples to confirm if the requisites of Graded
they conform to the valid prices of a Recitation
requisites of the law sales contract,
on price and when
who can decide
time of payment is
the price, and
material
when time of
payment is
required to be
stated in the
contract
Evaluate various
Differentiate
Quiz
examples to analyze Option contracts Graded
the requisites of a
from earnest
Recitation
valid option contracts money from
continuing offers.
Enumerate the
various
obligations of
sellers. Identify
what are the things
buyers can
demand in sales
transaction

9)

Midterm Exam

10)
11)

Delivery
Double Sales

Midterm Exam

Midterm Exam

Midterm
Exam
Quiz
Open Forum

Evaluate various
Explain and
examples to know
contrast the
when there is a
various options for
delivery. Also identify buyers of
the options in case the properties subject
property is sold to
of double sales.
another.
Classify by
hierarchy of rights
who has priority in
double sales.
12)
Installment Sales
Evaluate various
Differentiate the Quiz
examples to know the two installment Graded
circumstances when sales law. Identify Recitation
the protection
the rights of
afforded by Recto
buyers on
Law and Maceda Law installment and
will apply.
apply them to case
scenarios.
13)
Warranties
Evaluate various
Identify the
Quiz
examples to know the default rules as far Graded
express and implied as product
Recitation
warranties and
warranties and
conditions of sales.
condtions
14)
Extinguishment and
Evaluate various
Identify how the Quiz
Redemption
examples to know the sales contract is Graded
instances when
extinguished and Recitation
redemption will apply. discuss the various
kinds of
redemption
15)
Bulk Sales Law and
Evaluate various
Know when
Quiz
Self Study Retail Trade Law
examples to know the foreigners can
Graded
instances when Bulk engage in retail
Recitation
Sales Law will apply. trade. Define what
is Bulk Sales.
Know what are the
conditions
precedent to sales
covered by the
Bulk Sales Law
Credit Transactions
Compare and Contrast
Reports
common securities
contracts
16)
Termination of Agency Evaluate various
Identify the
Open Forum
examples to know the various rules of

consequences of
agencies and their
substitution,
extinguishment
termination and
revocation of agency
16)

Labor Standards

Study the different

kinds of employees
and the minimum
standards provided
by law

Identify basic
labor rights and
compute

Quiz
Exercises
Computin
g of
Wages/Ov
ertime

17)

Termination

Know the causes

and distinguish valid
termination from
illegal termination.

Identify the legal

protection
provided by
state for security
of tenure

Reports of
the
Summary
of Case

Final Exam

Final Exam

Final Exam

18)

Final Exam

Topic Guide to Reference Articles

Please Download the detailed and comprehensive
Outline of the Law on Sales www.deanclv.net
1.
2.
3.
4.

Introduction to course
Overview of subject
Explanation of policies and grading system
Review of Basic Oblicon concepts
Kinds of Obligations
Sources of Obligations
Rules on Fortuitous Events
Rules on Defaults
Rules on Fruits
Rules Extinguishment of Obligations
Defective Contracts
1. Definition of Sales (1458)
2. Characteristic of Sales
3. Distinguished from: Donation, Barter, Contract for piece of work, agency
to sell, dacion en pago, lease
Agency
Requisites
Kinds
Special Power of Attorney

Effects of Agents Acts

Substitution of Agents
Revocation
Extinguishments
4. Requisites of Sale
Consent,
Subject matter,
Price
Parties to a Contract of Sale
1. Who may enter?
2. Minors
3. Spouses
4. Those prohibited by law under 1491 and 1492
Subject matter of sale
1. Must be existing, future or contingent
a. Emptio rei speratae (1461,1347)
b.Emptio Spei (1461)
c. Resolutory Condition (1465)
2. Licit (1347, 1459, 1575)
3. Determinate or determinable (1460)
a. Generic thing
b. Undivided interest (1463)
c. Undivided share in mass of
fungible goods (1464)
4. Quantity not essential for
Perfection
5. Obligation to transfer ownership only at time of delivery (1459,1505)
6. Legality of Sale (1409,1458, 1461 ,1462,1575)
Price (1469-1474)
1. Real (1471)
2. Money or equivalent (1458,1468)
3. Certain or ascertainable at time of perfection (1469)
a. By third person
b.By court
c. By reference to a definite day, particular exchange, market (1472)
d. Reference: to another thing certain
e. But never to one party to the contract (1473)
f. Effect of unascertainability (14740
4. Manner of payment of Price must be agreed upon
5. Inadequacy of price does not affect ordinary sale (1355,1470)
Midterm
Formation of Contract of Sale
1. Unilateral promise to sell (1479,1324)
2. Distinguish option from Right of first refusal
3. Perfection
4. Form of Sales (1358,1483)

5. Effected thru Electronic Commerce

Consummation (1493-1506) and Performance (1536-1544, 1582-1590)
1. Obligation of the Seller
a. Preserve the thing
b.Deliver thing with fruits and accessories
Physical delivery (1497)
Constructive Delivery (1498, 1499, 1513, 1514)
Constitutum Possessorium (1500)
c. Transfer ownership to vendee upon delivery (1477, 1478, 1496)
d.Buyers right to inspect (1481,1584)
e. Sales by description or sample (1481)
2.
3.
4.
5.
6.

Completeness of Delivery
Time and Place of Delivery
Effect of Delivery (1477)
Double Sales (1544)
Obligation of Buyer

Documents of Title (1507-1520)

Sale by a non-owner or one having voidable title
Loss, Deterioration, Fruits and other benefits
Remedies for Breach of Contract of Sale (1594-1599)
A. On the part of the Seller
1.Movables (1593, 1595, 1596)
2.Unpaid Seller (1524-1535)
3.Recto Law on Installment sale of personalty
4.Immovable (1591,1592)
5.Maceda Law on Installment Sale of Realty
B. On the part of the Buyer
1.
Movables
2.
Immovables
3.
Suspension of Payment
- Rescission in Sale of Immovable
- Distinction in remedy between Contract of Sale and Contract to Sell
- Conditions and Warranties
a. Conditions (1545)
b. Express Warranties (1546)
c. Implied Warranties (1547)
d. Effects of Warranties
e. Effects of Waivers
f. Buyers option in case if breach
of warranty (1599)
Extinguishment
a. In General (1231,1600)
b. Conventional Redemption (1601)
Equitable Mortgage (1602-1605)

Pactum Commissorum (2088)

Period of redemption
How to redeem (1611-16)
Fruits (1617)
c. Legal Redemption (1619)
Period
Instances of Legal Redemption
a.
co-heirs (1088)
b.
co-owners (1620)
c.
adjoining owners (1621-22)
d.
sale of credit in litigation (1634)
e.
redemption in tax sale (NIRC215)
f.
By judgment debtor (Sec 23, Rule 39 of Rules of Court )
g.
Extrajudicial Foreclosure
h.
Judicial Foreclosure
Assignment (1624-1635)
Bulk Sales Law (Act. 3952)
Retail Trade Liberalization and Anti Dummy Law
Labor Standards
- Employer/Employee Relations
- Kinds of Employees
- Wages
- Termination
(Due Process, Just/Authorized Causes, Separation Pay )
- Retirement
Finals

Course Requirements & Grading System:

The final grade will be as follows:
Recitation/Class Participation
Quizzes/Paper Assignment
Midterm Examination
Final Examination

12.5M/12.5F
12.5M/12.5F
25%
25%
100%

Class Policy:

1. Quizzes will be given at the start of classes for topics to be covered for the day
2. If classes are called off or shortened on Friday, then the class will be automatically

moved to the Saturday, unless otherwise indicated.

3. The teacher will attend class unless otherwise indicated by email or text. The

students are to wait quietly inside the room even beyond the 15 minute allowance.
4. If the teacher starts class with less than half of the class present, he will give a

5.

6.

7.
8.

surprise quiz. If he comes in later than 15 mins, those present when he comes in can
request a cancel the lowest quiz privilege.
Official attendance will be taken at the start of each class day. Late students will be
marked absent for the first hour but not for the second hour. However, students who
incur more than 9 hours of absences will be given a grade of W.
At the start of the sem, students are required to submit a 3" x 5" index card with 1" x
1" ID picture. Index Card must indicate the name of the students, ID No., the year
and course, high school, landline no., cell phone and email.
Any student who cheat in the exam or is caught plagiarizing a paper or portion
thereof will automatically fail the course.
Make up quiz will be allowed only in very meritorious cases and only if students
make arrangement ahead of time, but in no case more than once in a sem.

Textbook/s:
The Law on Sales, Agency and Credit Transaction Hector S. De Leon 2013
Everyones Labor Code - Cesar Azucena
References:
-

New Civil Code

Philippine Law on Sales Dean Cesar L. Villanueva, Rex Printing, 2009
Arellano University Lawphil Project www.lawphil.net
Outline on Oblicon
Outline on Labor Law
Supreme Court Cases www.supremecourt.gov.ph
Other cases/articles will be supplied as needed