$$

1. read pages 1-39 --- CL Villanueva's textbook (Law on Sales)

2. be ready to recite, verbatim: Articles 1458; 1467; 1470; 1475; 1484
3. read the II cases:
cruz vs. Iernando 477 scra 173 (2005)
navarro vs. planter's dev't bank 527 scra 562 (2007)
villanueva vs. ca 267 scra 89 (1997)
manila metal container corp. vs. pnb 511 scra 444 (2006)
dizon vs. ca 302 scra 288
penalosa vs santos 363 scra 545 (2001)
heirs oI ernesto biona vs. ca 362 scra 29 (2001)
san miguel properties phils vs. huang 336 scra 737 (2000)
santos v. ca 337 scra 67 (2000)
heirs oI venancio bejenting vs banez 502 scra 531 (2006)
gabelo vs. ca 316 scra 386 (1999)
pilipinas shell petroleum corp vs. gabonseng 496 scra 305 (2006)
baladad vs. rublico 595 scra 125 (2009)
cantemprate vs. crs realty dev't corp. 587 scra 492 (2009)


Title VI. SALES
CHAPTER 1 ~ NATURE AND FORM OF THE CONTRACT
Art. 1458. By the contract oI sale one oI the contracting parties obligates himselI to transIer the
ownership and to deliver a determinate thing, and the other to pay thereIor a price certain in
money or its equivalent.
A contract oI sale may be absolute or conditional. (1445a)
Art. 1459. The thing must be licit and the vendor must have a right to transIer the ownership
thereoI at the time it is delivered. (n)
Art. 1460. A thing is determinate when it is particularly designated or physical segregated Irom
all other oI the same class.
The requisite that a thing be determinate is satisIied iI at the time the contract is entered into, the
thing is capable oI being made determinate without the necessity oI a new or Iurther agreement
between the parties. (n)
Art. 1461. Things having a potential existence may be the object oI the contract oI sale.
The eIIicacy oI the sale oI a mere hope or expectancy is deemed subject to the condition that the
thing will come into existence.
The sale oI a vain hope or expectancy is void. (n)
Art. 1462. The goods which Iorm the subject oI a contract oI sale may be either existing goods,
owned or possessed by the seller, or goods to be manuIactured, raised, or acquired by the seller
aIter the perIection oI the contract oI sale, in this Title called 'Iuture goods.
There may be a contract oI sale oI goods, whose acquisition by the seller depends upon a
contingency which may or may not happen. (n)
Art. 1463. The sole owner oI a thing may sell an undivided interest therein. (n)
Art. 1464. In the case oI Iungible goods, there may be a sale oI an undivided share oI a speciIic
mass, though the seller purports to sell and the buyer to buy a deIinite number, weight or
measure oI the goods in the mass, and though the number, weight or measure oI the goods in the
mass is undetermined. By such a sale the buyer becomes owner in common oI such a share oI the
mass as the number, weight or measure bought bears to the number, weight or measure oI the
mass. II the mass contains less than the number, weight or measure bought, the buyer becomes
the owner oI the whole mass and the seller is bound to make good the deIiciency Irom goods oI
the same kind and quality, unless a contrary intent appears. (n)
Art. 1465. Things subject to a resolutory condition may be the object oI the contract oI sale. (n)
Art. 1466. In construing a contract containing provisions characteristic oI both the contract oI
sale and oI the contract oI agency to sell, the essential clauses oI the whole instrument shall be
considered. (n)
Art. 1467. A contract Ior the delivery at a certain price oI an article which the vendor in the
ordinary course oI his business manuIactures or procures Ior the general market, whether the
same is on hand at the time or not, is a contract oI sale, but iI the goods are to be manuIactured
specially Ior the customer and upon his special order, and not Ior the general market, it is a
contract Ior a piece oI work. (n)
Art. 1468. II the consideration oI the contract consists partly in money, and partly in another
thing, the transaction shall be characterized by the maniIest intention oI the parties. II such
intention does not clearly appear, it shall be considered a barter iI the value oI the thing given as
a part oI the consideration exceeds the amount oI the money or its equivalent; otherwise, it is a
sale. (1446a)
Art. 1469. In order that the price may be considered certain, it shall be suIIicient that it be so
with reIerence to another thing certain, or that the determination thereoI be leIt to the judgment
oI a special person or persons.
Should such person or persons be unable or unwilling to Iix it, the contract shall be ineIIicacious,
unless the parties subsequently agree upon the price.
II the third person or persons acted in bad Iaith or by mistake, the courts may Iix the price.
Where such third person or persons are prevented Irom Iixing the price or terms by Iault oI the
seller or the buyer, the party not in Iault may have such remedies against the party in Iault as are
allowed the seller or the buyer, as the case may be. (1447a)
Art. 1470. Gross inadequacy oI price does not aIIect a contract oI sale, except as it may indicate
a deIect in the consent, or that the parties really intended a donation or some other act or
contract. (n)
Art. 1471. II the price is simulated, the sale is void, but the act may be shown to have been in
reality a donation, or some other act or contract. (n)
Art. 1472. The price oI securities, grain, liquids, and other things shall also be considered certain,
when the price Iixed is that which the thing sold would have on a deIinite day, or in a particular
exchange or market, or when an amount is Iixed above or below the price on such day, or in such
exchange or market, provided said amount be certain. (1448)
Art. 1473. The Iixing oI the price can never be leIt to the discretion oI one oI the contracting
parties. However, iI the price Iixed by one oI the parties is accepted by the other, the sale is
perIected. (1449a)
Art. 1474. Where the price cannot be determined in accordance with the preceding articles, or in
any other manner, the contract is ineIIicacious. However, iI the thing or any part thereoI has been
delivered to and appropriated by the buyer he must pay a reasonable price thereIor. What is a
reasonable price is a question oI Iact dependent on the circumstances oI each particular case. (n)
Art. 1475. The contract oI sale is perIected at the moment there is a meeting oI minds upon the
thing which is the object oI the contract and upon the price.
From that moment, the parties may reciprocally demand perIormance, subject to the provisions
oI the law governing the Iorm oI contracts. (1450a)
Art. 1476. In the case oI a sale by auction:
(1) Where goods are put up Ior sale by auction in lots, each lot is the subject oI a separate
contract oI sale.
(2) A sale by auction is perIected when the auctioneer announces its perIection by the Iall oI the
hammer, or in other customary manner. Until such announcement is made, any bidder may
retract his bid; and the auctioneer may withdraw the goods Irom the sale unless the auction has
been announced to be without reserve.
(3) A right to bid may be reserved expressly by or on behalI oI the seller, unless otherwise
provided by law or by stipulation.
(4) Where notice has not been given that a sale by auction is subject to a right to bid on behalI oI
the seller, it shall not be lawIul Ior the seller to bid himselI or to employ or induce any person to
bid at such sale on his behalI or Ior the auctioneer, to employ or induce any person to bid at such
sale on behalI oI the seller or knowingly to take any bid Irom the seller or any person employed
by him. Any sale contravening this rule may be treated as Iraudulent by the buyer. (n)
Art. 1477. The ownership oI the thing sold shall be transIerred to the vendee upon the actual or
constructive delivery thereoI. (n)
Art. 1478. The parties may stipulate that ownership in the thing shall not pass to the purchaser
until he has Iully paid the price. (n)
Art. 1479. A promise to buy and sell a determinate thing Ior a price certain is reciprocally
demandable.
An accepted unilateral promise to buy or to sell a determinate thing Ior a price certain is binding
upon the promissor iI the promise is supported by a consideration distinct Irom the price. (1451a)
Art. 1480. Any injury to or beneIit Irom the thing sold, aIter the contract has been perIected,
Irom the moment oI the perIection oI the contract to the time oI delivery, shall be governed by
Articles 1163 to 1165, and 1262.
This rule shall apply to the sale oI Iungible things, made independently and Ior a single price, or
without consideration oI their weight, number, or measure.
Should Iungible things be sold Ior a price Iixed according to weight, number, or measure, the
risk shall not be imputed to the vendee until they have been weighed, counted, or measured and
delivered, unless the latter has incurred in delay. (1452a)
Art. 1481. In the contract oI sale oI goods by description or by sample, the contract may be
rescinded iI the bulk oI the goods delivered do not correspond with the description or the sample,
and iI the contract be by sample as well as description, it is not suIIicient that the bulk oI goods
correspond with the sample iI they do not also correspond with the description.
The buyer shall have a reasonable opportunity oI comparing the bulk with the description or the
sample. (n)
Art. 1482. Whenever earnest money is given in a contract oI sale, it shall be considered as part oI
the price and as prooI oI the perIection oI the contract. (1454a)
Art. 1483. Subject to the provisions oI the Statute oI Frauds and oI any other applicable statute, a
contract oI sale may be made in writing, or by word oI mouth, or partly in writing and partly by
word oI mouth, or may be inIerred Irom the conduct oI the parties. (n)
Art. 1484. In a contract oI sale oI personal property the price oI which is payable in installments,
the vendor may exercise any oI the Iollowing remedies:
(1) Exact IulIillment oI the obligation, should the vendee Iail to pay;
(2) Cancel the sale, should the vendee`s Iailure to pay cover two or more installments;
(3) Foreclose the chattel mortgage on the thing sold, iI one has been constituted, should the
vendee`s Iailure to pay cover two or more installments. In this case, he shall have no Iurther
action against the purchaser to recover any unpaid balance oI the price. Any agreement to the
contrary shall be void. (1454-A-a)
Art. 1485. The preceding article shall be applied to contracts purporting to be leases oI personal
property with option to buy, when the lessor has deprived the lessee oI the possession or
enjoyment oI the thing. (1454-A-a)
Art. 1486. In the case reIerred to in two preceding articles, a stipulation that the installments or
rents paid shall not be returned to the vendee or lessee shall be valid insoIar as the same may not
be unconscionable under the circumstances. (n)
Art. 1487. The expenses Ior the execution and registration oI the sale shall be borne by the
vendor, unless there is a stipulation to the contrary. (1455a)
Art. 1488. The expropriation oI property Ior public use is governed by special laws. (1456)

ART!CLES TO FOCUS ON !N CR!N 111 F!NAL EXAN:

114, 11S, 116, 117, 122, 123, 124, 12S, 128, 123, 134, 134a, 133, 148, 143, 1SS, 170 17S, 177, 200, 202, 204 212,
217, 223 22S, 233, 270272, 337, 340341, 34S, 346, 347343, 3S3 36S.

EXAN!NAT!ON SCHEDULE: DEC. 3, 2011 @ 3AN.