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I.

CONCEPT OF SALES  Sale vs Dation in Payment


SALE DATION IN PAYMENT
Art. 1458. By the Contract of sale one of the contracting parties 1. No pre-existing credit 1. there is a pre-existing
obligates himself to transfer the ownership of and to deliver a 2. Gives rise to an credit
determinate thing, and the other to pay therefor a price certain in obligation 2. extinguishes the
money or its equivalent. 3. The cause or obligation
consideration is the 3. the cause or
A contract of sale may be absolute or conditional. price from the consideration here,
viewpoint of the seller; from the viewpoint of
 Essential Characteristics of the Contract of Sale or the obtaining of the the person offering
a) Consensual – perfected by mere consent object from the dation in payment, is
b) Bilateral Reciprocal – both parties are viewpoint of the buyer the extinguishing of
bound by obligations dependent upon each his debt; from the
other viewpoint of the
c) Onerous – because to acquire rights, creditor, it is the
valuable consideration must be given acquisition of the
d) Commutative – as a rule the values object offered in lieu of
exchanged are almost equivalent to each the original credit
other 4. There is agreater 4. there is less freedom
e) Principal – there is no necessity for it to freedom in the in the determination of
depend upon the existence of another valid determination of the the price
contract price
f) Nominate – the Code refers to it by a special 5. The giving of the price 5. the giving of the object
designation or name, i.e., the Contract of Sale may generally end the in lieu of the credit
obligation of the buyer may extinguish
 Elements of a Contract of Sale completely or partially
a) Consent or Meeting of the Minds – consent the credit, depending
to transfer ownership in exchange for the on the agreement
price
b) Determinate Subject Matter – Generally,
there is no sale of generic thing; moreover, if  Contract of Sale vs Contract to Sell
the parties differ as to the subject, there can
be no meeting of the minds CONTRACT OF SALE CONTRACT TO SELL
c) Price certain in money or its equivalent – 1. The non-payment of 1. The payment in full
cause or consideration. The price need not be price is a resolutory of the price is a
in money condition. It may by positive suspensive
such occurrence put condition. Hence, if
 Some Principles an end to a transaction the price is not paid,
 A CoS without any consideration and that once upon a time it is as if the
executed by a person who is of low existed obligation of the
intelligence, illiterate, and who could not sign seller to deliver and
his name or affix his thumbmark, is void. to transfer
 A receipt which merely acknowledges the ownership never
sum of 1k without any agreement as to the became effective
total purchase price lacks the requisites of a and binding
valid contract of sale, and is neither valid nor 2. Title over the property 2. Ownership is
enforceable passes to the buyer retained by the
upon delivery seller, regardless of
 Natural Elements of a CoS delivery and is not to
 those which are inherent in the Contract, and pass until full
which in the absence of any contrary payment of the price
provision, are deemed to exist in the Contract) 3. Delivery has been 3. Since the seller
made, the seller has retains ownership,
a) Warranty Against Eviction – deprivation of lost ownership and despite delivery, he
the property brought cannot recover it is enforcing and not
b) Warranty Against Hidden Defects unless the contract is rescinding the
resolved or rescinded contract if he seels
 Accidental Elements to oust the buyer for
 Those which may be present or absent in the failure to pay
stipulation, such as the place or time of
payment, or the presence of conditions

 Stages in the Contract of Sale Art. 1459. The thing must be licit and the vendor must have a right
a) Generation or Negotiation to transfer the ownership thereof at the time it is delivered
b) Perfection – meeting of the minds
c) Consummation – when the object is  Licit Object – means lawful i.e., within the commerce
delivered and the price is paid of men
 Things may be illicit per se (of its nature) and per There may be a contract of sale of goods, whose acquisition by
accidens (made illegal by provision of law) the seller depends upon a contingency which may or may not
 If the object of the sale is illicit, the contract is null and happen
void
 The right of redemption and usufruct may be sold, so  Sale of Goods – may be future or existing goods
also may literary, artistic and scientific works.  Future Goods – are those which are still to be
manufactured, raised, acquired by the seller after
the perfection of the contract or things whose
Art. 1460. A thing is determinate when it is particularly designated acquisition depends upon a contingency which
or physical segregated from all others of the same class. may or may not happen.

The requisite that a thing be determinate is satisfied is at the time


the contract is entered into, the thing is capable of being made Art. 1463. The sole owner of a thing may sell an undivided interest
determinate without the necessity of a new or further agreement therein.
between the parties.

 Determinate – specific, but it is not essential really Art. 1564. In the case of fungible goods, there may be a sale of an
that at the time of perfection, the object be already undivided share of a specific mass, though the seller purports to
specific. It is sufficient that it be capable of being sell and the buyer to buy a definite number, weight or measure of
determinate without need of any new agreement. the goods in the mass, and through the number, weigh or measure
of the goods in the mass is undetermnined. By such a sale the
buyer becomes owner in common of such a share of the mass as
Art. 1461. Things having a potential existence may be the object of the number, weight or measure bought bears to the number,
a contract of sale. weight or measure of the mass. If the mass contains less than the
number, weight or measure bought, the buyer becomes the owner
The efficacy of the sale of a mere hope or expectancy is deemed of the whole mass and the seller is bound to make good the
subject to the condition that the thing will come into existence. deficiency from goods of the same kind and quality, unless a
contrary intent appears.
The sale of a vain hope or expectancy is void.

 Things with Potential Existence Art. 1465. Things subject to a resolutory condition may be the
1. All my rice harvest next year object of a contract of sale.
2. Young animals not yet in existence or
ungrown fruits  Examples
3. A particular wine a vineyard is expected to 1. Property subject to reserve troncal may be
produce sold
4. The expected goodwill of a business 2. A usufruct that may end when the naked
5. The wool that shall, thereafter grow upon a owner becomes a lawyer may be sold
sheep
 Sale of an Expected Thing (Emptio Rei Sperati)
 If the sale did not materialize, the sale is not Art. 1466. In constrying a contract containing provisions
effective characteristic of both the contract of sale and of the contract of
 Deals with a future thing agency to sell, the essential clauses of the whole instrument shall
 Sale of the Hope Itself (Emptio Spei) be considered.
 It does not matter whether the expected thing
materialized or not, what is important is that  Contract to Sell vs Contract of Agency to Sell
the hope itself validly existed
 Deals with a present thing Contract to Sell Contract of Agency to Sell
 Ex: sale of a valid sweepstakes ticket 1. Buyer pays the price 1. Agent delivers the
 Vain Hope or Expectancy price which in turn he
 If the hope or expectancy itself is vain, the got from his buyer
sale itself is void 2. Buyer after delivery 2. The agent who is
 Be noted that this is not an aleatory contract becomes the owner supposed to sell
for while in an aleatory contract there is an does not become the
element of chance, here, there is completely owner, even if the
no chance property has already
nee delivered to him
 Ex: sale of a losing ticket for a sweepstakes
3. Seller warrants 3. Agent who sells
already run
assumes no personal
liability as long as he
acts within his
Art. 1462. The goods which form the subject of a contract of sale authority and in the
may be either existing goods, owned or possessed by the seller, or name of the principal
goods to be manufactured, raised or acquired by the seller agter
the perfection of the contract of sale, in this Title called “future
goods.”
Art. 1467. A contract for the delivery at a certain price of an article
which the vendor in the ordinary course of his business
manufactures or procures for the general market, whether the
same is on hand at the time or not, is a contract of sale, but if he  When no specific amount is stipulated
goods are to be manufactured specially for the customer and  If there is no specific amount that has been
upon his special order, and not for the general market, it is a agreed upon, the price is still considered
contract for a piece of work. CERTAIN:
a) If it be certain with reference to
 Rule to determine if the Contract is One of Sale another thing certain (ex: price of
or a Piece of Work tuition fee charged at Ateneo for a
1. If ordered in the ordinary course of business pre-bar review course)
– SALE b) If the determination of the price is left
2. If manufactured specially and not for the to the judgment of a specified person
markert -- PIECE OF WORK or persons
 Schools of Thought c) In the cases provided under Art. 172
1. Massachusetts Rule – if specially done at of the Civil Code
the order of another, this is a contract for a
PIECE OF WORK. Philippines follows this
rule Art. 1470. Gross inadequacy of price does not affect a contract of
2. New York Rule – If the thing already exists, it sale, except as it may indicate a defect in the consent, or that the
is a SALE, if not, WORK parties really intended a donation or some other act or contract
3. English Rule – If material is more valuable,
SALE; if skill is more valuable, WORK  In ORDINARY SALE, the sale remains valid even
 If I ask someone to construct a house for me, is if the price is very low. If there was vitiated
this a contract of sale or for a piece of work? consent, the contract may be annulled but only
 If he will construct on his own land, and I will due to such vitiated consent
get both the land and the house it would seem  In EXECUTION OF JUDICIAL SALES, mere
that this can be very well treated as a SALE inadequacy of price will not set aside a judicial sale
______________________________________________ of a property; but if the price is so inadequate as
to shock the conscience of the court, it will be set
Art. 1468. If the consideration of the contract consists partly in aside
money, and partly in another thing, the transaction shall be
characterized by the manifest intention of the parties. If such
intention does not clearly appear, it shall be considered a barter
Art. 1471. If the price is simulated, the sale is void, but the act may
if the value of the thing given as a part of the consideration
exceeds the amount of the money or its equivalent; otherwise it be shown to have been in reality a donation, or some other act or
contract.
is a sale
 Simulated Price
 Rules to Determine whether Contract is one of
Sale or Barter  The price must not be fictitious. Therefore, isf
1. Intent it is, the contract as a sale is void
2. If intent does not clearly appear  It may however, be valid as a donation or
a) If the thing is more valuable than money some other agreement, provided the
– BARTER requirements of donations or other
b) IF 50-50 – SALE agreements have been complied with. If the
c) If the thing is less valuable than money – requirements do not exists, the contract as a
SALE sale is absolutely void
 In order to judge the intention, we must consider  A price is simulated IF
the contemporaneous and consequent acts of the  It is fictitious
parties.  There being no price, there is no cause or
consideration; hence the contract is void as a
sale
Art. 1469. In order that the price may be considered certain, it shall  A rescission of the price will not invalidate a
be sufficient that it be so with reference to another thing certain, sale
or that the determination thereof be left to the judgment of a  Fictitious Sale
specified person or persons.  A mother sells to her child a property at a very
low much lower price than what she has paid
Should such person or persons be unable or unwilling to fix it, for it
the contract shall be inefficacious, unless the parties ______________________________________________
subsequently agree upon the price.
Art. 1472. The price of securities, grain, liquids, and other things
If the third person or persons acted in bad faith or by mistake, the shall also be considered certain, when the price fixed is that
courts may fix the price. which the thing sold would have on a definite day, or in a
particular exchange or market, or when an amount is fixe above
Where such third person or persons are prevented from fixing or below the price on such day, or in such exchange or market,
the price or terms by default of the seller or the buyer, the party provided said amount be certain.
not in fault may have such remedies against the party in fault as
are allowed the seller or the buyer, as the case may be  Certainty of Price of Securities
 I can sell to you today a Mont Blanc fountain
pen at the price equivalent to the stock
quotation two days from today of 100 shares
of PLDT
 If stock market price cannot be ascertained  Before perfection
 if the stock quotation price two days later  No mutual rights and obligations exist
cannot really be ascertained at that time, the between the would be buyer and the would be
sale is inefficacious seller
 Accepted Bilateral Promise to Buy and Sell
 In sense, is similar to, but not exactly the
Art. 1473. The fixing of the price can never be left to the discretion same as, as perfected contract of sale
of one of the contracting parties. However, if the price fixed by  Permitted under Art. 1479, par 1 “A promise
one of the parties is accepted by the other, the sale is perfected. to buy and sell a determinate thing for a price
certain is reciprocally demandable”
 Price cannot be left to the discretion of one  Formalities for Perfection
party Under the Statute of Frauds, the sale of
 REASON: The other could not have 1. Real Property – regardless of the amount,
consented to the price, for he did not know must be in writing
what it was 2. Personal Property, if P500 or more must be
in writing to be enforceable. If it is orally made,
it cannot be enforced by a judicial action
except if the defense of the Statute of Frauds
Art. 1474. Where the price cannot be determined in accordance
with the preceding articles, or in any other manner, the contract is waived
is inefficacious. However, if the thing or any part thereof has been  Perfection in the Case of Advertisements
delivered to and appropriated by the buyer, he must pay a  Advertisements are mere invitations to make
reasonable price therefore. What is a reasonable price is a an offer, and therefore, one cannot compel
question of fact dependent on the circumstances of each adviser to sell
particular case.  Transfer of Ownership
 Mere perfection of a contract does not transfer
 Effect if the price cannot be determined ownership. Ownership of the object is
1. The sale is void for the buyer cannot fulfil his transferred only after delivery
duty to pay  Effect of Perfection
2. If the buyer has made use of it, he should not  The mutual parties must now comply with
be allowed to enrich himself unjustly at their mutual obligations
another’s expense. So, he must pay a
reasonable price. The seller’s price,however,
must be the one paid if the buyer knew how Art. 1476. In the case of a sale by auction:
much the seller was charging and there was 1) Where goods are put up for sale by auction in lots,
an acceptance of the goods delivered. Here, each lot is the subject of a separate contract of sale
there is an implied assent to the price fixed, 2) A sale by auction is perfected when the auctioneer
announces its perfection by the fall of the hammer,
or in any other customary manner. Until such
Art. 1475. The contact of sale is perfected at the moment there is a announcement is made, any bidder may retract his
meeting of the minds upon the thing which is the object of the bid; and the auctioneer may withdraw the goods
contract and upon the price. from the sale unless the auction has been announced
to be without reserve
From that moment, the parties may reciprocally demand 3) A right to bid may be reserved expressly by on
performance, subject to the provisions of the law governing the behalf of the seller, unless otherwise provided by la
form of contracts or by stipulation
4) Where notice has not been given that a sale by
 Nature of Contract auction is subject to a right to bid on behalf of the
 Consensual: perfected by mere consent seller, it shall not be lawful for the seller to bid
 Delivery or payment is not essential for himself or to employ or induce any person to bid at
perfection such sale on his behalf or for the auctioneer, to
 The contract of sale is consummated upon employ or to induce any person to bid at such sale
delivery and payment on behalf of the seller or knowingly to take any bid
 Requirements for Perfection from the seller of any person employed by him. Any
1. When the parents are face to face when an sale contravening this rule may be treated as
offer is accepted without conditions and fraudulent by the buyer
without qualifications
2. When contract is through correspondence or  When sale by Auction is perfected
through a telegram, there is perfection when  The sale is perfected when the auctioneer
the offeror receives or has knowledge of the announces its perfection by the fall of the
acceptance by the offeree hammer or in other customary manner
o If the buyer has already accepted,  Before the fall of the Hammer:
but the seller does not know yet of 1. a bidder may: retract his bid because
the acceptance, the seller may still every bidding is merely an offer and
withdraw therefore, before it is accepted, it may be
3. when the sale is made subject to a withdrawn. The assent is signified on the
suspensive condition, perfection is from the part of the seller by knocking down the
moment the condition is fulfilled hammer.
2. An auctioneer may withdraw the goods  A promises to sell to B. B accepts the
from the sale unless the action has been promise, but does not in turn promise to buy.
announced to be without reserved. It is This is an accepted unilateral promise to sell.
because the bid is merely an offer, not an It is binding on the promissor only if the
acceptance of an offer to sell. Therefore, promise is supported by a consideration
it can be rejected. What the auctioneer distinct from the price.
does in withdrawing is merely reject the  Policitation – unilateral promise to buy or to sell
offer which is not accepted. This produces no juridical
 When Seller Can Bid? effect, and creates no legal bond. This is a mere
1. A right to bid was reserved; and offer, and has not yet been conversed into a
2. Notice was given that the sale by auction is contract.
subject to a right to bid on behalf of the seller  Bilateral Promise – a bilateral promise to buy and
 May a seller employ others to bid for him? sell a certain thing for a price certain gives to the
 Yes, provided that he has notified the public contracting parties personal rights in that each has
that the auction is subject to the right to bid on the right to demand from the other the fulfilment of
behalf of the seller the obligation.
 People who bid for the sellers, but are not  Unilateral Promise – the acceptance of a
themselves bond are called by bidders or unilateral promise to sell must be plain, clear and
puffers unconditional. Therefore, if there is a qualified
 BUT, without the notice, any sale acceptance with the terms different from the offer,
contravening the rule may be treated by the there is no acceptance, that is, there is no promise
buyer as fraudulent to buy and there is no perfected sale
 Option
 A contract granting a person the privilege to
Art. 1477. The ownership of the thing sold shall be transferred to buy or not to buy certain objects at any time
the vendee upon the actual or constructive delivery thereof. within the agreed period at a fixed price
 Separate and distinct contract fron the
 When ownership is transferred contract which the parties may enter into upon
 Perfection by delivery the consummation of the contract
 Kinds of Delivery  An option must have its own cause or
1. Actual consideration
2. Constructive – including any other manner  If an option is granted, how long is the offer
signifying an agreement that the possession bound by his promise?
is transferred  If no period has been stipulated, the court will
fix them
 Is the right to buy, a right that may be
Art. 1478. The parties may stipulate that ownership in the thing transmitted to others?
shall not pass to the purchaser until he has fully paid the price  YES, unless it was granted for purely personal
considerations
 When ownership is not transferred despite
delivery
 Generally, ownership is transferred upon Art. 1480. Any injury to or benefit from the thing sold, after the
delivery, but even if delivered, the ownership contract has been perfected, from the moment of the perfection
may still be with the seller till full payment of of the contract to the time of delivery, shall be governed by
the price is made, IF there is a stipulation to Articles 1163 to 1166 and 1262.
this effect
 The stipulation is usually knows as pactum This rule shall apply to the sale of fungible things, made
reservati dominie and is common in sales on independently and for a single price, or without consideration of
instalment plans their weight, number or measure.

Should fungible things be sold for a price fixed according to


weight, number, or measure, the risk shall not be imputed to the
Art. 1479. A promise to buy and sell a determinate thing for a price vendee until they have been weighed, counted or measured, and
certain is reciprocally demandable delivered, unless the latter has incurred in delay.
An accepted unilateral promise to buy or to sell a determinate  Who bears the risk of loss?
thing for a price certain is binding upon the promissor if the
1. If the object was lost before perfection
promise is supported by a consideration distinct from the price.
 The seller bears the loss because there was
no contract, for there are no cause or
 First Paragraph – MUTUAL PROMISE
consideration. Being the owner, the seller
 A promises to buy something and B promises bears the loss, therefore, he cannot demand
to sell it at an agreed price. This is a promise payment of the price
to buy and sell, clearly a bilateral reciprocal 2. If the object was lost after delivery to the buyer
contract
 The buyer bears the risk of loss (Res perit
 Second Paragraph – ACCEPTED UNILATERAL domino)
PROMISE 3. If the object was lost after perfection but
 Only one makes a promise. This promise is before delivery
accepted by the other
 The buyer bears the loss, as exception to the sample in kind, quality and character. Only the
rules of res perit domino sample is exhibited. The bulk is not present, and
REASONS: so there is no opportunity to examine or inspect it.
i. had the sale been perfected, the  Remedies of a Buyer if the bulk of goods
buyer would have borne the loss, purchases does is defective or damaged
that is, he would still have to pay for a. To return the thing, and recover the
the object even if no delivery had money paid; OR
been made b. To retain the thing, and still sue for
ii. Under Art. 1262, an obligation which breach of warranty
consists in the delivery of a  Sale by Description and Sample – the mere
determinate thing shall be exhibition of the sample does not necessarily
extinguished if it should be lost or make it a sale by sample. This exhibition must
destroyed without the fault of the have been the sole basis or inducement of the
debtor, and before he has incurred in sale. A sale by sample may still be had even if the
delay sample was shown only in connection with a sale
iii. Art. 1583 says that in case of loss, to the first purchaser. There can be sale by sample
deterioration or improvement of the even if the sale is “as is”
thing before its delivery, the rule in
Art. 1189 shall be observed, the
vendor being considered the debtor. Art. 1482. Whenever earnest money is given in a contract of sale,
Art. 1189 in turn, says, if the thing is it shall be considered as part of the price and a proof of the
lost without the fault of the debtor, perfection of the contact.
the obligation shall be extinguished
iv. Art. 1269 on loss states that: the  Earnest Money – also called “arras”, is something
obligation having been extinguished of value to show that the buyer was really in
by the loss of the thing, the creditor earnest, and given to the seller to bind the bargain.
shall have all the rights of action IT APPLIES TO A PERFECTED SALE.
which the debtor may have against - Significance of EM:
third persons by reason of the loss 1. Considered part of the purchase price
v. Historically, the buyer has always 2. Proof of the perfection of a contract
borne the loss
vi. Since the buyer gets the benefits
during the intervening period, it is
clear that he must also shoulder the Art. 1483. Subject to the provisions of the Statute of Frauds and of
loss any other applicable stature, a contract of sale may be made in
Exceptions: writing, or by word of mouth, or partly in writing and partly by
a) If the object sold consists of word of mouth, or may be inferred from the conduct of the
fungibles sold for a price parties.
fixed according to weight,
number or measure  Effect if Notary Public is not authorized
b) If the seller is guily of fraud, - If the Deed of Sale of land is notarized by a
negligence, default o notary public whose authority had expired, the
violation of contractual term sale would still be valid, since for validity of the
c) When the object sold is sale, a public instrument is not even essential
generic because genus (Sorfano vs Latono)
does not perish
 Fungibles – are personal property which may be
replaced with equivalent things Art. 1484. In a contract of sale of personal property the price of
which is payable in instalments,, the vendor may exercise any of
the following remendies:
Art. 1480. In the contract of goods by description or by sample, the
contract may be rescinded if the bulk of the goods delivered do 1. Exact fulfilment of the obligation, should vendee fail to
not correspond with the description or sample, and if the contact pay
be by sample as well as by description, it is not sufficient that the 2. Cancel the sale, should the vendee’s failure to pay or
bulk of goods correspond with the sample if they do not also cover 2 or more instalments
correspond with the description. 3. Foreclose the chattel mortgage on the thing sold, if one
has been constituted, should the vendee’s failure to pay
The buyer shall have a reasonable opportunity of comparing the cover 2 or more instalments. In this case, he shall have
bulk with the description or the sample. no further action against the purchaser to recover any
unpaid balance of the price. Any agreement to the
contrary shall be void.
 Sale by Description – where the seller sells
things as being of a certain kind, the buyer merely
 Requisites before Art. 1484 may be applied
relying on the seller’s representations, or
descriptions. Generally, the buyer has not 1. There must be a contract
previously seen the goods, or even if he has seen 2. The contract must be one of sale
them, he believes that the description tallies with 3. What is sold is personal property
the goods he has seen 4. The sale must be on the instalment plan
 Sale by Sample – where the seller warrants that
the bulk of the goods shall correspond with the
 The remedies in this article are alternative, and if 3. Taking for public use
one is exercised, the others cannot be made use 4. Payment of just compensation
of. - Just Compensation: is the market value plus
 Instances when Art. 1484 does not apply consequential damages, if any, minus the
1. Real Estate Mortgage consequential benefits, if any. BUT, the
2. Sale of real property on straight terms benefits may be set off only against the
consequential damages, and not against the
basis value of the property taken.
Art. 1485. The preceding article shall be applied to contracts
purporting to be leases of personal property with option to buy,
when the lessor has deprived the lessee of the possession of the II. OBLIGATIONS OF BUYER AND SELLER IN
possession or enjoyment of the thing. CONTRACTS OF SALE
III. ABSOLUTE AND CONDITIONAL SALE
 “When the lessor has deprived the lessee of IV. ELEMENTS OF A VALID CONTRACT // IS
the possession or enjoyment of the thing” DELIVERY ESSENTIAL
- This means that for failure to pay, the lessor V. DIFFERENCE BETWEEN A PROMISE TO BUY
is apparently exercising the right of an unpaid AND SELL A DETERMINATE THING FROM AN
seller, and has taken possession of the OFFER TO SELL
property VI. EARNEST MONEY vs OPTION MONEY
 When is Lease construed as Sale VII. MAY A MINOR OR UNEMANCIPATED PERSON
- Even if the word lease is employed, when a ENTER INTO A CONTRACT OF SALE // WHAT
sale on instalment is evidently intended, it IS THE EFFECT OF SUCH SALE
must be construed as a sale VIII. MAY A HUSBAND AND WIFE SELL PROPERTY
TO EACH OTHER
IX. WHAT IS/ARE THE OBJECTS OR
CAUSE/CONSIDERTION, OR FORMS OF
Art. 1486. In the cases referred to in the two preceding articles, a CONTRACT OF SALE
stipulation that the instalments or rents paid shall not be X. OBLIGATIONS OF THE PARTIES IN A
returned to the vendee or lessee shall be valid insofar as the same CONTRACT OF SALE
may not be unconscionable under the circumstances. XI. IS DELIVERY AN ELEMENT OF CONTRACT OF
SALE
 Non-return of instalments paid XII. WHAT CONSTITUTES DELIVERY? WHAT IS
General Rule: It is required that a case of CIF, FAS, FOB? BILL OF LADINGS? WHOSE
rescission or cancellation of the sale requires RECEIPT?
mutual restitution, that is, all partial payment of XIII. WHAT ARE THE RISKS OF LOSS? RULES?
price or rents must be returned RES PERIT DOMINO? WHEN IT IS
Exception: It is valid to stipulate that there should APPLICABLE?
be no returning of the price that has been partially XIV. RULES IN DOUBLE SALE AND SALE BY NON-
paid or of the rents given, provided the stipulation OWNER? WHAT IS CAVEAT EMPTOR?
is not unconscionable XV. WHAT IS/ARE RULES IN THE TRANSFER OF
 (See Maceda Law) GOODS COVERED BY DOCUMENTS OF
TITLES LIKE QUEDAN? WHOSE RECEIPT?
WARRANT? DELIVERY OF RECEIPT?
Art. 1487. The expenses for the execution and registration of the XVI. OBLIGATIONS/WARRANTIES OF A BUYER
sale shall be borne by the vendor, unless there is a stipulation to AND A SELLER?
the contrary. XVII. RULES IN THE ACCEPTANCE OF DELIVERY?
PAYMENT OF PRICE? REMEDIES OF SELLER
OR BUYER IN SALES?
Art. 1488. The expropriation of property for public use is governed XVIII. LAW/RULES/RIGHTS OF SELLER AND BUYER
by special laws IN A CONTRACT OF SALE OF PERSONAL
PROPERTY
 Nature of Expropriation – it is involuntary in XIX. LAW/RULES/OBLIGATIONS/REMEDIES OF A
nature, that is, the owner may be compelled to SELLER IN CONTRACT OF SALE OF REAL
surrender the property after all the essential PROPERTY
requisites have been complied with. Therefore, XX. RULES/REMEDIES OF A SELLER IN
generally, it does not result in a sale. There is no INSTALLMENT OF PERSONAL PROPERTY
exception to this rule XXI. WHAT ARE THE JUDICIAL REMEDIES IN
 When Transaction is one of Sale – If the property SALES?
owner voluntarily sells the property to the XXII. WHEN IS A SALE EXTINGUISHED?
government, this would be a sale, and not an XXIII. RULES IN REDEMPTION vs OPTIOM TO BUY
appropriation
 Eminent Domain vs Expropriation
- Eminent Domain refers to the right give to the
state, whereas Expropriation usually refers to
the process
 Essential Requisites for Expropriation
1. Taking by competent authority
2. Observance of due process of law

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