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###########################Contract of Sale. By the contract of sale one of the
contracting parties obligates himself to transfer the ownership of and to
deliver a determinate thing and the other to pay therefore a price certain in
money or its equivalent.Contract of Sale#Contract to Sell##Title over the
property passes to the buyer upon delivery unless there is a contrary
agreement#Ownership is retained by the seller whether or not there is delivery.
Ownership passes to the buyer only upon full payment of the price##Non-payment
of the purchase price is a negative resolutory condition, meaning the sale
becomes ineffective upon the happening of such condition#The payment in full is
a positive suspensive condition, meaning, if the purchase price is not paid, the
obligation to deliver and to transfer ownership on the part of the seller does
not become effective##After delivery of the objective, the seller loses
ownership over it. Unless, the contract is set aside, he cannot recover the
object#Whether there is delivery or not, the seller retains the ownership of the
object. If the seller, due to non-payment of the price is ousting the buyer from
the property, he (seller) is not rescinding the contract of sale but is
precisely enforcing it.##Pactum Reservatii Domini#Contract to Sell##Conditional
Sale there is already a contract of sale#No contract to sale only, a preparatory
contract##There is already delivery but ownership retain by seller#No delivery
yet. No sale yet##Specific Performance/Rescission#No specific
performance/rescissionno contract yet##Payment completes the
transaction#Payment will not complete transaction##Phases or Stages of A
contract of Sale1. Preparation, conception or generationthe period of
negotiation and bargaining, ending at the moment of agreement of the parties2.
Perfection or Birth of the Contract3. Consummation or deathwhich is the
fulfilment or performance of the terms agreed uponCharacteristics or Features of
Contract of Sale (NBC-COP)1. NominateIt has a specific name given by law.2.
Bilateralboth parties are obliged to fulfil reciprocal obligations to one
another.3. ConsensualIt is perfected by mere consent4. CommutativeThe thing
sold is equivalent of the price paid5. OnerousThe thing sold is conveyed in
consideration of the purchase price and the purchase price is paid in
consideration of the conveyance of the thing.6. PrincipalIts existence does not
depend upon the existence and validity of another contractElements of Contract
of Sale1.Essential Elementsnecessary for the validty of the sale.
a.
Meeting of the minds of the seller and the buyer
b. Object which is certain
and determinate
c. Price certain2. Natural Elementsthose which are inherent
in the contract and are deemed to exist in the contract of sale in the absence
of clear contrary agreement. a. Warrant against eviction
b. Warranty against
hidden defects3. Accidental ElementsMay or may not exist depending on the
stipulations of the parties like conditions, payment of interest, place and time
of payment.Object Must be Licit or Lawful. There are two kinds of illicit
things:
a. Illicit per sewhen by its nature it is heinous, immoral or
wrongful
b. Illicit per accidenswhen it is prohibited by lawWhen is a thing
determinate?
a. When it is particularly designated or physically segregated
from all others of the same class. b. The thing is capable of being made
determinate, at the time the contract is entered into, w/o the necessity of a
new or further agreement between the parties.Emptio rei sperataea sale of an
expected thing subject to the condition that the thing will come to existence.
If the thing did not come into existence, the contract is not effective and the

buyer has no obligation to pay the price. Presumption is in favor of this kind
of sale, because it is more in keeping with the commutative character of a sale.
Emptio speia sale of a hope or expectancy. The contracting parties intended
that contract of sale to exist at all events, whether or not the expected thing
will come into existence such that the buyer will have to pay the purchase
price, such that the contract becomes aleatory in nature.Emptio rei speratae vs.
Emptio speiEmptio rei speratae#Emptio spei##Sale of a thing having a potential
existence#Sale of a mere hope or expectancy##The uncertainty is with regard the
quantity and quality but not with regard the existence of the thing#The
uncertainty is with regard the existence of the thing##The contract deals with a
future thing#The contract deals with a present thingthe hope or expectancy##The
sale is subject to the condition that the thing should exist, so that if it does
not, there is no contract for lack of an essential requisite#The sale produces
effects eventhough the thing itself does not come into existence, since the
subject matter is the hope itself##Future Goods that may be subject of a
contract of sale1. Goods to be manufactured yet2. Goods to be acquired by the
seller after the perfection of contract of sale3. Goods that depends upon a
contingency that may or may not happenPurchase of an Undivided Share in Specific
Mass of Fungible Goods. Rules:1. If the aliquot part purchased from the seller
is more than the whole undetermined mass after it had been weighed or measured,
then the buyer becomes the owner of the entire mass.2. If the aliquot part
purchased is less than the whole undetermined mass, the purchaser will become
the co-owner of the whole mass in the proportion in which the number, weight or
measure of what had been purchased bears to the number, weight or measure of the
mass or stock.Sale vs. AgencySALE#AGENCY##The buyer pays for the price of the
goods/property purchased#The agent does not pay for the price. He merely
accounts for the proceeds of the sale.##The buyer becomes the owner of the
goods/property purchased#The agent does not become the owner of the
goods/property delivered to him for sale.##Buyer cannot return the
goods/property when the sale is defective#The agent returns the goods/property
if he was not able to sell the same##The seller warrants the goods/property
sold#The agent does not make any warranty as long as he acts within his
authority and in the name of the principal##The seller has full freedom to enter
into any terms or conditions on the contract of sale#The agent must follow the
instructions of the principal##Contract for a Piece of WorkThe article sold is
specially manufactured and upon the special order of the customer. Article is
not sold in the ordinary course of business. (See. Concrete Aggregates vs. CTA)
Contract for a piece of work#Contract of Sale##The thing transferred is one not
in existence and w/c never would have existed but for the order of the party
desiring to acquire it#The thing transferred is one which would have existed and
would have been the subject of sale to some other person, even if the order had
not been given##The services dominate the contract eventhough there is a sale of
goods involved#The primary objective of the contract is a sale of the
manufactured item; it is a sale of goods eventhough the item is manufactured by
labor furnished by the seller and upon previous order of the customer##Not w/in
the Statute of Frauds#Governable by the Statute of Frauds##Rules if
Consideration is partly Money and Partly Goods1. Determine the intention of the
parties.2. If intention could not be determined, consider the value of the thing
given:
a. If value of the thing more than value of the money, it is BARTER
b. If value of the thing less than value of the money, it is SALE
c.
If both values are the same, SALEMoney Exchange.If local currency is exchanged
for foreign currencythere is purchase and sale.If the local currency is
exchanged with other denominations of the local currency also, there is barter
(Same rule if Foreign Currency exchanged in the Philippines for another foreign
currency)PRICE- the sum stipulated as the equivalent of the thing sold and also
every incident taken into consideration for the fixing of the price, which was
agreed upon by both parties.Rules if there is no specific amount stipulated as
purchase price1. It is still certain if it is determinable by making reference
to another thing which is itself certain2. It is still certain if determination
is entrusted to the judgment of a specified person or persons3. By reference to
certain fact or facts (such as in Art. 1472when the price is fixed is that
which the thing sold would have on a definite day or a particular exchange)
Effect if 3rd Person fixed the price
General Rule: It is binding upon the
parties
Exceptions: 1. When

the 3rd person acts in bad faith 2. When the 3rd person disregards the
specific instructions or the procedure marked out by the partiesEffect when the
price is not fixed by the 3rd person designated1. If the 3rd person refuses or
cannot fix the price, the contract shall become ineffective, unless the parties
subsequently agree upon the price2. If the 3rd person is prevented from fixing
the price by the fault of the seller or buyer, the party not in fault may obtain
redress against the party in fault.Effect of Gross Inadequacy of Price. No
effect.
Exceptions: (meaning, sale is set aside)1. If consent is vitiated,
such as VIMFU (Violence, Intimidation, Mistake, Fraud, Undue influence)2. If the
parties intended a donation or some other act or contract3. If the price is so
low as to be shocking to the conscienceEffect of Simulated Price. Sale is void,
unless it could be shown that the p