(PDF) Sales Memory Aid San Beda

San Beda College of Law
113
MEMORY AID IN CIVIL LAW
SALES
SALE 6. Onerous.
A nominate contract whereby one of
the contracting parties obligates * Aleatory contract: one of the parties or
himself to transfer the ownership of both reciprocally bind themselves to give
and to deliver a determinate thing or to do something in consideration of
and the other to pay therefor a price what the other shall give or do upon the
certain in money or its equivalent. happening of an event which is
uncertain, or which is to occur at an
NOTES: Delivery and payment in a indeterminate time. (Ex: Sale of
contract of sale are so interrelated and sweepstakes ticket)
intertwined with each other that without
delivery of the goods there is no Contract to sell
corresponding obligation to pay. The exclusive right and privilege to
two complement each other. It is clear purchase an object.
that the two elements cannot be a bilateral contract whereby the
dissociated, for the contract of purchase prospective seller, while expressly
and sale is essentially a bilateral reserving the ownership of the
contract, as it gives rise to reciprocal subject property despite delivery
obligations. (Pio Barretto Sons, Inc. vs. thereof to the prospective buyer
Compania Maritima, 62 SCRA 167). binds himself to sell the said
? Neither is the delivery of the thing property exclusively to the
bought nor the payment of the price prospective buyer upon fulfilment of
necessary for the perfection of the the condition agreed upon, that is,
contract of sale. Being consensual, full payment of the purchase price.
it is perfected by mere consent.
NOTE: Absent a proviso in the contract
Elements: that the title to the property is reserved
a. Essential elements – those without in the vendor until full payment of the
which, there can be no valid sale: purchase price or a stipulation giving the
1. Consent or meeting of minds vendor the right to unilaterally rescind
2. A Determinable subject matter the contract the moment the vendee
3. Price certain in money or its fails to pay within the fixed period, the
equivalent transaction is an absolute contract of
b. Natural elements – inherent in the sale and not a contract to sell. (Dignos
contract, and which in the absence vs. CA [1988])
of any contrary provision, are * The contract of sale by itself is not a
deemed to exist in the contract: mode of acquiring ownership. The
1. Warranty against eviction contact transfers no real rights; it
2. Warranty against hidden defects merely causes certain obligations to
c. Accidental elements – may be arise.
present or absent depending on the
stipulation of the parties (e.g.: Contract of Contract to
conditions, interest, penalty, time Sale Sell
or place of payment, etc.) 1. Title passes to the 1. Ownership is
buyer upon delivery reserved in the
of the thing sold seller and is not to
Characteristics: pass until full
1. Principal payment of the
2. Consensual; purchase price
3. Bilateral; 2. Non-payment of 2. Full payment is a
4. Nominate; the price is a positive suspensive
5. Commutative; In some cases, negative resolutory condition, the
aleatory (emptio spei); condition and the failure of which is
CIVIL LAW COMMITTEE

&C HAIRPERSON: Romuald Padilla &A SST.CHAIRPERSON: Vida Bocar, Joyce Vidad &EDP: Alnaiza Hassiman, Dorothy Gayon
& S UBJECT H EADS: Christopher Rey Marasigan (Persons and Family Relations), Alejandro Casabar(Property), Ma. Rhodora
Ferrer(Wills and Succession), Ian Dominic Pua(Obligations and Contracts), Sha Elijah Dumama(Sales and Lease), John Stephen
Quiambao(PAT), Christopher Cabigao(Credit Transactions), Ligaya Alipao(Torts and Damages), Anthony Purganan(LTD),
Ma. Ricasion Tugadi (Conflicts of Law)
114
remedy of the seller not a breach – 1. Constructive 1. Third person

is to exact fulfilment casual or serious /actual knowledge on buying the
or to rescind the but simply the part of the 2nd property despite
contract prevents the buyer of the defect in fulfilment of the
obligation of the the seller’s title suspensive
vendor to convey renders him not a condition cannot
title from having registrant in good be deemed a
binding force faith. Such second buyer in bad
3. Vendor loses and 3. Title remains in buyer cannot defeat faith and
cannot recover the vendor if the the first buyer’s title. prospective
ownership of the vendee does not Ratio: Fulfilment of buyer cannot
thing sold and comply with the the suspensive seek the relief of
delivered until the condition conditions affects the reconveyance of
contract of sale is precedent of seller’s title to the property.
resolved and set making payment at property and previous Exception: If
aside the time specified delivery of the There was no
in the contract property previous sale of
automatically the property.
transfers
Conditional Sale Contract to ownership/title to the
Sell buyer.
A s to reservation o f title to the subject
p r o perty
In both cases the seller may reserve the OBJECTS OF SALE
title to the subject property until Requisites:
fulfillment of the suspensive condition i.e. 1. THINGS:
full payment of the price a) determinate or determinable
As to effect of fulfillment of suspensive (Arts. 1458, 1460)
condition b) lawful (Arts 1347, 1409 [1,4]
1. Upon fulfillment of 1. Upon c) should not be impossible (Art.
the suspensive fulfillment of the 1348) e.g. must be within the
condition, the suspensive commerce of man
contract of sale is condition, which 2. RIGHTS – must be transmissible
thereby perfected, is the full
such that if there had payment of the
Exceptions:
been previous delivery purchase price, -future inheritance
of the subject ownership will - service
property to the buyer, not
ownership thereto buyer by will exist; if it does le of a mere hope
automatically entering into a not, there is no or expectancy that
transfers to the contract of contract the thing will
bu yer b y operation absolute sale. come to existence;
of law without any Emptio rei 3. The uncertainty is Sale of the hope
further act by the with regard to the itself
speratae quantity and quality of
seller. 2. Sale produces
1. Sale of an expected thing
automatically transfer to the buyer Emptio spei effect even if the
thing does not
although
1 come into
the property may have been
. existence, unless it
previously delivered to him. Th e is a vain hope
prospective seller still h a s to 2. Sale is subject to the
S 3. The uncertainty
c o n v e y title t o the condition that the thing
a is with regard to
prospective the existence of
As to effect of sale of the subject the thing and not the the thing
property to 3 rd persons existence of the thing
4. Object is a future present thing which
thing is the hope or
4. Object is a expectancy
CIVIL LAW COMMITTEE

115
NOTE: In case of doubt the presumption Sale Agent receives

is in favor of emptio rei speratae which 1. Buyer receives the goods as goods
is more in keeping with the commutative the goods as owner of the principal who
character of the contract retains his
ownership over
them
Goods which may be Object of Sale 2. Agent delivers
a. Existing goods – goods owned or the price which in
2. Buyer pays the
possessed by the seller. price turn he got from his
b. Future goods – goods to be buyer
manufactured, raised or acquired by 3. Agent can return
the seller after the perfection of the 3. Buyer, as a the goods in case he
contract. general rule, cannot is unable to sell the
NOTES: return the object same to a third
sold person
? A sale of future goods is valid only as 4. Agent makes no
an executory contract to be fulfilled 4. Seller warrants warranty for which
by the acquisition and delivery of the thing sold he assumes personal
goods specified. liability as long as
? While there can be sale of future he acts within his
authority and in the
property, there can generally be no name of the seller
donation of future property (Article 5. Agent in dealing
751 Civil Code) with the thing
5. Buyer can deal
? Future inheritance cannot be sold. with the thing sold received, must act
and is bound
? A contract of sale or purchase of as he pleases being
according to the
the owner
goods to be delivered at a future instructions of the
time, if entered into without the principal
intention of having any goods pass
from one party to another, but with
an understanding that at the Sale
appointed time, the purchaser is Contract for
Piece of Work 1. The thing
merely to receive or pay the
1. The thing transferred is one
difference between the contract and which would have
transferred is one
the market prices, is illegal. Such not in existence and existed and would
contract falls under the definition of which never would have been the
“futures” in which the parties have existed but for subject of sale to
merely gamble on the rise or fall in the order of the some other person,
prices and is declared null and void party desiring to even if the order
by law. (Art. 2018, NCC) (Onapal acquire it had not been given
Phil. Commodities, Inc. vs. CA 2. The primary
[1993]) 2. The services objective of the
dominate the contract is a sale of
contract even the manufactured
Instances when the Civil Code though there is a item; it is a sale of
recognizes sale of things not sale of goods goods even though
actually or already owned by the involved the item is
seller at the time of the sale: manufactured by
1. Sale of a thing having potential labor furnished by
existence (Article 1461) the seller and upon
2. Sale of future goods (Article 1462) previous order of
the customer
3. Contract for the delivery at a certain
3. Within the
price of an article which the vendor Statute of Frauds
3. Not within the
in the ordinary course of the
Statute of Frauds
business manufactures or procures
Agency to sell
for the general market, whether the
1
same is on hand at the time or not .
(Article 1467)
CIVIL LAW COMMITTEE

116
Rules to determine if the contract is the object the acquisition of

one of Sale or Piece of work: the object offered in
a. If ordered in the ordinary course of lieu of the original
business – sale credit
4. Greater freedom 4. Less Freedom in
b. If manufactured specially for the
in determining determining the
customer and upon his special order, price
the price
and not for the market – piece of
work 5. The payment is
5. Buyer still has to received by the
pay the price
SCHOOLS OF THOUGHT: debtor before
a) Massachusetts rule: If the contract is
specifically done at the order of perfected.
another, this is a contract for a
piece of work. (Philippine PRICE
application)
The sum stipulated as the equivalent
b) New York rule: If thing already
of the thing sold and also every
exists-SALE; if not-WORK
incident taken into consideration for
c) English rule: If material is more
the fixing of the price, put to the
valuable-SALE; if skill is more
debit of the vendee and agreed to by
valuable-WORK
him.
BARTER
Requisites:
contract whereby one of the parties
1. Certainty or ascertainable at the
binds himself to give one thing in time of perfection
consideration of the other's promise 2. Real, not fictitious
to give another thing. 3. In some cases, must not be
NOTE: The only point difference grossly inferior to the value of
between contract of sale and barter is in the thing sold.
the element which is present in sale but 4. Paid in money or its equivalent
not in barter, namely: price certain in
money or its equivalent Certainty
NOTE: If the consideration is partly in It is not necessary that the certainty
money and partly in another thing, of the price be actual or determined
determine: at the time of the execution of the
a. The manifest intention of the contract. The price is certain in the
parties following cases:
b. If the intent is not clear, apply 1. If the parties have fixed or
the following rules: agreed upon a definite amount;
1. If the thing is more valuable NOTE: The fixing of the price can
than money – barter never be left to the discretion of one
2. If the money and the thing of the contracting parties. However
are of equal value – sale if the price fixed by one of the
3. If the thing is less valuable parties is accepted by the other, the
than money – sale sale is perfected.
2. If it be certain with reference to
another thing certain
Sale Dation in Payment
3. If the determination of the price
1. No pre-existing 1. Pre-existing credit
is left to the judgment of a
credit
2. Obligations are 2. Obligations are
specified person or persons even
created extinguished before such determination
3. Consideration on 3. Consideration of 4. In the cases provided under Art.
the part of the seller the debtor is the 1472 NCC
is the price; on the extinguishment of
part of the buyer is the debt; on the part
the acquisition of of the creditor, it is
CIVIL LAW COMMITTEE

117
Effect when the price is fixed by the ⎭EXCEPTIONS:

third person designated: a. Where the price is so low as to
⎭GENERAL RULE: Price fixed by a third be shocking to the moral
person designated by the parties is conscience, judicial sale of
binding upon them. personal property will be set
⎭EXCEPTIONS: aside
1. When the third person acts in b. In the event of a resale, a better
bad faith or by mistake price can be obtained
2. When the third person disregards
the specific instructions or the NOTE: The validity of the sale is not
procedure marked out by the necessarily affected where the law gives
parties to the owner the right to redeem, upon
the theory that the lesser the price, the
Effect when the price is not fixed by easier it is for the owner to effect
the third person designated: redemption.
1. If the third person refuses or
cannot fix the price, the Effect where price is simulated
contract shall become 1. If it is shown to have been in reality
ineffective, unless the parties a donation or some other act or
subsequently agree upon the contract
price The sale is void but the
2. If the third person is prevented act or contract may be valid as a
from fixing the price by the fault donation
of the seller or buyer, the party 2. If not
not in fault may obtain redress The contract is void and
against the party in fault inexistent
Effect of Gross Inadequacy of Price: Effect of Failure to determine price:

1. Voluntary sales 1. Where contract executory
⎭GENERAL RULE: Mere inadequacy of The contract is
the price does not affect validity of the inefficacious
sale. 2. Where the thing has been delivered
? A valuable consideration, however to and appropriated by the buyer
small or nominal, if given or The buyer must pay a reasonable
stipulated in good faith is, in the price therefore
absence of fraud, sufficient.
(Rodriguez vs. CA, 207 SCRA 553) Reasonable price – generally the market
? Future inheritance cannot be sold. price at the time and place fixed by the
contract or by law for the delivery of the
⎭EXCEPTIONS: goods
a. Where low price indicates vice of
consent, sale may be annulled; PERFECTION OF SALE
or contract is presumed to be an ⎭GENERAL RULE: It is perfected at the
equitable mortgage moment there is meeting of the minds
b. Where the price is so low as to upon a determinate thing (object), and a
be “shocking to conscience”, certain price (consideration), even if
sale may be set aside. neither is delivered. A choice between
rescission and fulfilment, with damages
2. Involuntary or Forced sales in either case)
⎭GENERAL RULE: Mere inadequacy of
the price is not a sufficient ground for NOTE: Sale is a consensual contract;
the cancellation of the sale if property is Hence, delivery and payment are not
real. essential for its perfection
CIVIL LAW COMMITTEE

118
⎭EXCEPTION: When the sale is subject bouncing checks. (EDCA

to a suspensive condition by virtue of Publishing and Distributing
law or stipulation. Corp. vs. Santos, 184 SCRA 614)
* The terms and conditions of payment
are merely accidental, not essential ⎭EXCEPTIONS:
elements of the contract of sale except 1. Contrary stipulation or Pactum
where the partied themselves stipulate reservati dominii (contractual
that in addition to the subject-matter reservation of title) – a stipulation,
and the price, they are essential or usually in sales by installment,
material to the contract. whereby, despite delivery of the
property sold, ownership remains
Requirements for perfection with the seller until full payment of
a. W h e n parties are face to face the price is made.
When an offer is accepted without 2. Contract to sell
conditions or qualifications 3. Contract of insurance – a perfected
NOTES: contract of sale, even without
? A conditional acceptance is a delivery, vests in the vendee an
counter-offer equitable title, an existing interest
over the goods sufficient to be the
? when negotiated thru phone it is subject of insurance
as if it is negotiated face to face
b. W h e n contract is thru
RULES GOVERNING AUCTION SALES
correspondence or thru telegram
1. Sales of separate lots by auction are
When the offeror receives or has separate contracts of sale.
knowledge of the acceptance by the 2. Sale is perfected by the fall of the
offeree hammer
NOTE: If the buyer has already 3. Seller has the right to bid in the
accepted but the seller does not auction, provided:
know yet of the acceptance, the a) such right was reserved
seller may still withdraw b) notice was given that the sale was
c. W h e n a sale is subject to a subject to a right to bid on behalf of the
suspensive condition seller
From the moment the condition is c) right is not prohibited by law or by
fulfilled stipulation
4. Advertisements for bidders are simply
TRANSFER OF OWNERSHIP invitations to make proposals, and the
⎭GENERAL RULE: While a contract of advertiser is not bound to accept the
sale is consensual, ownership of the highest or lowest bidder, unless the
thing sold is acquired only upon its contrary appears.
delivery, actual or constructive, to the
buyer. (Daus vs. Sps. De Leon, 16 June EFFECT OF PROMISE TREATED UNDER
2003) ART. 1479 Civil Code:
? This is true even if the purchase 1. Accepted unilateral promise to sell
has been made on credit. or buy
Payment of the purchase price is Only one makes the promise, this
not essential to the transfer of promise is accepted by the other.
ownership, as long as the Example: A promises to sell to B, B
property sold has been accepts the promise, but does not in
delivered. (Sampaguita Pictures, turn promise to buy.
Inc vs. Jalwindor Manufacturers,
does not bind the promissor even if
Inc. 93 SCRA 420)
accepted and may be withdrawn
? Nonpayment only creates a right anytime.
to demand payment or to rescind NOTE: Pending notice of its withdrawal,
the contract, or to criminal the accepted promise partakes the
prosecution in the case of nature of an offer to sell which if
CIVIL LAW COMMITTEE

119
accepted, results in a perfected contract the option cannot be withdrawn by the

of sale (Sanchez vs. Rigos 45 SCRA3 68). grantor after acceptance.
In other words, if the acceptance is * In an option to buy, the party who has
made before withdrawal, it constitutes a an option may validly and effectively
binding contract of sale although the exercise his right by merely notifying the
option is given without consideration. owner of the former’s decision to buy
if the promise is supported by a and expressing his readiness to pay the
consideration distinct and separate stipulated price.
from the price (option money), its
acceptance will give rise to a Right of First Refusal
perfected contract. It is a right of first priority all things
and conditions being equal; there
2. Bilateral promise to buy and sell should be identity of the terms and
One party accepts the other’s conditions to be offered to the
promise to buy and the latter, the optionee and all other prospective
former’s promise to sell a buyers, with optionee to enjoy the
determinate thing for a price certain right of first priority. A deed of sale
executed in favor of a third party
it is reciprocally demandable
who cannot be deemed a purchaser
It requires no consideration distinct in good faith, and which is in
from the selling price violation of the of the right of first
NOTE: this is as good as a perfected refusal granted to the optionee is
sale. No title of dominion is NOT voidable under the Statute of
transferred as yet, the parties being Frauds, such contract is valid BUT
given only the right to demand rescissible under Article 1380 to
fulfillment or damages. 1381(3) of the New Civil Code
(Guzman Bocaling & Co. vs.
Policitation Bonnavie; Riviera Filipina, Inc vs. CA
An unaccepted unilateral promise to et.al. GR No. 117355, April 5, 2002).
buy or sell. Even if accepted by the The basis of the right of first refusal
other party, it does not bind the must be the current offer to sell of
promissor and maybe withdrawn the seller or offer to purchase of any
anytime. This is a mere offer, and prospective buyer. Only after the
has not yet been converted into a optionee fails to exercise its right of
contract. first priority under the same terms
and within the period contemplated
Option contract could the owner validly offer to sell
A contract granting a privilege in one the property to a third person,
person, for which he has paid a again, under the same terms as
consideration, which gives him the offered to the optionee (Paranaque
right to buy certain merchandise, at Kings Enterprises, Inc. vs. CA GR No.
anytime within the agreed period, at 111538, February 26, 1997)
a fixed price. The lessee’s right of first option to
An option without consideration is buy the leased property in case of its
void and the effect is the same as if sale is but a part of the bigger right
there was no option to lease the said property from the
* However, in Sanchez vs. Rigos (1972), lessor. The option was given to the
even though the option was not lessee because she was the lessee of
supported by a consideration, the the subject property. It was a
moment it was accepted, a perfected component of the consideration of
contract of sale resulted, applying Art. the lease. The option was by no
1324 of the NCC. In view of the ruling of means an independent right which
the Supreme Court, the only importance can be exercised by the lessee. If
of the consideration for an option is that the lessee is barred by the contract
from assigning her right to lease the
CIVIL LAW COMMITTEE

120
subject property to any other party, First view:

the lessee is similarly barred to Buyer bears the loss as an exception
assign her first option to buy the to the rule of res perit domino.
leased property to another. ⎭EXCEPTIONS:
(Bangayan et.al vs. CA and Lim GR 1. when object sold consists of
No.123581, August 29, 1997) fungible goods for a price fixed
according to weight, number or
Earnest money – or “ARRAS” is measure
something of value to show that the 2. seller is guilty of fraud,
buyer was really in earnest, and given to negligence, default or violation
the seller to bind the bargain. It is of contractual terms
considered as: 3. object sold is generic
a) part of the purchase price (Civil Code of the Philippines, Paras)
b) proof of perfection of the NOTE: This view conforms with
contract Manresa’s view. Buyer would have
*It shall be deducted from the total been the one to profit from the thing
price. had it not been lost or destroyed.
Earnest money Option money Where the ownership is transferred

1. Title passes to 1. Ownership is by delivery, as in our code, the
the buyer upon reserved to the application of the axiom res perit
delivery of the seller and is not to domino, imposes the risk of loss
thing sold pass until full upon the vendor; hence, if the thing
payment
is lost by fortuitous event before
2. In case of 2. In case of
delivery, the vendor suffers the loss
non-payment, an non-payment, there
action for specific can be action for and cannot recover the price from
performance or specific performance the vendee (Commentaries and
for rescission can Jurisprudence on the Civil Code of
be filed by the the Philippines, Tolentino)
injured party
3. Part of the 3. Money given as a d. The thing is lost after delivery:
purchase price distinct Buyer bears the loss.
consideration for an
option contract Question: If one does not comply, the
4. When given, 4. The would-be other need not pay?
the buyer is bound buyer is not required
to pay the balance to buy Answer: True. But this only applies when
5. Given when 5. Applies to a sale the seller is able to deliver but does not.
there is already a not yet perfected
sale Contrary view: EFFECT OF LOSS AT THE TIME OF SALE:
RULES ON RISK OF LOSS AND a. Thing entirely lost at the time of
DETERIORATION: perfection: Contract is void and
a. The thing sold is lost before inexistent
perfection: Seller bears the loss. b. Thing only partially lost: Vendee
b. The thing sold is lost at the time of may elect between withdrawing
perfection: Contract is void or from the contract or demanding the
inexistent. remaining part, paying its
c. The thing sold is lost after proportionate price
perfection, bu t before delivery:
Sale by description
⎭GENERAL RULE: Who bears the risk A sale where a seller sells things as
of loss is governed by the being of a certain kind, buyer merely
stipulations in the contract relying on the seller’s
In the absence of any representations or descriptions.
stipulation:
CIVIL LAW COMMITTEE

121
There is warranty that the thing sold 4.“Applicable statute” requires

corresponds to the representations that the contract of sale be in a
or descriptions. certain form
NOTE: Statute of Frauds is applicable
Sale by sample only to executory contracts and not to
contracts which are totally or partially
A sale where a small quantity of a
performed.
commodity is exhibited by the seller
as a fair specimen of the bulk, which
is not present and as to which there
is no opportunity to inspect or
CAPACITY TO BUY OR SELL
examine.
NOTE: The mere exhibition of the ⎭GENERAL RULE: All persons who can
sample does not necessarily make it bind themselves also have legal capacity
a sale by sample. This exhibition to buy and sell.
must have been the sole basis or ⎭EXCEPTIONS:
inducement of the sale. 1. Absolute incapacity (minors,
demented persons, imbeciles,
There is warranty that the bulk of deaf and dumb, prodigals, civil
the commodity will correspond in interdictees) - party cannot bind
kind, quality, and character with the themselves in any case.
sample exhibited. 2. Relative incapacity – incapacity
exists only with reference to
NOTE: In a sale by sample and by certain persons or a certain class
description, there is a two-fold of property
warranty.
Relative Incapacity
RIGHTS OF BUYER: A. Husband and wife (Art. 1490):
1) Return the thing and recover the Generally, a sale by one spouse to
money paid, or another is void.
2) Retain the thing and sue for the
breach of warranty. The husband and wife cannot sell
property to each other except:
PURCHASE BY MINORS: Contract is 1. When a separation of property
generally voidable but in case of was agreed upon by the spouses
necessaries, “where necessaries are sold 2. When there has been a judicial
and delivered to a minor or other person separation of property under
without capacity to act, he must pay a Article 134 and 135 of the Family
reasonable price therefore. Necessaries Code
are those in Art. 290.”
B. Incapacity by reason of relation to
FORMALITIES OF CONTRACT OF SALE property (Art. 1491)
⎭GENERAL RULE: Sale is a consensual The following persons cannot acquire
contract and is perfected by mere property by purchase, even at a
consent. public auction, either in person or
⎭EXCEPTIONS: In order to be through the mediation of another:
enforceable by action, the following (GAEP-JO)
must be in writing: 1. the guardian, with respect to the
1. Sale of personal property at a property of his ward;
price not less than P500 2. agents, with respect to the
2. Sale of real property or an property whose administration or
interest therein sale may have been entrusted to
3. Sale of property not to be them, unless the consent of the
performed within a year from principal has been given;
the date thereof 3. executor or administrator, with
respect to the property of the
estate under administration;
CIVIL LAW COMMITTEE

122
4. public officers and employees, Article 1491 and cannot work to

with respect to the properties of ratify a fictitious contract which
the government, its political is non-existent and void from
subdivisions, or GOCCs, that are the very beginning
entrusted to them; b) With respect to nos. 4 to 6: the
5. judges, justices, prosecuting sale is NULL AND VOID.
attorneys, clerks of courts, etc., Reason: violation of public
with respect to the property in policy cannot be subject to
custogia legis; and ratification
6. any other person specially OBLIGATIONS OF THE VENDOR: (WPD-

disqualified by law. TT)
Examples of persons especially 1. Transfer ownership (cannot be
disqualified by law: waived)
a. Aliens who are disqualified to 2. Deliver the thing sold (cannot be
purchase agricultural lands waived)
b. An unpaid seller having a right 3. Warrant against eviction and against
of lien or having stopped the hidden defects (can be waived or
goods in transitu, who is modified since warranty is not an
prohibited from buying the goods essential element of the contract of
either directly or indirectly in sale)
the resale of the same, at public 4. Take care of the thing, pending
or private sale which he may delivery, with proper diligence
make (Article 1163)
c. The officer holding the 5. Pay for the expenses of the deed of
execution, or his deputy. sale, unless there is stipulation to
NOTE: While those disqualified the contrary
under Arts. 1490 and 1491 may
not become lessees (Art. 1646), DELIVERY
still aliens may become lessees Is a mode of acquiring ownership, as
even if they cannot buy lands. a consequence of certain contracts
such as sale, by virtue of which,
Effect of violation: actually or constructively, the object
a) With respect to nos. 1 to 3: the is placed in the control and
sale is VOIDABLE. possession of the vendee.
Reason: only private rights,
which are subject to ratification
are violated
? Delivery of the thing together
with the payment of the price,
NOTE: In the case of Lao vs.
marks the consummation of the
Genato, 137 SCRA 77, the
contract of sale(PNB vs. Ling, 69
Supreme Court found that the
Phil. 611)
sale by the administrator of
certain properties of the estate ? In all forms of delivery, it is
in order to settle the existing necessary that the act of
obligations of the estate was delivery be coupled with the
made to the administrator’s son intention of delivering the thing.
for a grossly low price. The act without the intention is
Furthermore, the said sale was insufficient. (Norkis Distributor,
not submitted to the probate Inc. vs. CA, 195 SCRA 694)
court for approval as mandated
by the order authorizing the Kinds:
administrator to sell. The sale 1. Actual or real – placing the thing
was indubitably illegal, irregular under the control and possession of
and fictitious, and the court’s the buyer.
approval of the assailed
compromise agreement violated
CIVIL LAW COMMITTEE

123
2. Legal or constructive – delivery is vendee has lost the right to make

represented by other signs or acts use of the same.
indicative thereof
a. delivery by the execution of a Sale or return
public instrument. Property is sold, but the buyer, who
NOTE: Gives rise only to a prima becomes the owner of the property
facie presumption of delivery which on delivery, has the option to return
is destroyed when actual delivery is the same to the seller instead of
not effected because of a legal paying the price.
impediment (Ten Forty Realty vs.
Cruz, 10 Sept. 2003)
b. traditio symbolica - to effect NOTES:
delivery, the parties make use of
a token or symbol to represent
? It is a kind of sale with a condition
the thing delivered subsequent.
c. traditio longa manu – seller ? The buyer must comply with the
pointing out to the buyer the express or implied conditions
things which are transferred, attached to the return privilege;
which at the time must be in otherwise, the sale becomes
sight. absolute.
d. traditio brevi manu – buyer ? Buyer, being the owner, bears the
simply continues in possession of risk of loss
the thing but under title of
ownership. Sale on trial, approval, or satisfaction
e. traditio constitutum A contract in the nature of an option
possessorium – seller continues to purchase if the goods prove to be
in possession but under a satisfactory, the approval of the
different title other than buyer being a condition precedent.
ownership.
3. Quasi-tradition – delivery of rights,
credits or incorporeal property, Rules:
made by: 1. title remains in the seller
a. placing titles of ownership in the 2. risk of loss remains with seller
hands of buyer except when the buyer is at fault or
b. allowing buyer to make use of has agreed to bear the loss
rights 3. buyer must give goods a trial, except
4. Tradition by operation of law where it is evident that it cannot
perform the work
Constructive delivery requires three 4. period within which buyer must
things before ownership may be signify his acceptance runs only
transferred: when all the parts essential for the
1. The seller must have control over operation of the object have been
the thing delivered.
2. The buyer must be put under control 5. if it is stipulated that a third person
3. There must be the intention to must satisfy approval or satisfaction,
deliver the thing for purposes of the provision is valid, but the third
ownership person must be in good faith. If
refusal to accept is not justified,
When is the vendor not bound to seller may still sue.
deliver the thing sold: 6. Generally, the sale and delivery to a
1. If the vendee has not paid him the buyer who is an expert on the object
price purchased is not a sale on approval,
2. If no period for payment has been trial, or satisfaction.
fixed in the contract Sale on Trial
3. Even if a period for payment has Sale or return
been fixed in the contract, if the
CIVIL LAW COMMITTEE

124
1. Subject to a 1. Subject to a 3. Sales sanctioned by judicial or

resolutory condition suspensive condition
statutory authority
2. Depends entirely 2. Depends on the 4. Purchases in a merchant's store,
on the will of the character or quality of
buyer the goods fairs or markets
3. Ownership 3. Ownership remains 5. When a person who is not the
passes to the buyer in the seller until buyer owner sells and delivers a thing,
on delivery and signifies his approval or subsequently acquires title
subsequent return acceptance to the thereto (Art. 1434)
reverts ownership seller
in the seller
6. When the seller has a voidable
title which has not been avoided
4. Risk of loss or 4. Risk of loss remains at the time of the sale (Art.
injury rests upon with the seller 1506)
the buyer
* “Unlawful deprivation” is no longer
Instances where Seller is still the limited to a criminal act. There is
Owner despite Delivery: Unlawful Deprivation where there is no
1. Sale on trial, approval or satisfaction valid transmission of ownership.
2. Contrary intention appears by the
term of the contract; Place of delivery of goods
3. Implied reservation of ownership 1. Where there is an agreement, place
(Article 1503) of delivery is that agreed upon
a. If under the bill of lading, the 2. Where there is no agreement, place
goods are deliverable to seller or of delivery determined by usage of
agent or their order; trade
b. If the bill of lading, although 3. Where there is no agreement and no
stating that the goods are to be prevalent usage, place of delivery is
delivered to the buyer or his the seller’s place
agent, is kept by the seller or his 4. In any other case, place of delivery
agent; is the seller’s residence
a. When the buyer, although the 5. In case of specific goods, which to
goods are deliverable to order of the knowledge of the parties at the
buyer, and although the bill of time the contract was made were in
lading is given to him, does not some other place, that place is the
honor the bill of exchange sent place of delivery, in the absence of
along with it. agreement or usage of trade to the
contrary
Transfer of ownership where goods
sold delivered to carrier Time of delivery of goods
General Rule: Delivery to the carrier is 1. Stipulated time
deemed to be delivery to the buyer 2. In the absence thereof, within a
Exception: Where the right of reasonable time
possession or ownership of specific goods recording or registration laws
sold is reserved
NEGOTIABLE DOCUMENT OF TITLE
SALE OF GOODS BY A NON-OWNER (NDT)
⎭GENERAL RULE: Buyer acquires no title A document of title in which it is
even if in good faith and for value under stated that the goods referred to
the maxim Nemo dat quid non habet therein will be delivered to the
(“You cannot give what you do not bearer, or to the order of any person
have”). named in such document.
⎭EXCEPTIONS: (SMERVS) May be negotiated by delivery or
1. Owner is estopped or precluded
indorsement.
by his conduct
2. When sale is made by the The document is negotiable if:
registered owner or apparent 1. The goods are deliverable to the
owner in accordance with bearer; or
CIVIL LAW COMMITTEE

125
2. If the goods are deliverable to the 1. Buyer may reject; or

order of a certain person 2. Buyer may accept what has been
delivered, at the contract rate
Persons who may negotiate NDT:
1. The owner; or RULES WHEN QUANTITY IS MORE THAN
2. Any person to whom the possession AGREED UPON:
or custody thereof has been 1. Buyer may reject all; or
entrusted by the owner, if by the 2. Buyer may accept the goods
terms of the document the bailee agreed upon and reject the rest;
issuing the document undertakes to or
deliver the goods to the order of the 3. Buyer may accept all and must
person to whom the possession or pay for them at the contract
custody of the document has been rate
entrusted or if at the time of such NOTE: Acceptance, even if not express
entrusting the document in such may be implied when the buyer
form that it may be negotiated by exercises acts of ownership over the
delivery. excess goods.
* If the holder of a negotiable document RULES WHEN GOODS MIXED WITH

of title (deliverable to bearer) entrusts GOODS OF DIFFERENT DESCRIPTION:
the document to a friend for deposit, Buyer may accept the goods which
but the friend betrays the trust and are in accordance with the contract
negotiates the document by delivering it and reject the rest
to another who is in good faith, the said
owner cannot impugn the validity of the NOTE: If the subject matter is
negotiation. As between two innocent indivisible, in case of delivery of larger
persons, he who made the loss possible quantity of goods or of mixed goods, the
shall bear the loss, without prejudice to buyer may reject the whole of the goods
his right to recover from the wrongdoer.
DELIVERY TO THE CARRIER
RIGHTS OF PERSON TO WHOM ⎭GENERAL RULE: Where the seller is
DOCUMENT HAS BEEN NEGOTIATED: authorized or required to send the goods
1) The title of the person negotiating the to the buyer, delivery to the carrier is
document, over the goods covered by delivery to the buyer.
the document; ⎭EXCEPTIONS:
2) The title of the person (depositor or
1. When a contrary intention
owner) to whose order by the terms of appears
the document the goods were to be 2. Implied reservation of ownership
delivered, over such goods; under pars. 1,2,3 of Art. 1503
3) The direct obligation of the bailee to
hold possession of the goods for him, as
if the bailee had contracted to him Kinds of Delivery to the Carrier
directly a. C.I.F. (cost, insurance, freight) –
NOTE; Mere transferee does not acquire signify that the price fixed
directly the obligation of the bailee (in covers not only the costs of the
Art. 1513). To acquire it, he must notify goods, but the expense of the
the bailee. freight and the insurance to be
paid by the seller
WHO CAN DEFEAT RIGHTS OF b. F.O.B. (free on board) – goods
TRANSFEREE: are to be delivered free of
1. Creditor of transferor expense to the buyer to the
2. Transferor point where they are F.O.B. The
3. Subsequent purchaser point of F.O.B., either at the
point of shipment or the point of
RULES WHEN QUANTITY IS LESS THAN destination, determines when
AGREED UPON: the ownership passes.
CIVIL LAW COMMITTEE

126
NOTE: the terms C.I.F. and F.O.B. area be greater or lesser, unless
merely make rules of presumption there is gross mistake.
c. C.O.D. (collect on delivery) – the NOTE: The Civil Code presumes that the
carrier acts for the seller in purchaser had in mind a particular piece
collecting the purchase price, of land and that he ascertained its area
which the buyer must pay to and quality before the contract of sale
obtain possession of the goods. was perfected. If he did not do so, or if
having done so he made no objection
SELLER’S DUTY AFTER DELIVERY TO and consented to the transaction, he can
CARRIER blame no one but himself (Teran vs.
1. To enter on behalf of buyer into such Villanueva Viuda de Riosa 56 Phil 677).
contract reasonable under the What is important is the delivery
circumstances of all the land included in the
2. To give notice to buyer regarding boundaries.
necessity of insuring the goods
DOUBLE SALE (Art. 1544)
PAYMENT OF THE PURCHASE PRICE Requisites: VOCS
⎭GENERAL RULE: The seller is not bound 1. two or more transactions must
to deliver the thing sold unless the constitute valid sales;
purchase price has been paid.
2. they must pertain exactly to the
⎭EXCEPTION: The seller is bound to same object or subject matter;
deliver even if the price has not been
3. they must be bought from the same
paid, if a period of payment has been
or immediate seller; AND
fixed.
4. two or more buyers who are at odds
Sale of Real Property by Unit over the rightful ownership of the
subject matter must represent
Entire area stated in the contract conflicting interests.
must be delivered
When entire area could not be Rules of preference:
delivered, vendee may: 1. Personal Property
1. Enforce the contract with the a. first possessor in good faith
corresponding decrease in price 2. Real Property
2. Rescind the sale: a. first registrant in good faith
a. If the lack in area is at least b. first possessor in good faith
1/10 than that stated or c. person with oldest title in good
stipulated faith
b. If the deficiency in quality
specified in the contract NOTES:
exceeds 1/10 of the price ? Purchaser in Good Faith – one who
agreed upon
buys the property of another without
c. If the vendee would not have
notice that some other person has a
bought the immovable had
right to or interest in such property
he known of its smaller area
and pays a full and fair price for the
of inferior quality
same at the time of such purchase or
irrespective of the extent of before he has notice of the claim or
lack of area or quality interest of some other person in the
property (Veloso vs. CA).
Sale for a Lump Sum (A Cuerpo Cierto)
? Registration requires actual
Vendor is obligated to deliver all the
recording; if the property was never
land included within the boundaries, really registered as when the
regardless of whether the real area registrar forgot to do so although he
should be greater or smaller has been handed the document,
Ordinarily, there can be no rescission there is no registration.
or reduction or increase whether the
CIVIL LAW COMMITTEE

127
? Possession is either actual or either to refuse or proceed with the sale

constructive since the law made no or to waive the condition.
distinction (Sanchez vs. Ramos 40
Phil614) ? The mere fact that the second
? Possession in Art.1544 includes not contract of sale was perfected in
only material but also symbolic good faith is not sufficient if, before
possession (Ten Forty Realty vs. title passes, the second vendee
Cruz, 10 Sept. 2003.) acquires knowledge of the first
? Title means title because of sale, transaction. The good faith or
innocence of the posterior vendee
and not any other title or mode of
needs to continue until his contract
acquiring property (Lichauco vs.
ripens into ownership by tradition or
Berenguer 39 Phil 642)
registration. (Palanca vs. Dir. Of
? Hernandez vs. Katigbak Rule: When Lands, 46 PHIL 149)
the property sold on execution is
registered under Torrens,
registration is the operative act that
gives validity to the transfer or EFFECT IF BUYER HAS ALREADY SOLD
creates a lien on the land, and a THE GOODS:
purchaser on execution sale is not General Rule: The unpaid seller’s right
required to go behind the registry to to lien or stoppage in transitu remains
determine the conditions of the even if buyer has sold the goods.
property. Exception: Where the Except:
purchaser had knowledge, prior to or 1) When the seller has given consent
at the time of the levy, of such thereto, or
previous lien or encumbrance, his 2) When the buyer is a purchaser in good
knowledge is equivalent to faith for value of a negotiable document
registration. of title.
CONDITION WARRANTY
Effect of Non-fulfillment of Condition a statement or representation made
1. If the obligation of either party by the seller of goods,
is subject to any condition and contemporaneously and as a part of
such condition is not fulfilled, the contract of sale, having
such party may either: reference to the character, quality,
a. refuse to proceed with the or title of the goods, and by which
contract he promises or undertakes to insure
b. proceed with the contract , that certain facts are or shall be as
waiving the performance of he then represents.
the condition.
2. If the condition is in the nature Kinds:
of a promise that it should 1. EXPRESS – any affirmation of fact or
happen, the non-performance of any promise by the seller relating to
such condition may be treated the thing if the natural tendency of
by the other party as breach of such affirmation or promise is to
warranty. induce the buyer to purchase the
same and if the buyer purchases the
NOTE: A distinction must be made thing relying thereon
between a condition imposed on the
perfection of a contract and a condition NOTE: A mere expression of opinion, no
imposed merely on the performance of matter how positively asserted, does not
an obligation. The failure to comply with import a warranty unless the seller is an
the first condition would prevent the expert and his opinion was relied upon
juridical relation itself from coming into by the buyer.
existence, while failure to comply with
the second merely gives the option
CIVIL LAW COMMITTEE

128
2. IMPLIED - that which the law b. Income or fruits if he has been

derives by implication or inference ordered to deliver them to the
from the nature of the transaction or party who won the suit;
the relative situation or c. Costs of the suit;
circumstances of the parties, d. Expenses of the contract; AND
irrespective of any intention of the e. Damages and interests if the sale
seller to create it. was in bad faith.
a. Warranty against eviction
b. Warranty against hidden defects 2. Partial eviction:
c. Warranty as to Fitness and a. to enforce vendor’s liability
Merchantability for eviction (VICED); OR
NOTE: An implied warranty is a natural, b. to demand rescission of
not an essential element of a contract, contract.
and is deemed incorporated in the
contract of sale. It may however, be Question: Why is rescission not a remedy
waived or modified by express in case of total eviction?
stipulation. (De Leon) Answer: Rescission contemplates that
There is no implied warranty as to the the one demanding it is able to return
condition, adaptation, fitness or whatever he has received under the
suitability or the quality of an article contract. Since the vendee can no longer
sold as a second-hand article. But such restore the subject-matter of the sale to
articles might be sold under such the vendor, rescission cannot be carried
circumstances as to raise an implied out.
warranty.
* A certification issued by a vendor that * The suit for the breach can be directed
a second-hand machine was in A-1 only against the immediate seller, not
condition is an express warranty binding sellers of the seller unless such sellers
on the vendor. (Moles vs. IAC [1989]) had promised to warrant in favor of later
buyers or unless the immediate seller
A. Warranty against eviction has expressly assigned to the buyer his
Warranty in which the seller own right to sue his own seller.
guarantees that he has the right to NOTE: The disturbance referred to in
sell the thing sold and to transfer the case of eviction is a disturbance in
ownership to the buyer who shall not law which requires that a person go to
be disturbed in his legal and the courts of justice claiming the thing
peaceful possession thereof. sold, or part thereof and invoking
reasons. Mere trespass in fact does not
give rise to the application of the
Elements:
doctrine of eviction.
1. vendee is deprived, in whole or
in part, of the thing purchased;
2. the deprivation is by virtue of a Vendor’s liability is waivable but any
final judgment; stipulation exempting the vendor
3. the judgment is based on a prior from the obligation to answer for
right to the sale or an act eviction shall be void if he acted in
imputable to the vendor; bad faith.
4. the vendor was summoned in the ? Kinds of Waiver:
suit for eviction at the instance a. Consciente – voluntarily
of the vendee; AND made by the vendee without
5. no waiver of warranty by the the knowledge and
vendee. assumption of the risks of
eviction
NOTE: vendor shall pay only the
Vendor's liability shall consist of:
value which the thing sold had at
1. Total eviction: (VICED)
the time of eviction
a. Value of the thing at the time of
b. Intencionada – made by the
eviction;
vendee with knowledge of
CIVIL LAW COMMITTEE

129
the risks of eviction and a. Accion redhibitoria (rescission)

assumption of b. Accion minoris (reduction
consequences its quanti of the price)
EFFECT: vendor not liable NOTE: NOTES:
Every waiver is presumed to be ? Hidden faults or defects pertain only
consciente. To consider it intencionada, to those that make the object unfit
it must be accompanied by some for the use for which it was intended
circumstance which reveals the at the time of the sale.
vendor’s knowledge of the risks of
eviction and his intention to submit to
? This warranty in Sales is applicable
such consequences. in Lease (Yap vs. Tiaoqui 13Phil433)
Effect of loss of thing on account of
hidden defects:
WHERE IMMOVABLE SOLD ENCUMBERED
1. If vendor was aware of hidden
WITH NON-APPARENT BURDEN
defects, he shall bear the loss and
1. Right of vendee
vendee shall have the right to
a) recission, or
recover: (PED)
b) indemnity
a. the price paid
b. expenses of the contract
2. When right cannot be exercised:
c. damages
a) if the burden or servitude is
2. If vendor was not aware, he shall be
apparent
obliged to return: (PIE)
b) if the non-apparent burden or
a. price paid
servitude is registered
b. interest thereon
c) if vendee had knowledge of the
c. expenses of the contract if paid
encumbrance, whether it is registered
by the vendee
or not
3. When action must be brought
Effect if the cause of loss was not the
- within ONE YEAR from the
hidden defect
execution of the deed of sale
? If the thing sold had any hidden
B. Warranty against hidden defects fault at the time of the sale, and
Warranty in which the seller should thereafter be lost by a (1)
fortuitous event OR (2) through the
guarantees that the thing sold is free
fault of the vendee:
from any hidden faults or defects or
the vendee may demand of the
any charge or encumbrance not
declared or known to the buyer. vendor the price which he paid
less the value of the thing at the
me of its loss.
Elements: (SHENPW) NOTE: the difference between the
1. defect must be Serious or price paid and the value of the thing
important; at the time of its loss represents the
2. it must be Hidden; damage suffered by the vendee and
3. it must Exist at the time of the the amount which the vendor
sale; enriched himself at the expense of
4. vendee must give Notice of the the vendee
defect to the vendor within a
reasonable time; ? If the vendor acted in bad faith:
5. action for rescission or reduction t vendor shall pay damages to the
of price must be brought within i vendee
the proper Period (within 6 mos. Remedies of the Vendee:
from delivery of the thing or 40
days from date of delivery in C. Implied Warranties of Quality
case of animals); and Warranty of Fitness
6. no Waiver of the warranty. Warranty in which the seller
guarantees that the thing sold is
reasonably fit for the known
CIVIL LAW COMMITTEE

130
particular purpose for which it was 1. When two or more animals have been
acquired by the buyer sold at the same time and the
redhibitory defect is in one, or some of
⎭GENERAL RULE: There is no implied them but not in all, the general rule is
warranty as to the quality or fitness for that the redhibition will not affect the
any particular purpose of goods under a others without it. It is immaterial
contract of sale whether the price has been fixed for a
⎭EXCEPTIONS: lump sum for all the animals or for a
1. Where the buyer, expressly or by separate price for each.
implication manifests to the 2. No warranty against hidden defects of
seller the particular purpose for animals sold at fairs or at public
which the goods are required auctions, or of livestock sold as
2. Where the buyer relies upon the condemned. This is based on the
seller’s skill or judgment assumption that the defects must have
been clearly known to the buyer.
Warranty of Merchantability 3. Sale of animals shall be void when:
Warranty in which the seller a) animals sold are suffering from
contagious disease
guarantees, where the goods were
b) if the use or service for which
bought by description, that they are
they are acquired has been stated in the
reasonably fit for the general
contract, and they are found to be unfit
purpose for which they are sold
therefor
It requires identity between what is 4. Limitation of the action: 40 days
described in the contract AND what from the date of their delivery to the
is tendered, in the sense that the vendee
latter is of such quality to have some 5. Vendor shall be liable if the animal
value should die within 3 days after its
purchase if the disease which caused the
Instances where implied warranties are death existed at the time of the contract
inapplicable:
1. As is and where is sale - vendor OBLIGATIONS OF THE VENDEE:
makes no warranty as to the quality A. Principal Obligations:
or workable condition of the goods, 1. To accept delivery
and that the vendee takes them in 2. To pay the price of the thing sold in
the condition in which they are legal tender unless another mode has
found and from the place where they been agreed upon
are located. NOTE: A grace period granted the
2. Sale of second-hand articles vendee in case of failure to pay the
3. Sale by virtue of authority in fact or amount/s due is a right not an
law obligation. The grace period must not
be likened to an obligation, the non-
Caveat Venditor (“Let the seller payment of which, under Article 1169 of
beware”): the vendor is liable to the the Civil Code, would still generally
vendee for any hidden faults or defects require judicial or extra-judicial demand
in the thing sold, even though he was not before “default” can be said to arise
aware thereof. (Bricktown Dev’t Corp vs. Amor Tierra
Dev’t Corp. 57SCRA437)
Caveat Emptor (“Let the buyer
beware”): requires the purchaser to be B. Other Obligations
aware of the supposed title of the 1. To take care of the goods without
vendor and one who buys without the obligation to return, where the
checking the vendor’s title takes all the goods are delivered to the buyer and
risks and losses consequent to such he rightfully refuses to accept
failure.
NOTES:
RULES IN CASE OF SALE OF ANIMALS
CIVIL LAW COMMITTEE

131
The buyer in such a case is in the 1. Express acceptance

position of a bailee who has had 2. Implied acceptance
goods thrust upon him without a. When buyer does an act which
his assent. He has the obligation only an owner can do,
to take reasonable care of the b. Failure to return goods after
goods but nothing more can be reasonable lapse of time
demanded of him.
The goods in the buyer’s NOTES:
possession under these ? The retention of goods is strong
circumstances are at the seller’s evidence that the buyer has
risk accepted ownership of the goods.
2. To be liable as a depositary if he
? Delivery and acceptance are two
voluntarily constituted himself as
separate and distinct acts of
such
different parties
3. To pay interest for the period
Delivery is an act of the vendor
between delivery of the thing and
the payment of the price in the and one of the vendor’s
following cases: obligations; vendee has nothing
a. Should it have been stipulated to do with the act of delivery by
the vendor
b. Should the thing sold and
delivered produce fruits or Acceptance is an obligation of
income the vendee; acceptance cannot
c. Should he be in default, from the be regarded as a condition to
time of judicial or extra-judicial complete delivery;
demand for the payment of the seller must comply with the
price obligation to deliver although
there is no acceptance yet by
Pertinent Rules: the buyer
1. The vendor is not required to deliver ? Acceptance by the buyer may
the thing sold until the price is paid precede actual delivery; there may
nor the vendee to pay the price be actual receipt without
before the thing is delivered in the acceptance and there may be
absence of an agreement to the acceptance without receipt
contrary (Article 1524). ? Unless otherwise agreed upon,
2. If stipulated, the vendee is bound to acceptance of the goods by the
accept delivery and to pay the price buyer does not discharge the seller
at the time and place designated; from liability for damages or other
3. If there is no stipulation as to the legal remedy like for breach of any
time and place of payment and promise or warranty
delivery, the vendee is bound to pay
at the time and place of delivery When vendee may suspend payment of
4. In the absence of stipulation as to the price:
the place of delivery, it shall be 1. If he is disturbed in the possession or
made wherever the thing might be at ownership of the thing bought
the moment the contract was 2. If he has well-grounded fear that his
perfected (Article 1251) possession or ownership would be
5. If only the time for delivery has been disturbed by a vindicatory action or
fixed in the contract, the vendee is foreclosure of mortgage
required to pay even before the
thing is delivered to him; if only the NOTES:
time for payment has been fixed,
? If the thing sold is in the possession
the vendee is entitled to delivery
of the vendee and the price is
even before the price is paid by him
already in the hands of the vendor,
(Article 1524)
the sale is a consummated contract
and Article 1590 is no longer
Ways of accepting goods:
CIVIL LAW COMMITTEE

132
applicable. Article 1590, delivery or, having appeared,

presupposes that the price or any failure to tender the price at the
part thereof has not yet been paid same time, unless, a longer
and the contract is not yet period for its payment has been
consummated. stipulated
? Under Article 1590, the vendee has action to rescind the sale
no cause of action for rescission (Art. 1593)
before final judgement, otherwise b. Sale of Goods –
the vendor might become a victim of action for the price (Art.
machinations between the vendee 1595)
and the third person
action for damages (Art.
? Disturbance must be in possession 1596)
and ownership of the thing acquired 2. Unpaid Seller
? If the disturbance is caused by the Types:
existence of non-apparent servitude, a. The seller of the goods who has
the remedy of the buyer is not been paid or to whom the
rescission, not suspension of price has not been tendered
payment. b. The seller of the goods, in case a
bill of exchange or other
negotiable instrument has been
When vendee cannot suspend payment received as conditional payment,
of the price even if there is AND the condition on which it
disturbance in the possession or was received has been broken by
ownership of the thing sold: reason of the dishonor of the
1. if the vendor gives security for the instrument, insolvency of the
return of the price in a proper case buyer or otherwise.
2. if it has been stipulated that
notwithstanding any such Remedies:
contingency, the vendee must make 1. Possessory lien over the goods
payment (see Article 1548 par.3) 2. Right of stoppage in transitu
3. if the vendor has caused the after he has parted with the
disturbance or danger to cease possession of the goods and the
4. if the disturbance is a mere act of buyer becomes insolvent
trespass 3. Special Right of resale
4. Special Right to rescind the sale
5. if the vendee has fully paid the price
5. Action for the price
6. Action for damages
REMEDIES FOR BREACH OF CONTRACT
A. Remedies of the seller
3. Article 1484 or Recto Law
1. Action for payment of the price (Art.
1595) Remedies of vendor in sale of
2. Action for damages for non- personal property by installments
acceptance of the goods (Art. 1596) Requisites:
3. Action for rescission (Art. 1597) 1. Contract of sale
B. Remedies of the buyer 2. Personal property
1. Action for specific performance (Art. 3. Payable in installments
1598) 4. In the case of the second and
2. Action for rescission or damages for third remedies, that there has
breach of warranty (Art 1599) been a failure to pay two or
more installments
A. REMEDIES OF THE SELLER FOR NOTE: Apply likewise to contracts
BREACH OF CONTRACT purporting to be leases of personal
IN CASE OF MOVABLES property with option to buy
1. Ordinary Remedies Art. 1484 does not apply to a sale:
a. Movables in General – Failure of 1. Payable on straight terms (partly
the vendee to appear to receive in cash and partly in one term)
CIVIL LAW COMMITTEE

133
2. Of Real property ? When the vendor assigns his credit to

Remedies: another person, the latter is likewise
1. Specific performance upon bound by the same law. Accordingly,
vendee’s failure to pay when the assignee forecloses on the
NOTE: Does not bar full recovery for mortgage, there can be no further
judgment secured may be executed recovery of the deficiency and the
on all personal and real properties of vendor-mortgagee is deemed to have
the buyer which are not exempt renounced any right thereto (Borbon II
from execution (Palma v. CA.) vs. Servicewide Specialist, Inc.
2. Rescission of the sale if vendee 258SCRA658)
shall have failed to pay two or NOTE: However, Article 1484(3) does
more installments NOT bar one to whom the vendor has
NOTES: assigned on with a recourse basis his
? Nature of the remedy – which credit against the vendee from
recovering from the vendor the
requires mutual restitution – bars
assigned credit in full although the
further action on the purchase
price (Nonato vs. IAC.) vendor may have no right of recovery
against the vendee for the deficiency
? ⎭GENERAL RULE: cancellation (Filipinas Invest. & Finance Corp. vs.
of sale requires mutual Vitug, Jr. 28SCRA658)
restitution, that is all partial
payments of price or rents must NOTE: Remedies are alternative and
be returned exclusive
⎭EXCEPTIONS: a stipulation that
the installments or rents paid
IN CASE OF IMMOVABLES
shall not be returned to the
vendee or lessee shall be valid 1. Ordinary Remedies
insofar as the same may not be a. In case of anticipatory breach –
unconscionable under the rescission (Article 1591)
circumstan-ces (Article 1486). b. Failure to pay the purchase price
3. Foreclosure of the chattel –
mortgage on the thing sold if rescission upon judicial or
vendee shall have failed to pay notarial demand for
two or more installments. In this rescission (Article 1592)
case, there shall be no further the vendee may pay, even
action against the purchaser to after the expiration of the
recover unpaid balance of the period, as long as no demand
price. for rescission has been made
upon him
NOTES: NOTE: Article 1592 does not
? Further recovery barred only from apply to:
the time of actual sale at public auction 1) Sale on instalment of real
conducted pursuant to foreclosure estate
(Macondray vs. Tan.) 2) Contract to sell
? Other chattels given as security 3) Conditional sale
cannot be foreclosed if they are not 4) Cases covered by RA 6552:
subject of the installment sale (Ridad vs. Realty Installment buyer
Filipinas investment and Finance Corp. protection act
GR 39806, Jan. 28, 1983)
2. R.A. No. 6552 or Maceda Law
? If the vendor assigns his right to a
An Act to Provide Protection to
financing company, the latter may be
regarded as a collecting agency of the buyers of Real Estate on Installment
vendor and cannot therefore recover any Payments
deficiency from the vendee (Zayas vs. Law governing sale or financing of
Luneta Motors Co.) real estate on installment payments
CIVIL LAW COMMITTEE

134
Requisites: payment of the purchase price

1. transactions or contracts annotated in the certificate of
involving the sale OR financing of title covering the property.
real estate on installment
payments, including residential B. If B u y e r h a s p a i d less t h a n 2
condominium apartments; and years of installments
2. buyer defaults in payment of 1. The seller shall give the buyer a
succeeding installments. grace period of NOT less than 60
days from the date the
installment became due. If the
Rights of the buyer:
buyer fails to pay the
A . If B u y e r h a s p a i d at least t w o installments due at the
(2) years of installments expiration of the grace period,
1. The buyer must pay, without the seller may cancel the
additional interest, the unpaid contract after 30 days from
installments due within the total receipt by the buyer of the
grace period earned by him.
notice of cancellation or the
There shall be one (1) month
demand for rescission of
grace period for every one (1)
contract by a notarial act.
year of installment payments
2. Same No. 3 and 4 paragraph A
made
above
NOTE: This right shall be
exercised by the buyer ONLY
NOTE: Down payments, deposits or
once in every 5 years of the life
options on the contract shall be included
of the contract AND its
in the computation of the total number
extensions.
of installment payments made
2. Actual cancellation can only take
place after 30 days from receipt
Remedies of Unpaid Seller
by the buyer of the notice of
I. Possessory Lien
cancellation OR demand for
rescission by a notarial act AND When may be exercised:
upon full payment of the cash 1. Where the goods have been sold
surrender value to the buyer without any stipulation as to
(Olympia Housing vs. Panasiatic, credit
16 January 2003.) 2. When the goods have been sold
NOTE: The seller shall refund to on credit, but the term of credit
the buyer the cash surrender has expired
value of the payments on the 3. Where the buyer becomes
property equivalent to 50% of insolvent
the total payments made. After When lost:
five (5) years of installments, 1. Delivery of the goods to a carrier
there shall be an additional 5% or bailee for the purpose of
every year but not to exceed 90% transmission to the buyer
of the total payments made without reserving ownership or
3. The buyer shall have the right to right of possession
sell his rights or assign the same 2. When the buyer lawfully obtains
to another person OR to possession of the goods
reinstate the contract by 3. By waiver of the lien
updating the account during the NOTE: Possessory lien is lost after the
grace period and before actual seller loses possession but his lien as an
cancellation of the contract unpaid seller remains; hence he is still
4. The buyer shall have the right to an unpaid creditor with respect to the
pay in advance any installment price of specific goods sold. His
or the full unpaid balance of the preference can only be defeated by the
purchase price any time without governments claim to the specific tax on
interest and to have such full
CIVIL LAW COMMITTEE

135
the goods themselves (Arts. 2247 and mere bailee, and will be liable as
2241). such.
NOTE: The bringing of an action to 3. The carrier should not deliver
recover the purchase price is not one of anymore to the buyer or the latter’s
the ways of losing the possessory lien. agent; otherwise he will clearly be
An unpaid seller does not lose his lien by liable for damages.
reason that he has obtained a money 4. The carrier must redeliver to, or
judgement or decree for the price of according to the directions of the
goods (Art. 1529, last paragraph). seller.
II. Stoppage of goods in transitu WAYS OF EXERCISING THE RIGHT TO

Requisites: STOP:
1. Seller must be unpaid 1. By taking actual possession of the
2. Buyer must be insolvent goods
3. Goods must be in transit 2. By giving notice of his claim to the
4. Seller must either: carrier or bailee
a. actually take possession of
the goods sold OR III. Special Right of Resale
b. give notice of his claim to May be exercised only when the
the carrier or other person in unpaid seller has either a right of
possession lien OR has stopped the goods in
5. Seller must surrender the transitu AND under ANY of the
negotiable document of title, if following conditions:
any, issued by the carrier or 1. Where the goods are perishable
bailee in nature
6. Seller must bear the expenses of 2. Where the right to resell is
delivery of the goods after the expressly reserved in case the
exercise of the right buyer should make a default
3. Where the buyer delays in the
GOODS ARE CONSIDERED IN TRANSITU: payment of the price for an
1. after delivery to a carrier or other unreasonable time
bailee and before the buyer or his agent
takes delivery of them; and IV. Rescission
2. If the goods are rejected by the Types:
buyer, and the carrier or other bailee 1. Special Right to Rescind Under
continues in possession of them Art. 1534 – If the seller has
either the right of lien OR a right
GOODS ARE NO LONGER CONSIDERED IN to stop the goods in transitu AND
TRANSITU: under either of 2 situations:
1. after delivery to the buyer or his a. Where the right to rescind on
agent in that behalf; default has been expressly
2. if the buyer or his agent obtains reserved
possession of the goods at a point before b. Where the buyer has been in
the destination originally fixed; default for an unreasonable
3. if the carrier or the bailee time
acknowledges to hold the goods on 2. Under Art. 1597 (“technical
behalf of the buyer; and rescission”)
4. if the carrier or bailee wrongfully
refuses to deliver the goods to the buyer V. Action for the price
When may be exercised:
Effects of the exercise of the right 1. Where the ownership has passed
1. The goods are no longer in transit. to the buyer AND he wrongfully
2. The contract of carriage ends; neglects OR refuses to pay for
instead the carrier now becomes a the price
CIVIL LAW COMMITTEE

136
2. Where the price is payable on a

day certain AND he wrongfully When rescission by buyer not allowed:
neglects OR refuses to pay for 1. if the buyer accepted the goods
the price, irrespective of the knowing of the breach of warranty
delivery or transfer of title without protest
3. Where the goods cannot readily 2. if he fails to notify the seller within a
be resold for a reasonable price reasonable time of his election to
AND the buyer wrongfully refuses rescind
to accept them even before the 3. if he fails to return or offer to return
ownership of the goods has the goods in substantially as good
passed, if Article 1596 is condition as they were in at the time of
inapplicable. the transfer of ownership to him
VI. Action for damages EXTINGUISHMENT OF SALE

When may be exercised: 1. Same causes as in all other
1. In case of wrongful neglect or obligations
refusal by the buyer to accept or 2. Conventional Redemption
pay for the thing sold (Art. 1596 3. Legal Redemption
par.1)
2. In an executory contract, where CONVENTIONAL REDEMPTION
the ownership in the goods has The right which the vendor reserves
not passed, and the seller cannot to himself, to reacquire the property
maintain an action to recover sold provided he returns to the
the price (Art 1595) vendee:
3. If the goods are not yet b. the price of the sale;
identified at the time of the c. expenses of the contract;
contract or subsequently d. any other legitimate payments
B. REMEDIES OF THE BUYER FOR made therefore and;
BREACH OF CONTRACT e. the necessary and useful
expenses made on the thing sold;
1. Action for specific performance and
(Art. 1598) f. fulfills other stipulations which
Where the seller has broken the may have been agreed upon.
contract to deliver specific or
ascertained goods A sale with conventional redemption is
The judgment or decree may be deemed to be an equitable mortgage
unconditional, or upon such terms in any of the following cases:
and conditions as to damages, (IPERTOD)
payment of the price and otherwise
as the court may deem just 1. Unusually Inadequate purchase
price;
2. Remedies of buyer for breach of 2. Possession by the vendor remains, as
warranty by seller (Art. 1599): lessee or otherwise;
1. Recoupment – accept the goods and 3. Extension of redemption period after
set up the seller’s breach to reduce expiration;
or extinguish the price 4. Retention by the vendee of part of
2. Accept the goods and maintain an the purchase price;
action for damages for breach of 5. Vendor binds himself to pay the
warranty Taxes of the thing sold;
3. Refuse to accept the goods and 6. Any Other case where the parties
maintain an action for damages for really intended that the transaction
breach of warranty should secure the payment of a debt
4. Rescind the contract by returning or or the performance of any
offering the return of the goods, and obligation; or
recover the price of any part thereof 7. When there is Doubt as to whether
NOTE: These are alternative remedies. contract is contract of sale with right
CIVIL LAW COMMITTEE

137
of repurchase or an equitable belief he had not redeemed

mortgage. within the proper period.
NOTE: Tender of payment is
Equitable Mortgage sufficient to compel redemption, but
One which lacks the proper is not in itself a payment that
formalities, form of words, or other relieves the vendor from his liability
requisites prescribed by law for a to pay the redemption price (Paez
mortgage, but shows the intention of vs. Magno.)
the parties to make the property
subject of the contract as security LEGAL REDEMPTION
for a debt and contains nothing
The right to be subrogated, upon the
impossible or contrary to law
(Cachola vs. CA 208SCRA496) same terms and conditions stipulated
in the contract, in the place of one
who acquires a thing by (1) purchase
* When can there be presumption as to
or (2) dation in payment, or (3) by
Equitable Mortgage?
any other transaction whereby
1) Parties must have entered into a
ownership is transferred by onerous
contract denominated as a contract of
title.
sale
2) The intention of the parties was to May be effected against movables or
secure an existing debt by way of immovables.
mortgage It must be exercised within thirty
NOTE: In the cases referred to in Arts. (30) days from the notice in writing
1602 and 1604, the apparent vendor may by the vendor.\
ask for the reformation of the
instrument.
Remedy of Reformation: To correct the NOTE: Written notice under Article 1623
instrument so as to make it express the is mandatory for the right of redemption
true intent of the parties. to commence (PSC vs. Sps. Valencia 19
August 2003.)
Redemption Period
a. if there is an agreement: period BASIS OF LEGAL REDEMPTION: Not on
agreed upon cannot exceed 10 years any proprietary right, which after the
b. if no agreement as to the period: 4 sale of the property on execution, leaves
years from the date of the contract the judgment debtor and vests in the
c. the vendor who fails to repurchase purchaser, but on a bare statutory
the property within the period privilege to be exercised only by the
agreed upon may, however, exercise persons named in the statute.
the right to repurchase within 30
days FROM the time final judgment Tender of payment is not necessary;
was rendered in a civil action on the offer to redeem is enough.
basis that the contract was a true
sale with right of repurchase
PRE-EMPTION REDEMPTION
This refers to cases involving a
1. arises before 1. arises after sale
transaction where one of the sale
parties contests or denies that 2. no rescission 2. there can be
the true agreement is one of sale because no sale as rescission of the
with right to repurchase; not to yet exists original sale
cases where the transaction is 3. the action is 3. action is directed
conclusively a pacto de retro directed against against the buyer
sale. Example: Where a buyer a the prospective
retro honestly believed that he seller
entered merely into an Equitable Instances of legal redemption:
Mortgage, not a pacto de retro A. Under the Civil Code (legal
transaction, and because of such redemption):
CIVIL LAW COMMITTEE

138
1. Sale of a co-owner of his share Payment to the original creditor

to a stranger (Article 1620) is valid and debtor shall be
2. When a credit or other released from his obligation
incorporeal right in litigation is 2. After Notice
sold (Article 1634)
Payment to the original creditor
3. Sale of an heir of his hereditary
is not valid as against the
rights to a stranger (Article
assignee
1088)
4. Sale of adjacent rural lands not He can be made to pay again by
exceeding one hectare (Article the assignee
1621)
5. Sale of adjacent small urban Warranties of the assignor of credit:
lands bought merely for a. He warrants the existence of the
speculation (Article 1622) credit
B. Under special laws: b. He warrants the legality of the
1. An equity of redemption in cases credit at the perfection of the
of judicial foreclosures contract
2. A right of redemption in cases of NOTE: There is no warranty as to the
extra-judicial foreclosures solvency of the debtor unless it is
3. Redemption of homesteads expressly stipulated OR unless the
4. Redemption in tax sales insolvency was already existing and of
5. Redemption by an agricultural public knowledge at the time of the
tenant of land sold by the assignment
landowner
NOTE: The seller of an inheritance
warrants only the fact of his heirship but
ASSIGNMENT OF CREDIT not the objects which make up his
inheritance.
a contract by which the owner of a
credit transfers to another his rights Liabilities of the assignor of credit for
and actions against a third person in violation of his warranties
consideration of a price certain in 1. Assignor in good faith
money or its equivalent
NOTE: Transfer of rights by assignment Liability is limited only to the
takes place by the perfection of the price received and to the
contract of assignment without the expenses of the contract, and
necessity of delivering the document any other legitimate payments
evidencing the credit. by reason of the assignment
this rule does not apply to 2. Assignor in bad faith
negotiable documents and Liable not only for the payment
documents of title which are of the price and all the expenses
governed by special laws. but also for damages
Effects of Assignment: Legal Redemption in Sale or Credit or

other incorporeal right in litigation
1. transfers the right to collect the full
value of the credit, even if he paid a Requisites:
price less than such value 1. There must be a sale or assignment
2. transfers all the accessory rights of credit
3. debtor can set up against the 2. There must be a pending litigation at
assignee all the defenses he could the time of the assignment
have set up against the assignor 3. The debtor must pay the assignee:
a. price paid by him
Effect of payment by the debtor after b. judicial cost incurred by him;
assignment of credit AND
1. Before Notice of the assignment c. interest on the price from the
date of payment
CIVIL LAW COMMITTEE

139
4. The right must be exercised by the provisions on barter, the provisions

debtor within 30 days from the date on sales will apply suppletorily
the assignee demands (judicially or
extra-judicially) payment from him BULK SALES LAW (Act No. 3952)
When Sale or Transfer in Bulk:
SALE OF CREDIT OR OTHER Any sale, transfer, mortgage, or
INCORPOREAL RIGHTS IN LITIGATION assignment:
⎭GENERAL RULE: Debtor has the right of 1. Of a stock of goods, wares,
legal redemption in sale of credit or merchandise, provisions, or
incorporeal rights in litigation materials otherwise than in the
⎭EXCEPTIONS: ordinary course of trade and the
a. Sale to a co-heir or co-owner regular prosecution of business; or
b. Sale to a co-owner 2. Of all or substantially all, of the
c. Sale to the possessor of property business or trade; or
in question 3. Of all or substantially all, of the
fixtures and equipment used in the
business of the vendor, mortgagor,
BARTER transferor or assignor (section 2)
BARTER When sale or transfer in bulk not

contract whereby one of the parties covered by Bulk Sales Law:
binds himself to give one thing in 1. If the sale or transfer is in the
consideration of the other's promise ordinary course of trade and the
to give another thing (Article 1638) regular prosecution of business of
the vendor;
NOTE: Barter is similar to a sale with 2. If it is made by one who produces
the only difference that instead of and delivers a written waiver of the
paying a price in money, another thing is provisions of the Bulk Sales Act from
given in lieu of the purchase price his creditors
3. If it is made by an executor,
PERFECTION and CONSUMMATION administrator, receiver, assignee in
insolvency, or public officer, acting
Perfected from the moment there is
under judicial process (Section 8);
a meeting of minds upon the things
and
promised by each party in
4. If it refers to properties exempt from
consideration of the other
attachment or execution (Rules of
Court, Rule 39, Section 12)
Consummated from the time of
mutual delivery by the contracting Protection Accorded to Creditors by
parties of the things promised Bulk Sales Law:
1. It requires the vendor, mortgagor,
NOTES: transferor or assignor to deliver to
? Where the giver of the thing the vendee, mortgagee, or to his or
bartered is not the lawful owner its agent or representative a sworn
thereof, the aggrieved party cannot written statement of names and
be compelled to deliver the thing addresses of all creditors to whom
which he has promised and is also said vendor, etc. may have been
entitled to damages. indebted together with the amount
? Where a party is evicted of the thing due or to be due (Section 3)
exchanged, the injured party is given 2. It requires the vendor, mortgagor,
the option, either to recover the transferor or assignor, at least 10
property he has given in exchange days before the sale, transfer,
with damages or only claim an mortgage, assignment to make a full
indemnity for damages. detailed inventory showing the
quantity and the cost of price of
? As to matters not provided for by the
CIVIL LAW COMMITTEE

140
goods, and to notify every creditor 2. A s against creditors

of the price terms and conditions of A purchaser in violation of the
the sale, etc. (Section 5) law acquires no right in the
property purchased as against
Effects of False Statements in the the creditors of the seller
Schedule of Creditors: His status is that of a trustee or
1. Without knowledge of buyer receiver for the benefit of the
If the statement is fair upon its creditors of the seller; as such,
face and the buyer has no he is responsible for the
knowledge of its incorrectness disposition of the property
and nothing to put him on
inquiry about it, he will be Remedies Available to creditors:
protected in its purchase The proper remedy is one against the
The remedy of the creditor is not goods to subject them to the
against the goods but to payment of the debt, such as
prosecute the seller criminally execution, attachment, garnishment,
2. W i t h knowledge or imputed or by a proceeding in equity
knowledge of buyer An ordinary action against the
The vendee accepts it at his purchaser to obtain money
peril judgement will not lie, unless the
The sale is valid only as between purchaser has sold or otherwise
the vendor and the vendee but disposed of, or dealt with the
void against the creditors property, so as to become personally
liable to creditors for value of it.
3. W i t h n a m e s of certain creditors Acts Punished by Bulk Sales Law:
without notice are omitted f r om 1. Knowingly or wilfully making or
the list delivering a statement required by
The sale is void as to such the Act which does not include the
creditors, whether the omission names of all the creditors of the
was fraudulent or not, vendor, etc. with the correct
4. W i t h respect t o an innocent amount due or to become due or
purchaser for a value f r o m the which contains any false or untrue
original purchaser statement; and
An innocent purchaser for value 2. Transferring title to any stock of
from the original purchaser is goods, wares, merchandise,
protected provisions or materials sold in bulk
However if the circumstances without consideration or for nominal
are such as to bind the consideration (Section 7)
subsequent purchaser with
constructive notice that the sale RETAIL TRADE LIBERALIZATION ACT
to the vendor (original (RA 8762)
purchaser) was fraudulent, the
property will be liable in his Retail Trade
hands to creditors of the original Any act occupation or calling of
vendor habitually selling direct to the
Effect of violation of law on Transfer: general public merchandise,
1. As between the parties commodities or goods for
The Bulk Sales Law does not in consumption, but the restrictions of
any way affect the validity of this law shall not apply to the
the transfer as between the following:
intermediate parties thereto 1. Sales by manufacturer, processor,
A sale not in compliance with laborer, or worker, to the general
the Bulk Sales Law is valid public the products manufactured,
against all persons other than processed produced by him if his
the creditors. capital does not exceed P100,000;
CIVIL LAW COMMITTEE

141
2. Sales by a farmer or agriculturalist May be wholly owned by

selling the products of his farm foreigners except for the first
3. Sales in restaurant operations by a two years after the effectivity of
hotel owner or inn-keeper this Act wherein foreign
irrespective of the amount of participation shall be limited to
capital; provided that the restaurant not > 60% of total equity.
is incidental to the hotel business; 3. Category C:
and
Paid-up capital of the equivalent
4. Sales which are limited only to
in Philippine Peso of:
products manufactured, processed or
$7,500,000 US Dollars or more
assembled by a manufacturer
through a single outlet, irrespective May be wholly owned by
of capitalization foreigners
NOTE: In no case shall the
High-End or Luxury Goods investments for establishing a
store in Categories B and C be
Goods which are not necessary for
less than the equivalent in
life maintenance and whose demand Philippine Peso of: US $830,000
is generated in large part by the 4. Category D:
higher income groups
Enterprises specializing in high-
Shall include but not limited to:
end or luxury products with paid-
jewelry, branded or designer up capital of the equivalent in
clothing and footwear, wearing Philippine Peso of: $250,000 US
apparel, leisure and sporting goods,
Dollars per store
electronics and other personal
effects May be wholly owned by
NOTE: A natural-born citizen of the foreigners
Philippines who has lost his citizenship
but who resides in the Philippines shall
be granted the same rights as Filipino NOTES:
citizens ? Foreign investor shall be required to
maintain in the Philippines the FULL
Foreign Equity Participation: amount of the prescribed minimum
? Foreign-owned partnerships, capital, UNLESS the foreign investor
associations and corporations formed has notified the SEC and the DTI of
and organized under the laws of the its intention to repatriate its capital
Philippines may, upon registration and cease operations in the
with SEC and DTI, or in case of Philippines
Foreign-owned single proprietorship ? Failure to maintain the full amount
with the DTI, engage or invest in of the prescribed minimum capital
retail trade business, subject to the prior to notification of the SEC and
following categories: the DTI shall subject the foreign
1. Category A : investors to penalties or restrictions
Paid-up capital of the equivalent on any future trading
in Philippine Peso of: < activities/business in the Philippines
$2,500,000 US Dollars
NOTE: Foreign Investors Acquiring
Reserved exclusively for Filipino
Shares of Stock of existing retail stores
citizens and corporations wholly whether or not publicly listed whose net
owned by citizens worth is in excess of the Peso equivalent
2. Category B: of US $2,500,000 may purchase only up
Minimum paid-up capital of the to the maximum of 60% of the equity
equivalent in Philippine Peso of thereof within the first 2 years, and
$2,500,000 US Dollars, but thereafter, they may acquire the
<$7,500,000 remaining percentage consistent with
CIVIL LAW COMMITTEE

142
the allowable foreign participation as The subdivision plan, as so approved,

herein provided shall then be submitted to the
Director of Lands for approval in
NOTE: All retail Trade enterprises under accordance with the procedure
categories B and C in which foreign prescribed in Section 44 of the Land
ownership exceeds 80% of equity shall Registration Act (Act No. 496, as
offer a minimum of 30% of their equity amended by R.A. No. 440): Provided,
to the public through any stock that it case of complex subdivision
exchange in the Philippines within 8 plans, court approval shall no longer
years from the start of the operations be required. The condominium plan
as likewise so approved, shall be
Qualification of Foreign Retailers submitted to the Register of Deeds
1. Minimum of $200,000,000 US Dollars of the province or city in which the
net worth in its parent corporation property lies and the same shall be
for Categories B and C and acted upon subject to the conditions
$50,000,000 net worth in its parent and in accordance with the
corporation for Categories D procedure prescribed in Section 4 of
2. 5 retailing branches or franchises in the Condominium Act (R.A. No.
operation anywhere around the 4726).
world unless such retailer has at
least 1 store capitalized at a National Housing authority (now
minimum of $25,000,000 US Dollars Housing and Land Use Regulatory
3. 5-year track record in retailing; and Board) has the exclusive jurisdiction
4. Only nationals from, or juridical to regulate the real estate trade and
entities formed or incorporated in business.
Countries which allow to engage in
retail trade in the Philippines License to sell
Such owner or dealer to whom has
been issued a registration certificate
shall not, however, be authorized to
PD 957 (SUBDIVISION AND sell any subdivision lot or
CONDOMINIUM BUYERS’ PROTECTIVE condominium unit in the registered
DECREE project unless he shall have first
obtained a license to sell the project
Registration of Projects within two weeks from the
The registered owner of a parcel of registration of such project.
land who wishes to convert the same
into a subdivision project shall Exempt transactions
submit his subdivision plan to the A license to sell and performance
HOUSING AND LAND-USE bond shall not be required in any of
REGULATORY BOARD, which shall act the following transactions:
upon and approve the same, upon a 1. Sale of a subdivision lot resulting
finding that the plan complies with from the partition of land among co-
the Subdivision Standards' and owners and co-heirs.
Regulations enforceable at the time 2. Sale or transfer of a subdivision lot
the plan is submitted. The same by the original purchaser thereof and
procedure shall be followed in the any subsequent sale of the same lot.
case of a plan for a condominium 3. Sale of a subdivision lot or a
project except that, in addition, said condominium unit by or for the
Authority shall act upon and approve account of a mortgagee in the
the plan with respect to the building ordinary course of business when
or buildings included in the necessary to liquidate a bona fide
condominium project in accordance debt.
with the National Building Code
(R.A. No. 6541).
CIVIL LAW COMMITTEE

143
Grounds for Revocation of registration 5. Subject matter must be within

certificate and license to sell of owners the commerce of man
or dealers 6. Purpose to which the thing will
1. Is insolvent; or be devoted should not be
2. Has violated any of the provisions of immoral
this Decree or any applicable rule or 7. Onerous (there must rent or
regulation of the Authority, or any price certain)
undertaking of his/its performance 8. Period is Temporary (not
bond; or perpetual, hence, the longest
3. Has been or is engaged or is about to period is 99 years)
engage in fraudulent transactions; or 9. Period is either definite or
4. Has made any misrepresentation in indefinite
any prospectus, brochure, circular or If no term is fixed, we
other literature about the should apply Art.1682 (for rural
subdivision project or condominium leases) and Art. 1687 (for urban
project that has been distributed to leases)
prospective buyers; or
If the term is fixed but
5. Is of bad business repute; or
6. Does not conduct his business in indefinite, the court will fix the
accordance with law or sound term under the law of
business principles. obligations and contracts
10. Lessor need not be the owner
LEASE NOTE: A usufructuary may thus

lease the premises in favor of a
LEASE stranger, such lease to end at the
time that the usufruct itself ends
consensual, bilateral, onerous, and
commutative contract by virtue of Rent
which one person binds himself to
grant temporarily the use of the The compensation either in
thing or to render some service to money, provisions, chattels, or
another who undertakes to pay some labor, received by the lessor
rent. from the lessee.
Kinds of Leases (From the view point of
the subject matter NOTES:
1. Lease of things
2. Lease of service
? When a student boards and lodges in
a dormitory, there is no contract of
3. Lease of work
lease. The contract is not
designated specifically in the Civil
NOTE: Since lease is consensual and is
Code. It is an innominate contract.
not imposed by law, only the lessor has
It is however, believed that the
the right to fix the rents. However, the
contract can be denominated as the
increasing of the rent is not an absolute
contract of board and lodging.
right on the part of the lessor.
? There is a contract of lease when the
Characteristics or Requisites for Lease use and enjoyment of a safety
of Things deposit box in a bank is given for a
1. Consensual price certain. This is certainly not a
2. Principal contract of deposit.
3. Nominate ? A lease of personal property with
4. Purpose is to allow enjoyment or option to buy (at a nominal amount)
use of a thing (the person to at the end of the lease can be
enjoy is the lessee; the person considered a sale.
allowing the enjoyment by
another is the lessor LEASE SALES
1. only use or 1. ownership is
CIVIL LAW COMMITTEE

144
enjoyment is transferred employment – It is based on

transferred It is based on representation –
2. transfer is 2. transfer is mentioned agent represents his
temporary permanent the lessor of principal and enters
3. lessor need not 3. seller must be services does into juridical acts.
be the owner the owner at the not represent his
time the property employer nor
is delivered does he execute
4. the price of the 4. usually, the juridical acts. Preparatory
object, selling price is Principal contract
distinguished from contract
the rent, is usually cannot be the subject matter of a
not mentioned contract of lease of things.
Lease of Services
Why? To use or enjoy hem, they will
Lease of 1. object is some have to be consumed. This cannot be
Things work or service done by a lease since ownership over
1. object of them is not transferred to him by the
contract is a 2. lessor has to contract of lease.
thing perform some work ⎭EXCEPTIONS:
2. lessor has to or service a. If they are merely exhibited
deliver the thing 3. in case of b. If they are accessory to an
leased breach, no action industrial establishment
3. in case of for specific
breach, there performance
can be an action RECORDING OF LEASE OF PERSONAL
for specific PROPERTY
performance ⎭GENERAL RULE: Lease of real property
Contract for a
is personal right
Piece of Work
Lease of (locatio operas) ⎭EXCEPTIONS: Lease partakes of the
Services nature of real right if:
(locatio 1. the important a. Lease of real property is more
operatum) object is the work than 1 year
1. the done b. Lease of real property is
important object registered regardless of duration
is the labor
performed by the 2. the result is
lessor generally
NOTE: Lease of personal property
2. the result is important; generally, cannot be registered. To be binding
generally not the price is not against third persons, the parties must
important, payable until the execute a public instrument.
hence the work is
laborer is completed, and said * Lease may be made orally, but if the
entitled to be price cannot be lease of Real Property is for more
paid even if lawfully demanded than 1 year, it must be in writing
there is if the work is
destruction of
under the Statue of Frauds.
destroyed before it
the work through is finished and
fortuitous event accepted Persons Disqualified to be Lessees
Because Disqualified to Buy
1. A husband and a wife cannot lease to
each other their separate properties
Agency except:
Rule for Lease of a. if separation of property was
Lease of agreed upon
Services
Consumable Goods
⎭GENERAL RULE: b. if there has been judicial
Consumable goods separation of property
CIVIL LAW COMMITTEE

145
Persons referred to in Art. 1491 are b. The sublessee is subsidiarily

disqualified because of fiduciary liable to the lessor for any rent
relationships due from the lessee.
NOTE: The sublessee shall not be
SUBLEASE responsible beyond the amount of rent
A separate and distinct contract of due from him.
lease wherein the original lessee
becomes a sublessor to a sublessee. Accion Directa: direct action which the
lessor may bring against a sublessee who
Allowed unless expressly prohibited.
misuses the subleased property.
The sublessee is subsidiarily liable
for any rent due. The lessor has an OBLIGATIONS OF THE LESSOR (DnM)
accion directa against the sublessee a. Delivery of the object (cannot
for unpaid rentals and improper use be waived)
of the object. b. Making of necessary repairs
c. Maintenance in peaceful and
SUBLEASE agains 4. the assignee has a direct action
t the against the lessor
1. there are two lessor adequate possession
leases and two ASSIGNMENT OF
distinct juridical LEASE OBLIGATIONS OF THE LESSEE (R2EN2U)
relationships 1. there is only one a. to pay rent
although juridical relationship, b. to use thing leased as a diligent
immediately that of the lessor father of a family, devoting it to
connected and and the assignee, the use stipulated
related to each who is
other c. to pay expenses for the deed of
converted into a
2. the lessee lease
personality of d. to notify the lessor of usurpation
the lessee does or untoward acts
not disappear 2. the personality of e. to notify the lessor of need for
3.the lessee does the lessee repairs
not transmit disappears f. to return the property leased
absolutely his upon termination of the lease
rights and 3. the lessee
obligations to the transmits absolutely Effect of Destruction of the Thing
sublessee his rights to the
Leased:
4. the sublessee, assignee
generally, does 1. Total destruction by a fortuitous
not have any event
direct action Lease is extinguished
RIGHTS OF LESSOR IF SUBLEASE between the lessor

PROHIBITED BUT ENTERED INTO BY and the lessee
LESSEE: 2. Partial destruction
1) Rescission and damages, or a. Proportional reduction of the
2) Damages only (Contract will be rent, or
allowed to remain in force) b. Rescission of the lease
3) Ejectment When lessee may suspend payment of
rent:
Instances when sublessee is liable to 1. lessor fails to undertake necessary
the lessor: repairs
a. All acts which refer to the use 2. lessor fails to maintain the lessee in
and preservation of the thing peaceful and adequate enjoyment of
leased in the manner stipulated the property leased
CIVIL LAW COMMITTEE

146
NOTE: “Suspend”- for the intervening The lessee is obliged to tolerate the
period, the lessee does not have to pay work although it may be very
the rent. annoying to him and although during
the same time he may be deprived
EFFECTIVITY OF THE SUSPENSION: of a part of the premises
The right begins: 1. If repairs last for more than 40 days:
a) In the case of repairs, from the time Lessee cannot act for reduction of
he made the demand for said repairs, rent or rescission
and the demand went unheeded. 2. If 40 days or more: lessee can ask
b) In the case of eviction, from the time for proportionate reduction
the final judgment for eviction becomes NOTE: In either case, rescission may be
effective. availed of if the main purpose is to
provide a dwelling place and the
Alternative remedies of Aggrieved property becomes uninhabitable.
party (Lessor/Lessee) in case of Non-
fulfillment of duties: Effects if Lessor fails to make Urgent
1. Rescission and damages Repairs
2. Damages only, allowing the contract 1. Lessee may order repairs at the
to remain in force – Specific lessor’s cost
Performance 2. Lessee may sue for damages
NOTE: Damages Recoverable in 3. Lessee may suspend the payment of
ejectment cases are the rents or the fair the rent
rental value of the premises. The 4. Lessee may ask for rescission, in case
following cannot be successfully of substantial damage to him
claimed:
1. Profits plaintiff could have TRESPASS IN LEASE:
earned were it not for the 1. Trespass in fact (perturbacion de
possible entry or unlawful mere hecho):
detainer
physical enjoyment is reduced
2. Material injury to the premises
3. Actual, moral, or exemplary Lessor will not be held liable.
damages 2. Trespass in law (perturbacion de
derecho):
Immediate termination of lease under A third person claims legal right
Art. 1660 applies: to enjoy the premises
1. only to dwelling place or any other Lessor will be held liable
building intended for human
habitation NOTE: While the Japanese Occupation
2. even if at the time the contract was was a fortuitous event, the lessor is still
perfected, the lessee knew of the not excused from his obligation to
dangerous condition or waived the warrant peaceful legal possession. Lease
right to rescind on account of this is a contract that calls for prestations
condition both reciprocal and repetitive; and the
Rules on Alteration of the Form of the obligations of either party are not
Lease discharged at any given moment, but
must be fulfilled all throughout the term
The Lessor can alter provided there
of the contract. (Villaruel vs. Manila
is no impairment of the use to which Motor Co.)
the thing is devoted under the terms
of the lease
Duration of Lease
Alteration can also be made by the 1. Lease m a d e for a determinate
Lessee so long as the value of the time or fixed Period
property is not substantially
Lease will be for the said period
impaired
and it ends on the day fixed
Rules in case of Urgent Repairs without need of a demand
CIVIL LAW COMMITTEE

147
IMPLIED NEW LEASE

2. If there is n o fixed period Reconducion) (Tacita
A. For Rural Lands (Article 1680) lease which arises if at the end of
it shall be for all time necessary the contract the lessee should
for the gathering of fruits which continue enjoying the thing leased
the whole estate may yield in 1 for 15 days with the acquiescence of
year, or which it may yield once the lessor, unless a notice to the
B. For Urban Lands (Article 1687) contrary had previously been given
a. If rent is paid daily: lease is by either party.
from day to day
b. If rent is paid weekly: lease is Requisites:
from week to week a. the term of the original contract
c. If rent is paid monthly: lease is has expired
from month to month b. the lessor has not given the
d. If rent is paid yearly: lease is lessee a notice to vacate
from year to year c. the lessee continued enjoying
the thing leased for at least 15
RULES ON EXTENSION OF THE LEASE days with the acquiescence of
PERIOD: the lessor
1) If a lease contract for a definite term
allows lessee to extend the term, there
When there is no implied new
is no necessity for lessee to notify lessor
of his desire to so extend the term, lease:
unless the contrary is stipulated. 1. When before or after the
2) “May be extended” as stipulation: expiration of the term, there is a
notice to vacate given by either
lessee can extend without lessor’s
party.
consent but lessee must notify lessor.
2. When there is no definite fixed
3) “May be extended for 6 years agreed
period in the original lease contract
upon by both parties” as stipulation: This
as in the case of successive
must be interpreted in favor of the
renewals.
lessee. Hence, ordinarily the lessee at
the end of the original period may
either: Effects:
a) leave the premises; or a. The period of the new lease is
b) remain in possession not that stated in the original
4) In co-ownership, assent of all is contract but the time in Articles
needed; otherwise, it is void or 1682 and 1687.
ineffective as against non-consenting co- b. Other terms of the original
owners. contract are revived.
5) Where according to the terms of the
contract, the lease can be extended only NOTE: Terms that are revived are only
by the written consent of the parties those which are germane to the
thereto, no right of extension can rise enjoyment of possession, but not those
without such written consent. with respect to special agreements
Rule if Lessor Objects to the Lessee’s which are by nature foreign to the right
continued Possession: of occupancy or enjoyment inherent in a
contract of lease – such as an option to
Requisites:
purchase the leased premises (Dizon vs.
1. Contract has expired Magsaysay GR No. 23399, May 31,1974)
2. Lessee continued enjoying the thing
3. Lessor Objected to this enjoyment
Perpetual Lease
If the three requisites are present,
A lease contract providing that the
the lessee shall be considered a
lessee can stay in the premises for as
possessor in bad faith
long as he wants and for as long as
CIVIL LAW COMMITTEE

148
he can pay the rentals and its b. All residential units in other areas
increases. the total monthly rental for each of
This is not permissible; it is a purely which does not exceed P4,000 as of
potestative condition because it 1/1/02, without prejudice to pre-
leaves the effectivity and enjoyment existing contracts.
of leasehold rights to the sole and
exclusive will of the lessee Grounds for judicial ejectment:
SANORE
NOTE: In Jespajo Realty vs. CA, 27 1. Assignment of lease or subleasing of
Sept. 2002, the SC upheld a lease residential units including the
contract, which provides that “the lease acceptance of boarders or
contract shall continue for an indefinite bedspacers without written consent
period provided that the lessee is up-to- of the owner or lessor;
date in the payment of his monthly 2. Arrears in payment of rent for a
rentals” for the contract is one with a total of 3 months;
period subject to a resolutory condition. 3. Legitimate needs of the owner or
lessor to repossess for his own use or
PURCHASE OF THE LEASED PROPERTY for the use of any immediate
⎭GENERAL RULE: Purchaser of thing member of his family as a residential
leased can terminate lease. unit, provided:
⎭EXCEPTIONS: a. owner or immediate member not
a. lease is recorded in Registry of being owner of any other available
Property residential unit within the same city
b. there is stipulation in the or municipality;
contract of sale that purchaser b. lease for a definite period has
shall respect the lease expired;
c. purchaser knows the existence of c. lessor has given lessee formal
the lease notice 3 months in advance; and
d. sale is fictitious d. owner or lessor is prohibited
e. sale is made with right of from leasing the residential unit or
repurchase allowing its use by a third person for
at least 1 year.
GROUNDS FOR EJECTMENT UNDER ART. 4. Absolute ownership by the lessee of
1673: (ELVU) another dwelling unit in the same
1. Expiration of the period agreed upon city or municipality which may be
or the period under Arts. 1682 and lawfully used as his residence
1687; provided lessee is with formal notice
2. Lack of payment of the price 3 months in advance;
stipulated; 5. Need of the lessor to make necessary
3. Violation of any of the conditions repairs in the leased premises which
agreed upon in the contract; and is the subject of an existing order of
4. Unauthorized use or service by the condemnation by appropriate
lessee of the thing leased. authorities concerned in order to
make said premises safe and
habitable; and
6. Expiration of period of the lease
RENTAL REFORM ACT OF 2002 contract.
(R.A. No. 9161)
NOTE:
Effectivity: January 1, 2002.
Except when the lease is for a
Coverage:
definite period, the provisions of
a. All residential units of NCR and other
Art. 1673(1) of the Civil Code (CC),
highly urbanized cities, the total
insofar as they refer to residential
monthly rental for each of which
units, shall be suspended during the
does not exceed P7,500;
effectivity of R.A. 9161, but other
CIVIL LAW COMMITTEE

149
provisions of the CC and the Rules of Lease duration: If

Court on lease contracts insofar as not fixed, it shall be
they are not in conflict with the for all time
provisions of R.A. No. 9161 shall necessary for the
apply. gathering of fruits
No increase in monthly rental by which the whole
more than 10% is allowed. estate may yield in 1
year, or which it may
TERMINATION OF THE LEASE yield once.
If made for a determinate time, it
ceases upon the day fixed without Special Provisions for Urban Lands
the need of a demand. Repairs for which u r ban
1) By the expiration of the period lessor is
2) By the total loss of the thing liable:
3) By the resolution of the right of the 1. special stipulation
lessor 2. if none, custom of the place
4) By the will of the purchaser or 3. in case of doubt, the repairs
transferee of the thing are
5) By rescission due to non-performance chargeable against him
of the obligation of one of the parties
Special Provisions for Rural Lands Lease duration:

Effect of loss due to fortuitous 1. If there is a fixed period, lease
event: will be
1. Ordinary fortuitous event – no for said period.
reduction 2. If no fixed period,
2. Extraordinary fortuitous event apply the following rules:
a. if more than ½ of the fruits were a. If rent is paid daily: day to
lost, there shall be a reduction, day
unless there is a stipulation to b. If rent is paid weekly: week to
the contrary week
b. if ½ or l ess, t here shal l be no c. If rent is paid monthly: month to
reduction month
d. If rent is paid yearly: year to
year
CIVIL LAW COMMITTEE


(PDF) Sales Memory Aid San Beda

Загружено:

Сведения о документе

Оригинальное название

Авторское право

Доступные форматы

Поделиться этим документом

Поделиться или встроить документ

Параметры публикации

Этот документ был вам полезен?

Это неприемлемый материал?

Авторское право:

Доступные форматы

(PDF) Sales Memory Aid San Beda

Загружено:

Авторское право:

Доступные форматы

San Beda College of Law

MEMORY AID IN CIVIL LAW

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

remedy of the seller not a breach – 1. Constructive 1. Third person

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

NOTE: In case of doubt the presumption Sale Agent receives

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

Rules to determine if the contract is the object the acquisition of

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

Effect when the price is fixed by the ⎭EXCEPTIONS:

Effect of Gross Inadequacy of Price: Effect of Failure to determine price:

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

⎭EXCEPTION: When the sale is subject bouncing checks. (EDCA

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

accepted, results in a perfected contract the option cannot be withdrawn by the

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

subject property to any other party, First view:

Earnest money Option money Where the ownership is transferred

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

There is warranty that the thing sold 4.“Applicable statute” requires

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

4. public officers and employees, Article 1491 and cannot work to

6. any other person specially OBLIGATIONS OF THE VENDOR: (WPD-

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

2. Legal or constructive – delivery is vendee has lost the right to make

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

1. Subject to a 1. Subject to a 3. Sales sanctioned by judicial or

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

2. If the goods are deliverable to the 1. Buyer may reject; or

* If the holder of a negotiable document RULES WHEN GOODS MIXED WITH

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

? Possession is either actual or either to refuse or proceed with the sale

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

2. IMPLIED - that which the law b. Income or fruits if he has been

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

the risks of eviction and a. Accion redhibitoria (rescission)

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

The buyer in such a case is in the 1. Express acceptance

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW

applicable. Article 1590, delivery or, having appeared,

CIVIL LAW COMMITTEE

MEMORY AID IN CIVIL LAW