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The present civil code adopts the common law concept of requiring the obligation to transfer the

ownership of the subject matter of the sale as a principal obligation of the seller

Both sets of obligations, are real obligations or obligations “to give” and can be the proper subject of
actions for specifi c performance

present Law on Sales has expanded the coverage to include generic objects which are at least
“determinable.” 1460

even if the subject matter of the sale was generic (determinable), the performance of the seller’s
obligation would require necessarily its physical segregation or particular designation, making the
subject matter determinate at the point of performance. the obligation to deliver and transfer
ownership can be performed only with the subject matter becoming specifi c or determinate

not meant to exclude certain generic things from validly becoming the proper subject matter of sale, at
the point of perfection.

To the author, the more appropriate term to use when an essential element is not present at meeting
of the mind is to declare a “no contract” situation.

On the other hand, when all three elements are present, but there is defect or illegality constituting any
of such elements, the resulting contract is either voidable when the defect constitutes a vitiation of
consent, or void as mandated under Article 1409 of the Civil Code.

Strictly speaking, there are only two stages in the “life” of a contract of sale, i.e., perfection and
consummation, since it is only at perfection that sale as a contract begins to exist in the legal world

“nominate and principal” characteristics of sale leads to the doctrine held by the Supreme Court that in
determining the real character of the contract, the title given to it by the parties is not as signifi cant as
its substance. contracts are not defi ned by the parties thereto but by the principles of law

all other contracts which have for their objective the transfer of ownership and delivery of possession of
a determinate subject matter for a valuable consideration, are governed necessarily by the Law on Sales

1475. Once there is a meeting of the minds as to the price, the sale is valid, despite the manner of its
actual payment, or even when there has been breach thereof.

The consensual characteristic of sale can be affected by modalities that by stipulation may be added into
the contractual relationship, such as a suspensive term or condition.

In sales with assumption of mortgage, the assumption of mortgage is a condition precedent to the
seller’s consent and therefore, without approval of the mortgagee, the sale is not perfected.”

The delivery and taking possession of the subject matter by the buyer with the knowledge or consent of
the seller, would not bring about the perfection and binding effect of the sale, when there is no
agreement yet on the final price.
Sale is a bilateral contract embodying reciprocal obligations, which imposes obligations on both parties
to the relationship, and the obligation or promise of each party is the cause or consideration for the
obligation or promise of the other.

Reciprocal obligations are “those which arise from the same cause, and in which each party is a debtor
and a creditor of the other, such that the obligation of one is dependent upon the obligation of the
other.

The legal effects and consequences of sale being a bilateral contract composed of reciprocal
obligations.1191

Sale is an onerous contract because it imposes a valuable consideration as a prestation, which ideally is
a price certain in money or its equivalent.

Article 1378. When it is absolutely impossible to settle doubts by the rules established in the
preceding articles, and the doubts refer to incidental circumstances of… an onerous contract, the
doubt shall be settled in favor of the greatest reciprocity of interests.

Sale is a commutative contract because a thing of value is exchanged for equal value, i.e., ideally the
value of the subject matter is equivalent to the price paid.

Art. 2010. By an aleatory contract, one of the parties or both reciprocally bind themselves to give or to
do something in consideration of what the other shall give or do upon the happening of an event which
is uncertain, or which is to occur at an indeterminate time.

although in a sale “the obligation of one party can be lawfully subordinated to an uncertain event, so
that the other understands that he assumes the risk of receiving nothing for what he gives (as in the
case of a sale of hope or expectancy, emptio spei), it is not in the usual course of business to do so;
hence, the contingent character of the obligation must clearly appear.”

there is no requirement that the price be equal to the exact value of the subject matter; all that is
required is for the seller to believe that what was received was of the commutative value of what he
gave.

that although “commutativeness” is an essential characteristic of a sale, the test for compliance
therewith is not objective but rather subjective; i.e., so long as the party believes in all honesty that he
is receiving good value for what he transferred

the consequences of negotiations and bargaining, such as being able to obtain a large discount, do not
destroy the commutative nature of the sale

The subjective test of the commutative nature of sale is further bolstered by the principle that
inadequacy of price does not affect ordinary sale.

Inadequacy of price may be a ground for setting aside an execution sale but is not a suffi cient ground
for the cancellation of a voluntary contract of sale
sale is merely title that creates the obligation on the part of the seller to transfer ownership and
deliver possession, but on its own sale is not a mode that transfers ownership.

it would be delivery or tradition that is the mode to transfer ownership and possession to the buyer.

Upon the perfection of the sale, the seller assumes the obligation to transfer ownership and to deliver
the thing sold, but the real right of ownership is transferred only “by tradition” or delivery thereof to the
buyer.

ownership and real rights are acquired only pursuant to a legal mode or process.
Title (such as sale) is the juridical justifi cation, title only constitutes the legal basis by which to affect
dominion or ownership.

mode (like delivery) is the actual process of acquisition or transfer of ownership over a thing.” the legal
means by which dominion or ownership is created, transferred or destroyed (e.g., succession, donation,
discovery, intellectual creation, etc.

courts look at the intent of the parties and the elements of the contractual relationship and not at the
nomenclature used to describe it
————————-
SALE AGENCY TO SELL
is not unilaterally revocable essentially revocable
the buyer himself pays for the price agent is not obliged to pay the price, and is
merely obliged to deliver the price which he
may receive from the buyer.

buyer, after delivery, becomes the owner the agent does not become the owner of
of the subject matter the thing subject of the agency, even if the
object is delivered to him

the seller warrants the agent who effects the sale assumes no
personal liability as long as he acts within
his authority and in the name of the
principal
the agent is disqualifi ed from receiving any
personal profi t from the transaction
covered by the agency, and any profi t
received should pertain to the principal

Donation
Barter
Contract for a piece of work
Agency
Dacion en pago
Lease

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