Sales

CIVIL LAW REVIEW the perfection of the contract of sale, in this Title
called "future goods."

TITLE VI There may be a contract of sale of goods, whose
SALES acquisition by the seller depends upon a contingency
which may or may not happen. (n)
CHAPTER 1
Nature and Form of the Contract Article 1463. The sole owner of a thing may sell an
undivided interest therein. (n)
Article 1458. By the contract of sale one of the
contracting parties obligates himself to transfer the Article 1464. In the case of fungible goods, there
ownership and to deliver a determinate thing, and may be a sale of an undivided share of a specific
the other to pay therefor a price certain in money or mass, though the seller purports to sell and the
its equivalent. buyer to buy a definite number, weight or measure
of the goods in the mass, and though the number,
A contract of sale may be absolute or conditional. weight or measure of the goods in the mass, and
(1445a) though the number, weight or measure of the goods
in the mass is undetermined. By such a sale the
Article 1459. The thing must be licit and the vendor buyer becomes owner in common of such a share of
must have a right to transfer the ownership thereof the mass as the number, weight or measure bought
at the time it is delivered. (n) bears to the number, weight or measure of the
mass. If the mass contains less than the number,
Article 1460. A thing is determinate when it is weight or measure bought, the buyer becomes the
particularly designated or physical segregated from owner of the whole mass and the seller is bound to
all others of the same class. make good the deficiency from goods of the same
kind and quality, unless a contrary intent appears.
The requisite that a thing be determinate is satisfied (n)
if at the time the contract is entered into, the thing is
capable of being made determinate without the Article 1465. Things subject to a resolutory condition
necessity of a new or further agreement between may be the object of the contract of sale. (n)
the parties. (n)
Article 1466. In construing a contract containing
Article 1461. Things having a potential existence provisions characteristic of both the contract of sale
may be the object of the contract of sale. and of the contract of agency to sell, the essential
clauses of the whole instrument shall be considered.
The efficacy of the sale of a mere hope or (n)
expectancy is deemed subject to the condition that
the thing will come into existence. Article 1467. A contract for the delivery at a certain
price of an article which the vendor in the ordinary
The sale of a vain hope or expectancy is void. (n) course of his business manufactures or procures for
the general market, whether the same is on hand at
Article 1462. The goods which form the subject of a the time or not, is a contract of sale, but if the goods
contract of sale may be either existing goods, owned are to be manufactured specially for the customer
or possessed by the seller, or goods to be and upon his special order, and not for the general
manufactured, raised, or acquired by the seller after market, it is a contract for a piece of work. (n)
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Article 1468. If the consideration of the contract exchange or market, provided said amount be
consists partly in money, and partly in another thing, certain. (1448)
the transaction shall be characterized by the
manifest intention of the parties. If such intention Article 1473. The fixing of the price can never be left
does not clearly appear, it shall be considered a to the discretion of one of the contracting parties.
barter if the value of the thing given as a part of the However, if the price fixed by one of the parties is
consideration exceeds the amount of the money or accepted by the other, the sale is perfected. (1449a)
its equivalent; otherwise, it is a sale. (1446a)
Article 1474. Where the price cannot be determined
Article 1469. In order that the price may be in accordance with the preceding articles, or in any
considered certain, it shall be sufficient that it be so other manner, the contract is inefficacious.
with reference to another thing certain, or that the However, if the thing or any part thereof has been
determination thereof be left to the judgment of a delivered to and appropriated by the buyer he must
special person or persons. pay a reasonable price therefor. What is a
reasonable price is a question of fact dependent on
Should such person or persons be unable or the circumstances of each particular case. (n)
unwilling to fix it, the contract shall be inefficacious,
unless the parties subsequently agree upon the Article 1475. The contract of sale is perfected at the
price. moment there is a meeting of minds upon the thing
which is the object of the contract and upon the
If the third person or persons acted in bad faith or by price.
mistake, the courts may fix the price.
From that moment, the parties may reciprocally
Where such third person or persons are prevented demand performance, subject to the provisions of
from fixing the price or terms by fault of the seller or the law governing the form of contracts. (1450a)
the buyer, the party not in fault may have such
remedies against the party in fault as are allowed Article 1476. In the case of a sale by auction:
the seller or the buyer, as the case may be. (1447a)
(1) Where goods are put up for sale by
Article 1470. Gross inadequacy of price does not auction in lots, each lot is the subject of a
affect a contract of sale, except as it may indicate a separate contract of sale.
defect in the consent, or that the parties really
intended a donation or some other act or contract. (2) A sale by auction is perfected when the
(n) auctioneer announces its perfection by the
fall of the hammer, or in other customary
Article 1471. If the price is simulated, the sale is manner. Until such announcement is made,
void, but the act may be shown to have been in any bidder may retract his bid; and the
reality a donation, or some other act or contract. (n) auctioneer may withdraw the goods from the
sale unless the auction has been announced
Article 1472. The price of securities, grain, liquids, to be without reserve.
and other things shall also be considered certain,
when the price fixed is that which the thing sold (3) A right to bid may be reserved expressly
would have on a definite day, or in a particular by or on behalf of the seller, unless otherwise
exchange or market, or when an amount is fixed provided by law or by stipulation.
above or below the price on such day, or in such
(4) Where notice has not been given that a
sale by auction is subject to a right to bid on

behalf of the seller, it shall not be lawful for rescinded if the bulk of the goods delivered do not
the seller to bid himself or to employ or correspond with the description or the sample, and
induce any person to bid at such sale on his if the contract be by sample as well as description, it
behalf or for the auctioneer, to employ or is not sufficient that the bulk of goods correspond
induce any person to bid at such sale on with the sample if they do not also correspond with
behalf of the seller or knowingly to take any the description.
bid from the seller or any person employed
by him. Any sale contravening this rule may The buyer shall have a reasonable opportunity of
be treated as fraudulent by the buyer. (n) comparing the bulk with the description or the
sample. (n)
Article 1477. The ownership of the thing sold shall
be transferred to the vendee upon the actual or Article 1482. Whenever earnest money is given in a
constructive delivery thereof. (n) contract of sale, it shall be considered as part of the
price and as proof of the perfection of the contract.
Article 1478. The parties may stipulate that (1454a)
ownership in the thing shall not pass to the
purchaser until he has fully paid the price. (n) Article 1483. Subject to the provisions of the Statute
of Frauds and of any other applicable statute, a
Article 1479. A promise to buy and sell a contract of sale may be made in writing, or by word
determinate thing for a price certain is reciprocally of mouth, or partly in writing and partly by word of
demandable. mouth, or may be inferred from the conduct of the
parties. (n)
An accepted unilateral promise to buy or to sell a
determinate thing for a price certain is binding upon Article 1484. In a contract of sale of personal
the promisor if the promise is supported by a property the price of which is payable in
consideration distinct from the price. (1451a) installments, the vendor may exercise any of the
following remedies:
Article 1480. Any injury to or benefit from the thing
sold, after the contract has been perfected, from the (1) Exact fulfillment of the obligation, should
moment of the perfection of the contract to the time the vendee fail to pay;
of delivery, shall be governed by articles 1163 to
1165, and 1262. (2) Cancel the sale, should the vendee's
failure to pay cover two or more
This rule shall apply to the sale of fungible things, installments;
made independently and for a single price, or
without consideration of their weight, number, or (3) Foreclose the chattel mortgage on the
measure. thing sold, if one has been constituted,
should the vendee's failure to pay cover two
Should fungible things be sold for a price fixed or more installments. In this case, he shall
according to weight, number, or measure, the risk have no further action against the purchaser
shall not be imputed to the vendee until they have to recover any unpaid balance of the price.
been weighed, counted, or measured and delivered, Any agreement to the contrary shall be void.
unless the latter has incurred in delay. (1452a) (1454-A-a)
Article 1481. In the contract of sale of goods by Article 1485. The preceding article shall be applied
description or by sample, the contract may be to contracts purporting to be leases of personal

property with option to buy, when the lessor has (1) The guardian, the property of the person
deprived the lessee of the possession or enjoyment or persons who may be under his
of the thing. (1454-A-a) guardianship;
Article 1486. In the case referred to in the two (2) Agents, the property whose
preceding articles, a stipulation that the installments administration or sale may have been
or rents paid shall not be returned to the vendee or intrusted to them, unless the consent of the
lessee shall be valid insofar as the same may not be principal has been given;
unconscionable under the circumstances. (n)
(3) Executors and administrators, the
Article 1487. The expenses for the execution and property of the estate under administration;
registration of the sale shall be borne by the vendor,
unless there is a stipulation to the contrary. (1455a) (4) Public officers and employees, the
property of the State or of any subdivision
Article 1488. The expropriation of property for thereof, or of any government-owned or
public use is governed by special laws. (1456) controlled corporation, or institution, the
administration of which has been intrusted to
them; this provision shall apply to judges and
government experts who, in any manner
CHAPTER 2 whatsoever, take part in the sale;
Capacity to Buy or Sell
(5) Justices, judges, prosecuting attorneys,
Article 1489. All persons who are authorized in this clerks of superior and inferior courts, and
Code to obligate themselves, may enter into a other officers and employees connected with
contract of sale, saving the modifications contained the administration of justice, the property
in the following articles. and rights in litigation or levied upon an
execution before the court within whose
Where necessaries are those sold and delivered to a jurisdiction or territory they exercise their
minor or other person without capacity to act, he respective functions; this prohibition includes
must pay a reasonable price therefor. Necessaries the act of acquiring by assignment and shall
are those referred to in article 290. (1457a) apply to lawyers, with respect to the
property and rights which may be the object
Article 1490. The husband and the wife cannot sell of any litigation in which they may take part
property to each other, except: by virtue of their profession;
(1) When a separation of property was (6) Any others specially disqualified by law.
agreed upon in the marriage settlements; or (1459a)
(2) When there has been a judicial separation Article 1492. The prohibitions in the two preceding
of property under article 191. (1458a) articles are applicable to sales in legal redemption,
compromises and renunciations. (n)
Article 1491. The following persons cannot acquire
by purchase, even at a public or judicial auction,
either in person or through the mediation of
another:

CHAPTER 3 articles 1497 to 1501, or in any other manner
Effects of the Contract When the Thing Sold Has signifying an agreement that the possession is
Been Lost transferred from the vendor to the vendee. (n)
Article 1493. If at the time the contract of sale is

perfected, the thing which is the object of the
contract has been entirely lost, the contract shall be SECTION 2
without any effect. Delivery of the Thing Sold
But if the thing should have been lost in part only, Article 1497. The thing sold shall be understood as
the vendee may choose between withdrawing from delivered, when it is placed in the control and
the contract and demanding the remaining part, possession of the vendee. (1462a)
paying its price in proportion to the total sum agreed
upon. (1460a) Article 1498. When the sale is made through a public
instrument, the execution thereof shall be
Article 1494. Where the parties purport a sale of equivalent to the delivery of the thing which is the
specific goods, and the goods without the object of the contract, if from the deed the contrary
knowledge of the seller have perished in part or does not appear or cannot clearly be inferred.
have wholly or in a material part so deteriorated in
quality as to be substantially changed in character, With regard to movable property, its delivery may
the buyer may at his option treat the sale: also be made by the delivery of the keys of the place
or depository where it is stored or kept. (1463a)
(1) As avoided; or
Article 1499. The delivery of movable property may
(2) As valid in all of the existing goods or in so likewise be made by the mere consent or agreement
much thereof as have not deteriorated, and of the contracting parties, if the thing sold cannot be
as binding the buyer to pay the agreed price transferred to the possession of the vendee at the
for the goods in which the ownership will time of the sale, or if the latter already had it in his
pass, if the sale was divisible. (n) possession for any other reason. (1463a)
Article 1500. There may also be tradition

constitutum possessorium. (n)
CHAPTER 4
Obligations of the Vendor Article 1501. With respect to incorporeal property,
the provisions of the first paragraph of article 1498
shall govern. In any other case wherein said
provisions are not applicable, the placing of the titles
SECTION 1 of ownership in the possession of the vendee or the
General Provisions use by the vendee of his rights, with the vendor's
consent, shall be understood as a delivery. (1464)
Article 1495. The vendor is bound to transfer the
ownership of and deliver, as well as warrant the Article 1502. When goods are delivered to the buyer
thing which is the object of the sale. (1461a) "on sale or return" to give the buyer an option to
return the goods instead of paying the price, the
Article 1496. The ownership of the thing sold is ownership passes to the buyer on delivery, but he
acquired by the vendee from the moment it is may revest the ownership in the seller by returning
delivered to him in any of the ways specified in or tendering the goods within the time fixed in the

contract, or, if no time has been fixed, within a Where the seller of goods draws on the buyer for
reasonable time. (n) the price and transmits the bill of exchange and bill
of lading together to the buyer to secure acceptance
When goods are delivered to the buyer on approval or payment of the bill of exchange, the buyer is
or on trial or on satisfaction, or other similar terms, bound to return the bill of lading if he does not
the ownership therein passes to the buyer: honor the bill of exchange, and if he wrongfully
retains the bill of lading he acquires no added right
(1) When he signifies his approval or thereby. If, however, the bill of lading provides that
acceptance to the seller or does any other act the goods are deliverable to the buyer or to the
adopting the transaction; order of the buyer, or is indorsed in blank, or to the
buyer by the consignee named therein, one who
(2) If he does not signify his approval or purchases in good faith, for value, the bill of lading,
acceptance to the seller, but retains the or goods from the buyer will obtain the ownership in
goods without giving notice of rejection, then the goods, although the bill of exchange has not
if a time has been fixed for the return of the been honored, provided that such purchaser has
goods, on the expiration of such time, and, if received delivery of the bill of lading indorsed by the
no time has been fixed, on the expiration of a consignee named therein, or of the goods, without
reasonable time. What is a reasonable time is notice of the facts making the transfer wrongful. (n)
a question of fact. (n)
Article 1504. Unless otherwise agreed, the goods
Article 1503. When there is a contract of sale of remain at the seller's risk until the ownership therein
specific goods, the seller may, by the terms of the is transferred to the buyer, but when the ownership
contract, reserve the right of possession or therein is transferred to the buyer the goods are at
ownership in the goods until certain conditions have the buyer's risk whether actual delivery has been
been fulfilled. The right of possession or ownership made or not, except that:
may be thus reserved notwithstanding the delivery
of the goods to the buyer or to a carrier or other (1) Where delivery of the goods has been
bailee for the purpose of transmission to the buyer. made to the buyer or to a bailee for the
buyer, in pursuance of the contract and the
Where goods are shipped, and by the bill of lading ownership in the goods has been retained by
the goods are deliverable to the seller or his agent, the seller merely to secure performance by
or to the order of the seller or of his agent, the seller the buyer of his obligations under the
thereby reserves the ownership in the goods. But, if contract, the goods are at the buyer's risk
except for the form of the bill of lading, the from the time of such delivery;
ownership would have passed to the buyer on
shipment of the goods, the seller's property in the (2) Where actual delivery has been delayed
goods shall be deemed to be only for the purpose of through the fault of either the buyer or seller
securing performance by the buyer of his obligations the goods are at the risk of the party in fault.
under the contract. (n)
Where goods are shipped, and by the bill of lading Article 1505. Subject to the provisions of this Title,
the goods are deliverable to order of the buyer or of where goods are sold by a person who is not the
his agent, but possession of the bill of lading is owner thereof, and who does not sell them under
retained by the seller or his agent, the seller thereby authority or with the consent of the owner, the
reserves a right to the possession of the goods as buyer acquires no better title to the goods than the
against the buyer. seller had, unless the owner of the goods is by his

conduct precluded from denying the seller's Where by the terms of a negotiable
authority to sell. document of title the goods are deliverable
to bearer or where a negotiable document of
Nothing in this Title, however, shall affect: title has been indorsed in blank or to bearer,
any holder may indorse the same to himself
(1) The provisions of any factors' act, or to any specified person, and in such case
recording laws, or any other provision of law the document shall thereafter be negotiated
enabling the apparent owner of goods to only by the indorsement of such indorsee. (n)
dispose of them as if he were the true owner
thereof; Article 1509. A negotiable document of title may be
negotiated by the indorsement of the person to
(2) The validity of any contract of sale under whose order the goods are by the terms of the
statutory power of sale or under the order of document deliverable. Such indorsement may be in
a court of competent jurisdiction; blank, to bearer or to a specified person. If indorsed
to a specified person, it may be again negotiated by
(3) Purchases made in a merchant's store, or the indorsement of such person in blank, to bearer
in fairs, or markets, in accordance with the or to another specified person. Subsequent
Code of Commerce and special laws. (n) negotiations may be made in like manner. (n)
Article 1506. Where the seller of goods has a Article 1510. If a document of title which contains an
voidable title thereto, but his title has not been undertaking by a carrier, warehouseman or other
avoided at the time of the sale, the buyer acquires a bailee to deliver the goods to bearer, to a specified
good title to the goods, provided he buys them in person or order of a specified person or which
good faith, for value, and without notice of the contains words of like import, has placed upon it the
seller's defect of title. (n) words "not negotiable," "non-negotiable" or the like,
such document may nevertheless be negotiated by
Article 1507. A document of title in which it is stated the holder and is a negotiable document of title
that the goods referred to therein will be delivered within the meaning of this Title. But nothing in this
to the bearer, or to the order of any person named Title contained shall be construed as limiting or
in such document is a negotiable document of title. defining the effect upon the obligations of the
(n) carrier, warehouseman, or other bailee issuing a
document of title or placing thereon the words "not
Article 1508. A negotiable document of title may be negotiable," "non-negotiable," or the like. (n)
negotiated by delivery:
Article 1511. A document of title which is not in such
(1) Where by the terms of the document the form that it can be negotiated by delivery may be
carrier, warehouseman or other bailee transferred by the holder by delivery to a purchaser
issuing the same undertakes to deliver the or donee. A non-negotiable document cannot be
goods to the bearer; or negotiated and the indorsement of such a document
gives the transferee no additional right. (n)
(2) Where by the terms of the document the
carrier, warehouseman or other bailee Article 1512. A negotiable document of title may be
issuing the same undertakes to deliver the negotiated:
goods to the order of a specified person, and
such person or a subsequent indorsee of the (1) By the owner thereof; or
document has indorsed it in blank or to the
bearer.

(2) By any person to whom the possession or goods and the right to acquire the obligation of such
custody of the document has been entrusted bailee may be defeated by the levy of an attachment
by the owner, if, by the terms of the of execution upon the goods by a creditor of the
document the bailee issuing the document transferor, or by a notification to such bailee by the
undertakes to deliver the goods to the order transferor or a subsequent purchaser from the
of the person to whom the possession or transferor of a subsequent sale of the goods by the
custody of the document has been entrusted, transferor. (n)
or if at the time of such entrusting the
document is in such form that it may be Article 1515. Where a negotiable document of title
negotiated by delivery. (n) is transferred for value by delivery, and the
indorsement of the transferor is essential for
Article 1513. A person to whom a negotiable negotiation, the transferee acquires a right against
document of title has been duly negotiated acquires the transferor to compel him to indorse the
thereby: document unless a contrary intention appears. The
negotiation shall take effect as of the time when the
(1) Such title to the goods as the person indorsement is actually made. (n)
negotiating the document to him had or had
ability to convey to a purchaser in good faith Article 1516. A person who for value negotiates or
for value and also such title to the goods as transfers a document of title by indorsement or
the person to whose order the goods were to delivery, including one who assigns for value a claim
be delivered by the terms of the document secured by a document of title unless a contrary
had or had ability to convey to a purchaser in intention appears, warrants:
good faith for value; and
(1) That the document is genuine;
(2) The direct obligation of the bailee issuing
the document to hold possession of the (2) That he has a legal right to negotiate or
goods for him according to the terms of the transfer it;
document as fully as if such bailee had
contracted directly with him. (n) (3) That he has knowledge of no fact which
would impair the validity or worth of the
Article 1514. A person to whom a document of title document; and
has been transferred, but not negotiated, acquires
thereby, as against the transferor, the title to the (4) That he has a right to transfer the title to
goods, subject to the terms of any agreement with the goods and that the goods are
the transferor. merchantable or fit for a particular purpose,
whenever such warranties would have been
If the document is non-negotiable, such person also implied if the contract of the parties had
acquires the right to notify the bailee who issued the been to transfer without a document of title
document of the transfer thereof, and thereby to the goods represented thereby. (n)
acquire the direct obligation of such bailee to hold
possession of the goods for him according to the Article 1517. The indorsement of a document of title
terms of the document. shall not make the indorser liable for any failure on
the part of the bailee who issued the document or
Prior to the notification to such bailee by the previous indorsers thereof to fulfill their respective
transferor or transferee of a non-negotiable obligations. (n)
document of title, the title of the transferee to the

Article 1518. The validity of the negotiation of a sale was made were in some other place, then that
negotiable document of title is not impaired by the place is the place of delivery.
fact that the negotiation was a breach of duty on the
part of the person making the negotiation, or by the Where by a contract of sale the seller is bound to
fact that the owner of the document was deprived of send the goods to the buyer, but no time for sending
the possession of the same by loss, theft, fraud, them is fixed, the seller is bound to send them within
accident, mistake, duress, or conversion, if the a reasonable time.
person to whom the document was negotiated or a
person to whom the document was subsequently Where the goods at the time of sale are in the
negotiated paid value therefor in good faith without possession of a third person, the seller has not
notice of the breach of duty, or loss, theft, fraud, fulfilled his obligation to deliver to the buyer unless
accident, mistake, duress or conversion. (n) and until such third person acknowledges to the
buyer that he holds the goods on the buyer's behalf.
Article 1519. If goods are delivered to a bailee by the
owner or by a person whose act in conveying the Demand or tender of delivery may be treated as
title to them to a purchaser in good faith for value ineffectual unless made at a reasonable hour. What
would bind the owner and a negotiable document of is a reasonable hour is a question of fact.
title is issued for them they cannot thereafter, while
in possession of such bailee, be attached by Unless otherwise agreed, the expenses of and
garnishment or otherwise or be levied under an incidental to putting the goods into a deliverable
execution unless the document be first surrendered state must be borne by the seller. (n)
to the bailee or its negotiation enjoined. The bailee
shall in no case be compelled to deliver up the actual Article 1522. Where the seller delivers to the buyer a
possession of the goods until the document is quantity of goods less than he contracted to sell, the
surrendered to him or impounded by the court. (n) buyer may reject them, but if the buyer accepts or
retains the goods so delivered, knowing that the
Article 1520. A creditor whose debtor is the owner seller is not going to perform the contract in full, he
of a negotiable document of title shall be entitled to must pay for them at the contract rate. If, however,
such aid from courts of appropriate jurisdiction by the buyer has used or disposed of the goods
injunction and otherwise in attaching such delivered before he knows that the seller is not
document or in satisfying the claim by means going to perform his contract in full, the buyer shall
thereof as is allowed at law or in equity in regard to not be liable for more than the fair value to him of
property which cannot readily be attached or levied the goods so received.
upon by ordinary legal process. (n)
Where the seller delivers to the buyer a quantity of
Article 1521. Whether it is for the buyer to take goods larger than he contracted to sell, the buyer
possession of the goods or of the seller to send them may accept the goods included in the contract and
to the buyer is a question depending in each case on reject the rest. If the buyer accepts the whole of the
the contract, express or implied, between the goods so delivered he must pay for them at the
parties. Apart from any such contract, express or contract rate.
implied, or usage of trade to the contrary, the place
of delivery is the seller's place of business if he has Where the seller delivers to the buyer the goods he
one, and if not his residence; but in case of a contracted to sell mixed with goods of a different
contract of sale of specific goods, which to the description not included in the contract, the buyer
knowledge of the parties when the contract or the may accept the goods which are in accordance with
the contract and reject the rest.

In the preceding two paragraphs, if the subject (1) When the whole of the price has not been
matter is indivisible, the buyer may reject the whole paid or tendered;
of the goods.
(2) When a bill of exchange or other
The provisions of this article are subject to any usage negotiable instrument has been received as
of trade, special agreement, or course of dealing conditional payment, and the condition on
between the parties. (n) which it was received has been broken by
reason of the dishonor of the instrument, the
Article 1523. Where, in pursuance of a contract of insolvency of the buyer, or otherwise.
sale, the seller is authorized or required to send the
goods to the buyer, delivery of the goods to a In articles 1525 to 1535 the term "seller" includes an
carrier, whether named by the buyer or not, for the agent of the seller to whom the bill of lading has
purpose of transmission to the buyer is deemed to been indorsed, or a consignor or agent who has
be a delivery of the goods to the buyer, except in the himself paid, or is directly responsible for the price,
cases provided for in article 1503, first, second and or any other person who is in the position of a seller.
third paragraphs, or unless a contrary intent (n)
appears.
Article 1526. Subject to the provisions of this Title,
Unless otherwise authorized by the buyer, the seller notwithstanding that the ownership in the goods
must make such contract with the carrier on behalf may have passed to the buyer, the unpaid seller of
of the buyer as may be reasonable, having regard to goods, as such, has:
the nature of the goods and the other circumstances
of the case. If the seller omit so to do, and the goods (1) A lien on the goods or right to retain them
are lost or damaged in course of transit, the buyer for the price while he is in possession of
may decline to treat the delivery to the carrier as a them;
delivery to himself, or may hold the seller
responsible in damages. (2) In case of the insolvency of the buyer, a
right of stopping the goods in transitu after
Unless otherwise agreed, where goods are sent by he has parted with the possession of them;
the seller to the buyer under circumstances in which
the seller knows or ought to know that it is usual to (3) A right of resale as limited by this Title;
insure, the seller must give such notice to the buyer
as may enable him to insure them during their (4) A right to rescind the sale as likewise
transit, and, if the seller fails to do so, the goods limited by this Title.
shall be deemed to be at his risk during such transit.
(n) Where the ownership in the goods has not passed to
the buyer, the unpaid seller has, in addition to his
Article 1524. The vendor shall not be bound to other remedies a right of withholding delivery similar
deliver the thing sold, if the vendee has not paid him to and coextensive with his rights of lien and
the price, or if no period for the payment has been stoppage in transitu where the ownership has
fixed in the contract. (1466) passed to the buyer. (n)
Article 1525. The seller of goods is deemed to be an Article 1527. Subject to the provisions of this Title,
unpaid seller within the meaning of this Title: the unpaid seller of goods who is in possession of
them is entitled to retain possession of them until
payment or tender of the price in the following
cases, namely:

(1) Where the goods have been sold without Article 1531. Goods are in transit within the meaning
any stipulation as to credit; of the preceding article:
(2) Where the goods have been sold on (1) From the time when they are delivered to
credit, but the term of credit has expired; a carrier by land, water, or air, or other bailee
for the purpose of transmission to the buyer,
(3) Where the buyer becomes insolvent. until the buyer, or his agent in that behalf,
takes delivery of them from such carrier or
The seller may exercise his right of lien other bailee;
notwithstanding that he is in possession of the goods
as agent or bailee for the buyer. (n) (2) If the goods are rejected by the buyer,
and the carrier or other bailee continues in
Article 1528. Where an unpaid seller has made part possession of them, even if the seller has
delivery of the goods, he may exercise his right of refused to receive them back.
lien on the remainder, unless such part delivery has
been made under such circumstances as to show an Goods are no longer in transit within the meaning of
intent to waive the lien or right of retention. (n) the preceding article:
Article 1529. The unpaid seller of goods loses his lien (1) If the buyer, or his agent in that behalf,
thereon: obtains delivery of the goods before their
arrival at the appointed destination;
(1) When he delivers the goods to a carrier or
other bailee for the purpose of transmission (2) If, after the arrival of the goods at the
to the buyer without reserving the ownership appointed destination, the carrier or other
in the goods or the right to the possession bailee acknowledges to the buyer or his
thereof; agent that he holds the goods on his behalf
and continues in possession of them as bailee
(2) When the buyer or his agent lawfully for the buyer or his agent; and it is
obtains possession of the goods; immaterial that further destination for the
goods may have been indicated by the buyer;
(3) By waiver thereof.
(3) If the carrier or other bailee wrongfully
The unpaid seller of goods, having a lien thereon, refuses to deliver the goods to the buyer or
does not lose his lien by reason only that he has his agent in that behalf.
obtained judgment or decree for the price of the
goods. (n) If the goods are delivered to a ship, freight
train, truck, or airplane chartered by the
Article 1530. Subject to the provisions of this Title, buyer, it is a question depending on the
when the buyer of goods is or becomes insolvent, circumstances of the particular case, whether
the unpaid seller who has parted with the they are in the possession of the carrier as
possession of the goods has the right of stopping such or as agent of the buyer.
them in transitu, that is to say, he may resume
possession of the goods at any time while they are in If part delivery of the goods has been made to the
transit, and he will then become entitled to the same buyer, or his agent in that behalf, the remainder of
rights in regard to the goods as he would have had if the goods may be stopped in transitu, unless such
he had never parted with the possession. (n) part delivery has been under such circumstances as

to show an agreement with the buyer to give up seller to the original buyer. But where the right to
possession of the whole of the goods. (n) resell is not based on the perishable nature of the
goods or upon an express provision of the contract
Article 1532. The unpaid seller may exercise his right of sale, the giving or failure to give such notice shall
of stoppage in transitu either by obtaining actual be relevant in any issue involving the question
possession of the goods or by giving notice of his whether the buyer had been in default for an
claim to the carrier or other bailee in whose unreasonable time before the resale was made.
possession the goods are. Such notice may be given
either to the person in actual possession of the It is not essential to the validity of a resale that
goods or to his principal. In the latter case the notice of the time and place of such resale should be
notice, to be effectual, must be given at such time given by the seller to the original buyer.
and under such circumstances that the principal, by
the exercise of reasonable diligence, may prevent a The seller is bound to exercise reasonable care and
delivery to the buyer. judgment in making a resale, and subject to this
requirement may make a resale either by public or
When notice of stoppage in transitu is given by the private sale. He cannot, however, directly or
seller to the carrier, or other bailee in possession of indirectly buy the goods. (n)
the goods, he must redeliver the goods to, or
according to the directions of, the seller. The Article 1534. An unpaid seller having the right of lien
expenses of such delivery must be borne by the or having stopped the goods in transitu, may rescind
seller. If, however, a negotiable document of title the transfer of title and resume the ownership in the
representing the goods has been issued by the goods, where he expressly reserved the right to do
carrier or other bailee, he shall not be obliged to so in case the buyer should make default, or where
deliver or justified in delivering the goods to the the buyer has been in default in the payment of the
seller unless such document is first surrendered for price for an unreasonable time. The seller shall not
cancellation. (n) thereafter be liable to the buyer upon the contract
of sale, but may recover from the buyer damages for
Article 1533. Where the goods are of perishable any loss occasioned by the breach of the contract.
nature, or where the seller expressly reserves the
right of resale in case the buyer should make default, The transfer of title shall not be held to have been
or where the buyer has been in default in the rescinded by an unpaid seller until he has
payment of the price for an unreasonable time, an manifested by notice to the buyer or by some other
unpaid seller having a right of lien or having stopped overt act an intention to rescind. It is not necessary
the goods in transitu may resell the goods. He shall that such overt act should be communicated to the
not thereafter be liable to the original buyer upon buyer, but the giving or failure to give notice to the
the contract of sale or for any profit made by such buyer of the intention to rescind shall be relevant in
resale, but may recover from the buyer damages for any issue involving the question whether the buyer
any loss occasioned by the breach of the contract of had been in default for an unreasonable time before
sale. the right of rescission was asserted. (n)
Where a resale is made, as authorized in this article, Article 1535. Subject to the provisions of this Title,
the buyer acquires a good title as against the original the unpaid seller's right of lien or stoppage in
buyer. transitu is not affected by any sale, or other
disposition of the goods which the buyer may have
It is not essential to the validity of resale that notice made, unless the seller has assented thereto.
of an intention to resell the goods be given by the

If, however, a negotiable document of title has been The same shall be done, even when the area is the
issued for goods, no seller's lien or right of stoppage same, if any part of the immovable is not of the
in transitu shall defeat the right of any purchaser for quality specified in the contract.
value in good faith to whom such document has
been negotiated, whether such negotiation be prior The rescission, in this case, shall only take place at
or subsequent to the notification to the carrier, or the will of the vendee, when the inferior value of the
other bailee who issued such document, of the thing sold exceeds one-tenth of the price agreed
seller's claim to a lien or right of stoppage in transitu. upon.
(n)
Nevertheless, if the vendee would not have bought
Article 1536. The vendor is not bound to deliver the the immovable had he known of its smaller area of
thing sold in case the vendee should lose the right to inferior quality, he may rescind the sale. (1469a)
make use of the terms as provided in article 1198.
(1467a) Article 1540. If, in the case of the preceding article,
there is a greater area or number in the immovable
Article 1537. The vendor is bound to deliver the than that stated in the contract, the vendee may
thing sold and its accessions and accessories in the accept the area included in the contract and reject
condition in which they were upon the perfection of the rest. If he accepts the whole area, he must pay
the contract. for the same at the contract rate. (1470a)
All the fruits shall pertain to the vendee from the day Article 1541. The provisions of the two preceding
on which the contract was perfected. (1468a) articles shall apply to judicial sales. (n)
Article 1538. In case of loss, deterioration or Article 1542. In the sale of real estate, made for a
improvement of the thing before its delivery, the lump sum and not at the rate of a certain sum for a
rules in article 1189 shall be observed, the vendor unit of measure or number, there shall be no
being considered the debtor. (n) increase or decrease of the price, although there be
a greater or less area or number than that stated in
Article 1539. The obligation to deliver the thing sold the contract.
includes that of placing in the control of the vendee
all that is mentioned in the contract, in conformity The same rule shall be applied when two or more
with the following rules: immovables as sold for a single price; but if, besides
mentioning the boundaries, which is indispensable in
If the sale of real estate should be made with a every conveyance of real estate, its area or number
statement of its area, at the rate of a certain price should be designated in the contract, the vendor
for a unit of measure or number, the vendor shall be shall be bound to deliver all that is included within
obliged to deliver to the vendee, if the latter should said boundaries, even when it exceeds the area or
demand it, all that may have been stated in the number specified in the contract; and, should he not
contract; but, should this be not possible, the be able to do so, he shall suffer a reduction in the
vendee may choose between a proportional price, in proportion to what is lacking in the area or
reduction of the price and the rescission of the number, unless the contract is rescinded because
contract, provided that, in the latter case, the lack in the vendee does not accede to the failure to deliver
the area be not less than one-tenth of that stated. what has been stipulated. (1471)

Article 1543. The actions arising from articles 1539 or promise is to induce the buyer to purchase the
and 1542 shall prescribe in six months, counted from same, and if the buyer purchases the thing relying
the day of delivery. (1472a) thereon. No affirmation of the value of the thing, nor
any statement purporting to be a statement of the
Article 1544. If the same thing should have been seller's opinion only, shall be construed as a
sold to different vendees, the ownership shall be warranty, unless the seller made such affirmation or
transferred to the person who may have first taken statement as an expert and it was relied upon by the
possession thereof in good faith, if it should be buyer. (n)
movable property.
Article 1547. In a contract of sale, unless a contrary
Should it be immovable property, the ownership intention appears, there is:
shall belong to the person acquiring it who in good
faith first recorded it in the Registry of Property. (1) An implied warranty on the part of the
seller that he has a right to sell the thing at
Should there be no inscription, the ownership shall the time when the ownership is to pass, and
pertain to the person who in good faith was first in that the buyer shall from that time have and
the possession; and, in the absence thereof, to the enjoy the legal and peaceful possession of
person who presents the oldest title, provided there the thing;
is good faith. (1473)
(2) An implied warranty that the thing shall
be free from any hidden faults or defects, or
any charge or encumbrance not declared or
SECTION 3 known to the buyer.
Conditions and Warranties
This article shall not, however, be held to
Article 1545. Where the obligation of either party to render liable a sheriff, auctioneer,
a contract of sale is subject to any condition which is mortgagee, pledgee, or other person
not performed, such party may refuse to proceed professing to sell by virtue of authority in fact
with the contract or he may waive performance of or law, for the sale of a thing in which a third
the condition. If the other party has promised that person has a legal or equitable interest. (n)
the condition should happen or be performed, such
first mentioned party may also treat the SUBSECTION 1. Warranty in Case of Eviction
nonperformance of the condition as a breach of
warranty. Article 1548. Eviction shall take place whenever by a
final judgment based on a right prior to the sale or
Where the ownership in the thing has not passed, an act imputable to the vendor, the vendee is
the buyer may treat the fulfillment by the seller of deprived of the whole or of a part of the thing
his obligation to deliver the same as described and purchased.
as warranted expressly or by implication in the
contract of sale as a condition of the obligation of The vendor shall answer for the eviction even
the buyer to perform his promise to accept and pay though nothing has been said in the contract on the
for the thing. (n) subject.
Article 1546. Any affirmation of fact or any promise The contracting parties, however, may increase,
by the seller relating to the thing is an express diminish, or suppress this legal obligation of the
warranty if the natural tendency of such affirmation vendor. (1475a)

Article 1549. The vendee need not appeal from the (4) The expenses of the contract, if the
decision in order that the vendor may become liable vendee has paid them;
for eviction. (n)
(5) The damages and interests, and
Article 1550. When adverse possession had been ornamental expenses, if the sale was made in
commenced before the sale but the prescriptive bad faith. (1478)
period is completed after the transfer, the vendor
shall not be liable for eviction. (n) Article 1556. Should the vendee lose, by reason of
the eviction, a part of the thing sold of such
Article 1551. If the property is sold for nonpayment importance, in relation to the whole, that he would
of taxes due and not made known to the vendee not have bought it without said part, he may
before the sale, the vendor is liable for eviction. (n) demand the rescission of the contract; but with the
obligation to return the thing without other
Article 1552. The judgment debtor is also encumbrances that those which it had when he
responsible for eviction in judicial sales, unless it is acquired it.
otherwise decreed in the judgment. (n)
He may exercise this right of action, instead of
Article 1553. Any stipulation exempting the vendor enforcing the vendor's liability for eviction.
from the obligation to answer for eviction shall be
void, if he acted in bad faith. (1476) The same rule shall be observed when two or more
things have been jointly sold for a lump sum, or for a
Article 1554. If the vendee has renounced the right separate price for each of them, if it should clearly
to warranty in case of eviction, and eviction should appear that the vendee would not have purchased
take place, the vendor shall only pay the value which one without the other. (1479a)
the thing sold had at the time of the eviction. Should
the vendee have made the waiver with knowledge of Article 1557. The warranty cannot be enforced until
the risks of eviction and assumed its consequences, a final judgment has been rendered, whereby the
the vendor shall not be liable. (1477) vendee loses the thing acquired or a part thereof.
(1480)
Article 1555. When the warranty has been agreed
upon or nothing has been stipulated on this point, in Article 1558. The vendor shall not be obliged to
case eviction occurs, the vendee shall have the right make good the proper warranty, unless he is
to demand of the vendor: summoned in the suit for eviction at the instance of
the vendee. (1481a)
(1) The return of the value which the thing
sold had at the time of the eviction, be it Article 1559. The defendant vendee shall ask, within
greater or less than the price of the sale; the time fixed in the Rules of Court for answering the
complaint, that the vendor be made a co-defendant.
(2) The income or fruits, if he has been (1482a)
ordered to deliver them to the party who
won the suit against him; Article 1560. If the immovable sold should be
encumbered with any non-apparent burden or
(3) The costs of the suit which caused the servitude, not mentioned in the agreement, of such
eviction, and, in a proper case, those of the a nature that it must be presumed that the vendee
suit brought against the vendor for the would not have acquired it had he been aware
warranty; thereof, he may ask for the rescission of the

contract, unless he should prefer the appropriate (2) Where the goods are brought by
indemnity. Neither right can be exercised if the non- description from a seller who deals in goods
apparent burden or servitude is recorded in the of that description (whether he be the
Registry of Property, unless there is an express grower or manufacturer or not), there is an
warranty that the thing is free from all burdens and implied warranty that the goods shall be of
encumbrances. merchantable quality. (n)
Within one year, to be computed from the execution Article 1563. In the case of contract of sale of a
of the deed, the vendee may bring the action for specified article under its patent or other trade
rescission, or sue for damages. name, there is no warranty as to its fitness for any
particular purpose, unless there is a stipulation to
One year having elapsed, he may only bring an the contrary. (n)
action for damages within an equal period, to be
counted from the date on which he discovered the Article 1564. An implied warranty or condition as to
burden or servitude. (1483a) the quality or fitness for a particular purpose may be
annexed by the usage of trade. (n)
SUBSECTION 2. Warranty Against Hidden Defects of
or Encumbrances Upon the Thing Sold Article 1565. In the case of a contract of sale by
sample, if the seller is a dealer in goods of that kind,
Article 1561. The vendor shall be responsible for there is an implied warranty that the goods shall be
warranty against the hidden defects which the thing free from any defect rendering them
sold may have, should they render it unfit for the use unmerchantable which would not be apparent on
for which it is intended, or should they diminish its reasonable examination of the sample. (n)
fitness for such use to such an extent that, had the
vendee been aware thereof, he would not have Article 1566. The vendor is responsible to the
acquired it or would have given a lower price for it; vendee for any hidden faults or defects in the thing
but said vendor shall not be answerable for patent sold, even though he was not aware thereof.
defects or those which may be visible, or for those
which are not visible if the vendee is an expert who, This provision shall not apply if the contrary has
by reason of his trade or profession, should have been stipulated, and the vendor was not aware of
known them. (1484a) the hidden faults or defects in the thing sold. (1485)
Article 1562. In a sale of goods, there is an implied Article 1567. In the cases of articles 1561, 1562,
warranty or condition as to the quality or fitness of 1564, 1565 and 1566, the vendee may elect between
the goods, as follows: withdrawing from the contract and demanding a
proportionate reduction of the price, with damages
(1) Where the buyer, expressly or by in either case. (1486a)
implication, makes known to the seller the
particular purpose for which the goods are Article 1568. If the thing sold should be lost in
acquired, and it appears that the buyer relies consequence of the hidden faults, and the vendor
on the seller's skill or judgment (whether he was aware of them, he shall bear the loss, and shall
be the grower or manufacturer or not), there be obliged to return the price and refund the
is an implied warranty that the goods shall be expenses of the contract, with damages. If he was
reasonably fit for such purpose; not aware of them, he shall only return the price and
interest thereon, and reimburse the expenses of the
contract which the vendee might have paid. (1487a)

Article 1569. If the thing sold had any hidden fault at stated in the contract, and they are found to be unfit
the time of the sale, and should thereafter be lost by therefor. (1494a)
a fortuitous event or through the fault of the
vendee, the latter may demand of the vendor the Article 1576. If the hidden defect of animals, even in
price which he paid, less the value which the thing case a professional inspection has been made,
had when it was lost. should be of such a nature that expert knowledge is
not sufficient to discover it, the defect shall be
If the vendor acted in bad faith, he shall pay considered as redhibitory.
damages to the vendee. (1488a)
But if the veterinarian, through ignorance or bad
Article 1570. The preceding articles of this faith should fail to discover or disclose it, he shall be
Subsection shall be applicable to judicial sales, liable for damages. (1495)
except that the judgment debtor shall not be liable
for damages. (1489a) Article 1577. The redhibitory action, based on the
faults or defects of animals, must be brought within
Article 1571. Actions arising from the provisions of forty days from the date of their delivery to the
the preceding ten articles shall be barred after six vendee.
months, from the delivery of the thing sold. (1490)
This action can only be exercised with respect to
Article 1572. If two or more animals are sold faults and defects which are determined by law or by
together, whether for a lump sum or for a separate local customs. (1496a)
price for each of them, the redhibitory defect of one
shall only give rise to its redhibition, and not that of Article 1578. If the animal should die within three
the others; unless it should appear that the vendee days after its purchase, the vendor shall be liable if
would not have purchased the sound animal or the disease which cause the death existed at the
animals without the defective one. time of the contract. (1497a)
The latter case shall be presumed when a team, yoke Article 1579. If the sale be rescinded, the animal
pair, or set is bought, even if a separate price has shall be returned in the condition in which it was
been fixed for each one of the animals composing sold and delivered, the vendee being answerable for
the same. (1491) any injury due to his negligence, and not arising from
the redhibitory fault or defect. (1498)
Article 1573. The provisions of the preceding article
with respect to the sale of animals shall in like Article 1580. In the sale of animals with redhibitory
manner be applicable to the sale of other things. defects, the vendee shall also enjoy the right
(1492) mentioned in article 1567; but he must make use
thereof within the same period which has been fixed
Article 1574. There is no warranty against hidden for the exercise of the redhibitory action. (1499)
defects of animals sold at fairs or at public auctions,
or of live stock sold as condemned. (1493a) Article 1581. The form of sale of large cattle shall be
governed by special laws. (n)
Article 1575. The sale of animals suffering from
contagious diseases shall be void.
A contract of sale of animals shall also be void if the CHAPTER 5

use or service for which they are acquired has been Obligations of the Vendee

Article 1582. The vendee is bound to accept delivery paid the price, whether such terms are indicated by
and to pay the price of the thing sold at the time and marking the goods with the words "collect on
place stipulated in the contract. delivery," or otherwise, the buyer is not entitled to
examine the goods before the payment of the price,
If the time and place should not have been in the absence of agreement or usage of trade
stipulated, the payment must be made at the time permitting such examination. (n)
and place of the delivery of the thing sold. (1500a)
Article 1585. The buyer is deemed to have accepted
Article 1583. Unless otherwise agreed, the buyer of the goods when he intimates to the seller that he
goods is not bound to accept delivery thereof by has accepted them, or when the goods have been
installments. delivered to him, and he does any act in relation to
them which is inconsistent with the ownership of the
Where there is a contract of sale of goods to be seller, or when, after the lapse of a reasonable time,
delivered by stated instalments, which are to be he retains the goods without intimating to the seller
separately paid for, and the seller makes defective that he has rejected them. (n)
deliveries in respect of one or more instalments, or
the buyer neglects or refuses without just cause to Article 1586. In the absence of express or implied
take delivery of or pay for one or more instalments, agreement of the parties, acceptance of the goods
it depends in each case on the terms of the contract by the buyer shall not discharge the seller from
and the circumstances of the case, whether the liability in damages or other legal remedy for breach
breach of contract is so material as to justify the of any promise or warranty in the contract of sale.
injured party in refusing to proceed further and But, if, after acceptance of the goods, the buyer fails
suing for damages for breach of the entire contract, to give notice to the seller of the breach in any
or whether the breach is severable, giving rise to a promise of warranty within a reasonable time after
claim for compensation but not to a right to treat the buyer knows, or ought to know of such breach,
the whole contract as broken. (n) the seller shall not be liable therefor. (n)
Article 1584. Where goods are delivered to the Article 1587. Unless otherwise agreed, where goods
buyer, which he has not previously examined, he is are delivered to the buyer, and he refuses to accept
not deemed to have accepted them unless and until them, having the right so to do, he is not bound to
he has had a reasonable opportunity of examining return them to the seller, but it is sufficient if he
them for the purpose of ascertaining whether they notifies the seller that he refuses to accept them. If
are in conformity with the contract if there is no he voluntarily constitutes himself a depositary
stipulation to the contrary. thereof, he shall be liable as such. (n)
Unless otherwise agreed, when the seller tenders Article 1588. If there is no stipulation as specified in
delivery of goods to the buyer, he is bound, on the first paragraph of article 1523, when the buyer's
request, to afford the buyer a reasonable refusal to accept the goods is without just cause, the
opportunity of examining the goods for the purpose title thereto passes to him from the moment they
of ascertaining whether they are in conformity with are placed at his disposal. (n)
the contract.
Article 1589. The vendee shall owe interest for the
Where goods are delivered to a carrier by the seller, period between the delivery of the thing and the
in accordance with an order from or agreement with payment of the price, in the following three cases:
the buyer, upon the terms that the goods shall not
be delivered by the carrier to the buyer until he has (1) Should it have been so stipulated;

(2) Should the thing sold and delivered
produce fruits or income;
CHAPTER 6
(3) Should he be in default, from the time of Actions for Breach of Contract of Sale of Goods
judicial or extrajudicial demand for the
payment of the price. (1501a) Article 1594. Actions for breach of the contract of
sale of goods shall be governed particularly by the
Article 1590. Should the vendee be disturbed in the provisions of this Chapter, and as to matters not
possession or ownership of the thing acquired, or specifically provided for herein, by other applicable
should he have reasonable grounds to fear such provisions of this Title. (n)
disturbance, by a vindicatory action or a foreclosure
of mortgage, he may suspend the payment of the Article 1595. Where, under a contract of sale, the
price until the vendor has caused the disturbance or ownership of the goods has passed to the buyer and
danger to cease, unless the latter gives security for he wrongfully neglects or refuses to pay for the
the return of the price in a proper case, or it has goods according to the terms of the contract of sale,
been stipulated that, notwithstanding any such the seller may maintain an action against him for the
contingency, the vendee shall be bound to make the price of the goods.
payment. A mere act of trespass shall not authorize
the suspension of the payment of the price. (1502a) Where, under a contract of sale, the price is payable
on a certain day, irrespective of delivery or of
Article 1591. Should the vendor have reasonable transfer of title and the buyer wrongfully neglects or
grounds to fear the loss of immovable property sold refuses to pay such price, the seller may maintain an
and its price, he may immediately sue for the action for the price although the ownership in the
rescission of the sale. goods has not passed. But it shall be a defense to
such an action that the seller at any time before the
Should such ground not exist, the provisions of judgment in such action has manifested an inability
article 1191 shall be observed. (1503) to perform the contract of sale on his part or an
intention not to perform it.
Article 1592. In the sale of immovable property,
even though it may have been stipulated that upon Although the ownership in the goods has not passed,
failure to pay the price at the time agreed upon the if they cannot readily be resold for a reasonable
rescission of the contract shall of right take place, price, and if the provisions of article 1596, fourth
the vendee may pay, even after the expiration of the paragraph, are not applicable, the seller may offer to
period, as long as no demand for rescission of the deliver the goods to the buyer, and, if the buyer
contract has been made upon him either judicially or refuses to receive them, may notify the buyer that
by a notarial act. After the demand, the court may the goods are thereafter held by the seller as bailee
not grant him a new term. (1504a) for the buyer. Thereafter the seller may treat the
goods as the buyer's and may maintain an action for
Article 1593. With respect to movable property, the the price. (n)
rescission of the sale shall of right take place in the
interest of the vendor, if the vendee, upon the Article 1596. Where the buyer wrongfully neglects
expiration of the period fixed for the delivery of the or refuses to accept and pay for the goods, the seller
thing, should not have appeared to receive it, or, may maintain an action against him for damages for
having appeared, he should not have tendered the nonacceptance.
price at the same time, unless a longer period has
been stipulated for its payment. (1505)

The measure of damages is the estimated loss (1) Accept or keep the goods and set up
directly and naturally resulting in the ordinary course against the seller, the breach of warranty by
of events from the buyer's breach of contract. way of recoupment in diminution or
extinction of the price;
Where there is an available market for the goods in
question, the measure of damages is, in the absence (2) Accept or keep the goods and maintain an
of special circumstances showing proximate damage action against the seller for damages for the
of a different amount, the difference between the breach of warranty;
contract price and the market or current price at the
time or times when the goods ought to have been (3) Refuse to accept the goods, and maintain
accepted, or, if no time was fixed for acceptance, an action against the seller for damages for
then at the time of the refusal to accept. the breach of warranty;
If, while labor or expense of material amount is (4) Rescind the contract of sale and refuse to
necessary on the part of the seller to enable him to receive the goods or if the goods have
fulfill his obligations under the contract of sale, the already been received, return them or offer
buyer repudiates the contract or notifies the seller to to return them to the seller and recover the
proceed no further therewith, the buyer shall be price or any part thereof which has been
liable to the seller for labor performed or expenses paid.
made before receiving notice of the buyer's
repudiation or countermand. The profit the seller When the buyer has claimed and been
would have made if the contract or the sale had granted a remedy in anyone of these ways,
been fully performed shall be considered in no other remedy can thereafter be granted,
awarding the damages. (n) without prejudice to the provisions of the
second paragraph of article 1191.
Article 1597. Where the goods have not been
delivered to the buyer, and the buyer has repudiated Where the goods have been delivered to the
the contract of sale, or has manifested his inability to buyer, he cannot rescind the sale if he knew
perform his obligations thereunder, or has of the breach of warranty when he accepted
committed a breach thereof, the seller may totally the goods without protest, or if he fails to
rescind the contract of sale by giving notice of his notify the seller within a reasonable time of
election so to do to the buyer. (n) the election to rescind, or if he fails to return
or to offer to return the goods to the seller in
Article 1598. Where the seller has broken a contract substantially as good condition as they were
to deliver specific or ascertained goods, a court may, in at the time the ownership was transferred
on the application of the buyer, direct that the to the buyer. But if deterioration or injury of
contract shall be performed specifically, without the goods is due to the breach or warranty,
giving the seller the option of retaining the goods on such deterioration or injury shall not prevent
payment of damages. The judgment or decree may the buyer from returning or offering to
be unconditional, or upon such terms and conditions return the goods to the seller and rescinding
as to damages, payment of the price and otherwise, the sale.
as the court may deem just. (n)
Where the buyer is entitled to rescind the
Article 1599. Where there is a breach of warranty by sale and elects to do so, he shall cease to be
the seller, the buyer may, at his election: liable for the price upon returning or offering
to return the goods. If the price or any part

thereof has already been paid, the seller shall (1507) ARTICLE 1602. The contract shall be
be liable to repay so much thereof as has presumed to be an equitable mortgage, in any of the
been paid, concurrently with the return of following cases:
the goods, or immediately after an offer to
return the goods in exchange for repayment (1) When the price of a sale with right to
of the price. repurchase is unusually inadequate;
Where the buyer is entitled to rescind the (2) When the vendor remains in possession
sale and elects to do so, if the seller refuses as lessee or otherwise;
to accept an offer of the buyer to return the
goods, the buyer shall thereafter be deemed (3) When upon or after the expiration of the
to hold the goods as bailee for the seller, but right to repurchase another instrument
subject to a lien to secure the payment of extending the period of redemption or
any portion of the price which has been paid, granting a new period is executed;
and with the remedies for the enforcement
of such lien allowed to an unpaid seller by (4) When the purchaser retains for himself a
article 1526. part of the purchase price;
(5) In the case of breach of warranty of (5) When the vendor binds himself to pay the
quality, such loss, in the absence of special taxes on the thing sold;
circumstances showing proximate damage of
a greater amount, is the difference between (6) In any other case where it may be fairly
the value of the goods at the time of delivery inferred that the real intention of the parties
to the buyer and the value they would have is that the transaction shall secure the
had if they had answered to the warranty. (n) payment of a debt or the performance of any
other obligation.
In any of the foregoing cases, any money, fruits, or

CHAPTER 7 other benefit to be received by the vendee as rent or
Extinguishment of Sale otherwise shall be considered as interest which shall
be subject to the usury laws. (n)
Article 1600. Sales are extinguished by the same
causes as all other obligations, by those stated in the Article 1603. In case of doubt, a contract purporting
preceding articles of this Title, and by conventional to be a sale with right to repurchase shall be
or legal redemption. (1506) construed as an equitable mortgage. (n)
Article 1604. The provisions of article 1602 shall also

apply to a contract purporting to be an absolute sale.
SECTION 1 (n)
Conventional Redemption
Article 1605. In the cases referred to in articles 1602
Article 1601. Conventional redemption shall take and 1604, the apparent vendor may ask for the
place when the vendor reserves the right to reformation of the instrument. (n)
repurchase the thing sold, with the obligation to
comply with the provisions of article 1616 and other Article 1606. The right referred to in article 1601, in
stipulations which may have been agreed upon. the absence of an express agreement, shall last four
years from the date of the contract.

Should there be an agreement, the period cannot each of the latter may only redeem the part which
exceed ten years. he may have acquired. (1514)
However, the vendor may still exercise the right to Article 1613. In the case of the preceding article, the
repurchase within thirty days from the time final vendee may demand of all the vendors or co-heirs
judgment was rendered in a civil action on the basis that they come to an agreement upon the
that the contract was a true sale with right to repurchase of the whole thing sold; and should they
repurchase. (1508a) fail to do so, the vendee cannot be compelled to
consent to a partial redemption. (1515)
Article 1607. In case of real property, the
consolidation of ownership in the vendee by virtue Article 1614. Each one of the co-owners of an
of the failure of the vendor to comply with the undivided immovable who may have sold his share
provisions of article 1616 shall not be recorded in separately, may independently exercise the right of
the Registry of Property without a judicial order, repurchase as regards his own share, and the vendee
after the vendor has been duly heard. (n) cannot compel him to redeem the whole property.
(1516)
Article 1608. The vendor may bring his action
against every possessor whose right is derived from Article 1615. If the vendee should leave several
the vendee, even if in the second contract no heirs, the action for redemption cannot be brought
mention should have been made of the right to against each of them except for his own share,
repurchase, without prejudice to the provisions of whether the thing be undivided, or it has been
the Mortgage Law and the Land Registration Law partitioned among them.
with respect to third persons. (1510)
But if the inheritance has been divided, and the thing
Article 1609. The vendee is subrogated to the sold has been awarded to one of the heirs, the
vendor's rights and actions. (1511) action for redemption may be instituted against him
for the whole. (1517)
Article 1610. The creditors of the vendor cannot
make use of the right of redemption against the Article 1616. The vendor cannot avail himself of the
vendee, until after they have exhausted the property right of repurchase without returning to the vendee
of the vendor. (1512) the price of the sale, and in addition:
Article 1611. In a sale with a right to repurchase, the (1) The expenses of the contract, and any
vendee of a part of an undivided immovable who other legitimate payments made by reason of
acquires the whole thereof in the case of article 498, the sale;
may compel the vendor to redeem the whole
property, if the latter wishes to make use of the right (2) The necessary and useful expenses made
of redemption. (1513) on the thing sold. (1518)
Article 1612. If several persons, jointly and in the Article 1617. If at the time of the execution of the
same contract, should sell an undivided immovable sale there should be on the land, visible or growing
with a right of repurchase, none of them may fruits, there shall be no reimbursement for or
exercise this right for more than his respective share. prorating of those existing at the time of
redemption, if no indemnity was paid by the
The same rule shall apply if the person who sold an purchaser when the sale was executed.
immovable alone has left several heirs, in which case

Should there have been no fruits at the time of the This right is not applicable to adjacent lands which
sale and some exist at the time of redemption, they are separated by brooks, drains, ravines, roads and
shall be prorated between the redemptioner and the other apparent servitudes for the benefit of other
vendee, giving the latter the part corresponding to estates.
the time he possessed the land in the last year,
counted from the anniversary of the date of the sale. If two or more adjoining owners desire to exercise
(1519a) the right of redemption at the same time, the owner
of the adjoining land of smaller area shall be
Article 1618. The vendor who recovers the thing sold preferred; and should both lands have the same
shall receive it free from all charges or mortgages area, the one who first requested the redemption.
constituted by the vendee, but he shall respect the (1523a) ARTICLE 1622. Whenever a piece of urban
leases which the latter may have executed in good land which is so small and so situated that a major
faith, and in accordance with the custom of the portion thereof cannot be used for any practical
place where the land is situated. (1520) purpose within a reasonable time, having been
bought merely for speculation, is about to be re-
sold, the owner of any adjoining land has a right of
pre-emption at a reasonable price.
SECTION 2
Legal Redemption If the re-sale has been perfected, the owner of the
adjoining land shall have a right of redemption, also
Article 1619. Legal redemption is the right to be at a reasonable price.
subrogated, upon the same terms and conditions
stipulated in the contract, in the place of one who When two or more owners of adjoining lands wish to
acquires a thing by purchase or dation in payment, exercise the right of pre-emption or redemption, the
or by any other transaction whereby ownership is owner whose intended use of the land in question
transmitted by onerous title. (1521a) appears best justified shall be preferred. (n)
Article 1620. A co-owner of a thing may exercise the Article 1623. The right of legal pre-emption or
right of redemption in case the shares of all the redemption shall not be exercised except within
other co-owners or of any of them, are sold to a thirty days from the notice in writing by the
third person. If the price of the alienation is grossly prospective vendor, or by the vendor, as the case
excessive, the redemptioner shall pay only a may be. The deed of sale shall not be recorded in the
reasonable one. Registry of Property, unless accompanied by an
affidavit of the vendor that he has given written
Should two or more co-owners desire to exercise the notice thereof to all possible redemptioners.
right of redemption, they may only do so in
proportion to the share they may respectively have The right of redemption of co-owners excludes that
in the thing owned in common. (1522a) of adjoining owners. (1524a)
Article 1621. The owners of adjoining lands shall also

have the right of redemption when a piece of rural
land, the area of which does not exceed one hectare, CHAPTER 8
is alienated, unless the grantee does not own any Assignment of Credits and Other Incorporeal Rights
rural land.

Article 1624. An assignment of creditors and other Article 1630. One who sells an inheritance without
incorporeal rights shall be perfected in accordance enumerating the things of which it is composed,
with the provisions of article 1475. (n) shall only be answerable for his character as an heir.
(1531)
Article 1625. An assignment of a credit, right or
action shall produce no effect as against third Article 1631. One who sells for a lump sum the
persons, unless it appears in a public instrument, or whole of certain rights, rents, or products, shall
the instrument is recorded in the Registry of comply by answering for the legitimacy of the whole
Property in case the assignment involves real in general; but he shall not be obliged to warrant
property. (1526) each of the various parts of which it may be
composed, except in the case of eviction from the
Article 1626. The debtor who, before having whole or the part of greater value. (1532a)
knowledge of the assignment, pays his creditor shall
be released from the obligation. (1527) Article 1632. Should the vendor have profited by
some of the fruits or received anything from the
Article 1627. The assignment of a credit includes all inheritance sold, he shall pay the vendee thereof, if
the accessory rights, such as a guaranty, mortgage, the contrary has not been stipulated. (1533)
pledge or preference. (1528)
Article 1633. The vendee shall, on his part,
Article 1628. The vendor in good faith shall be reimburse the vendor for all that the latter may have
responsible for the existence and legality of the paid for the debts of and charges on the estate and
credit at the time of the sale, unless it should have satisfy the credits he may have against the same,
been sold as doubtful; but not for the solvency of unless there is an agreement to the contrary. (1534)
the debtor, unless it has been so expressly stipulated ARTICLE 1634. When a credit or other incorporeal
or unless the insolvency was prior to the sale and of right in litigation is sold, the debtor shall have a right
common knowledge. to extinguish it by reimbursing the assignee for the
price the latter paid therefor, the judicial costs
Even in these cases he shall only be liable for the incurred by him, and the interest on the price from
price received and for the expenses specified in No. the day on which the same was paid.
1 of article 1616.
A credit or other incorporeal right shall be
The vendor in bad faith shall always be answerable considered in litigation from the time the complaint
for the payment of all expenses, and for damages. concerning the same is answered.
(1529)
The debtor may exercise his right within thirty days
Article 1629. In case the assignor in good faith from the date the assignee demands payment from
should have made himself responsible for the him. (1535)
solvency of the debtor, and the contracting parties
should not have agreed upon the duration of the Article 1635. From the provisions of the preceding
liability, it shall last for one year only, from the time article shall be excepted the assignments or sales
of the assignment if the period had already expired. made:
If the credit should be payable within a term or (1) To a co-heir or co-owner of the right
period which has not yet expired, the liability shall assigned;
cease one year after the maturity. (1530a)
(2) To a creditor in payment of his credit;

(3) To the possessor of a tenement or piece debts in the ordinary course of business or
of land which is subject to the right in cannot pay his debts as they become due,
litigation assigned. (1536) whether insolvency proceedings have been
commenced or not.
(3) Goods are in a "deliverable state" within

CHAPTER 9 the meaning of this Title when they are in
General Provisions such a state that the buyer would, under the
contract, be bound to take delivery of them.
Article 1636. In the preceding articles in this Title (n)
governing the sale of goods, unless the context or
subject matter otherwise requires: Article 1637. The provisions of this Title are subject
to the rules laid down by the Mortgage Law and the
(1) "Document of title to goods" includes any Land Registration Law with regard to immovable
bill of lading, dock warrant, "quedan," or property. (1537a)
warehouse receipt or order for the delivery
of goods, or any other document used in the
ordinary course of business in the sale or
transfer of goods, as proof of the possession TITLE VII
or control of the goods, or authorizing or BARTER OR EXCHANGE
purporting to authorize the possessor of the
document to transfer or receive, either by Article 1638. By the contract of barter or exchange
indorsement or by delivery, goods one of the parties binds himself to give one thing in
represented by such document. consideration of the other's promise to give another
thing. (1538a)
"Goods" includes all chattels personal but not
things in action or money of legal tender in Article 1639. If one of the contracting parties, having
the Philippines. The term includes growing received the thing promised him in barter, should
fruits or crops. prove that it did not belong to the person who gave
it, he cannot be compelled to deliver that which he
"Order" relating to documents of title means offered in exchange, but he shall be entitled to
an order by indorsement on the documents. damages. (1539a)
"Quality of goods" includes their state or Article 1640. One who loses by eviction the thing
condition. received in barter may recover that which he gave in
exchange with a right to damages, or he may only
"Specific goods" means goods identified and demand an indemnity for damages. However, he can
agreed upon at the time a contract of sale is only make use of the right to recover the thing which
made. he has delivered while the same remains in the
possession of the other party, and without prejudice
An antecedent or pre-existing claim, whether to the rights acquired in good faith in the meantime
for money or not, constitutes "value" where by a third person. (1540a)
goods or documents of title are taken either
in satisfaction thereof or as security therefor. Article 1641. As to all matters not specifically
provided for in this Title, barter shall be governed by
(2) A person is insolvent within the meaning
of this Title who either has ceased to pay his

the provisions of the preceding Title relating to sales.
(1541a)

TITLE VIII constitute the same without proper authority: the
husband with respect to the wife's paraphernal real
LEASE estate, the father or guardian as to the property of
the minor or ward, and the manager without special
power. (1548a)
CHAPTER 1
Article 1648. Every lease of real estate may be
General Provisions
recorded in the Registry of Property. Unless a lease
is recorded, it shall not be binding upon third
ARTICLE 1642. The contract of lease may be of
persons. (1549a)
things, or of work and service. (1542)
Article 1649. The lessee cannot assign the lease
ARTICLE 1643. In the lease of things, one of the
without the consent of the lessor, unless there is a
parties binds himself to give to another the
stipulation to the contrary. (n)
enjoyment or use of a thing for a price certain, and
for a period which may be definite or indefinite.
Article 1650. When in the contract of lease of things
However, no lease for more than ninety-nine years
there is no express prohibition, the lessee may
shall be valid. (1543a)
sublet the thing leased, in whole or in part, without
prejudice to his responsibility for the performance of
ARTICLE 1644. In the lease of work or service, one of
the contract toward the lessor. (1550)
the parties binds himself to execute a piece of work
or to render to the other some service for a price
Article 1651. Without prejudice to his obligation
certain, but the relation of principal and agent does
toward the sublessor, the sublessee is bound to the
not exist between them. (1544a)
lessor for all acts which refer to the use and
preservation of the thing leased in the manner
ARTICLE 1645. Consumable goods cannot be the
stipulated between the lessor and the lessee. (1551)
subject matter of a contract of lease, except when
they are merely to be exhibited or when they are
Article 1652. The sublessee is subsidiarily liable to
accessory to an industrial establishment. (1545a)
the lessor for any rent due from the lessee.
However, the sublessee shall not be responsible
beyond the amount of rent due from him, in
accordance with the terms of the sublease, at the
CHAPTER 2
time of the extra-judicial demand by the lessor.
Lease of Rural and Urban Lands
Payments of rent in advance by the sublessee shall
be deemed not to have been made, so far as the
SECTION 1 lessor's claim is concerned, unless said payments
General Provisions were effected in virtue of the custom of the place.
(1552a)
Article 1646. The persons disqualified to buy
referred to in articles 1490 and 1491, are also Article 1653. The provisions governing warranty,
disqualified to become lessees of the things contained in the Title on Sales, shall be applicable to
mentioned therein. (n) the contract of lease.
Article 1647. If a lease is to be recorded in the In the cases where the return of the price is
Registry of Property, the following persons cannot required, reduction shall be made in proportion to

the time during which the lessee enjoyed the thing. (3) To pay expenses for the deed of lease.
(1553) (1555)
Article 1658. The lessee may suspend the payment

of the rent in case the lessor fails to make the
SECTION 2 necessary repairs or to maintain the lessee in
Rights and Obligations of the Lessor and the Lessee peaceful and adequate enjoyment of the property
leased. (n)
Article 1654. The lessor is obliged:
Article 1659. If the lessor or the lessee should not
(1) To deliver the thing which is the object of comply with the obligations set forth in articles 1654
the contract in such a condition as to render and 1657, the aggrieved party may ask for the
it fit for the use intended; rescission of the contract and indemnification for
damages, or only the latter, allowing the contract to
(2) To make on the same during the lease all remain in force. (1556)
the necessary repairs in order to keep it
suitable for the use to which it has been Article 1660. If a dwelling place or any other building
devoted, unless there is a stipulation to the intended for human habitation is in such a condition
contrary; that its use brings imminent and serious danger to
life or health, the lessee may terminate the lease at
(3) To maintain the lessee in the peaceful and once by notifying the lessor, even if at the time the
adequate enjoyment of the lease for the contract was perfected the former knew of the
entire duration of the contract. (1554a) dangerous condition or waived the right to rescind
the lease on account of this condition. (n)
Article 1655. If the thing leased is totally destroyed
by a fortuitous event, the lease is extinguished. If the Article 1661. The lessor cannot alter the form of the
destruction is partial, the lessee may choose thing leased in such a way as to impair the use to
between a proportional reduction of the rent and a which the thing is devoted under the terms of the
rescission of the lease. (n) lease. (1557a)
Article 1656. The lessor of a business or industrial Article 1662. If during the lease it should become
establishment may continue engaging in the same necessary to make some urgent repairs upon the
business or industry to which the lessee devotes the thing leased, which cannot be deferred until the
thing leased, unless there is a stipulation to the termination of the lease, the lessee is obliged to
contrary. (n) tolerate the work, although it may be very annoying
to him, and although during the same, he may be
Article 1657. The lessee is obliged: deprived of a part of the premises.
(1) To pay the price of the lease according to If the repairs last more than forty days the rent shall
the terms stipulated; be reduced in proportion to the time - including the
first forty days - and the part of the property of
(2) To use the thing leased as a diligent father which the lessee has been deprived.
of a family, devoting it to the use stipulated;
and in the absence of stipulation, to that When the work is of such a nature that the portion
which may be inferred from the nature of the which the lessee and his family need for their
thing leased, according to the custom of the dwelling becomes uninhabitable, he may rescind the
place;

contract if the main purpose of the lease is to the destruction is due to earthquake, flood, storm or
provide a dwelling place for the lessee. (1558a) other natural calamity. (1563a)
Article 1663. The lessee is obliged to bring to the Article 1668. The lessee is liable for any
knowledge of the proprietor, within the shortest deterioration caused by members of his household
possible time, every usurpation or untoward act and by guests and visitors. (1564a)
which any third person may have committed or may
be openly preparing to carry out upon the thing Article 1669. If the lease was made for a
leased. determinate time, it ceases upon the day fixed,
without the need of a demand. (1565)
He is also obliged to advise the owner, with the
same urgency, of the need of all repairs included in Article 1670. If at the end of the contract the lessee
No. 2 of article 1654. should continue enjoying the thing leased for fifteen
days with the acquiescence of the lessor, and unless
In both cases the lessee shall be liable for the a notice to the contrary by either party has
damages which, through his negligence, may be previously been given, it is understood that there is
suffered by the proprietor. an implied new lease, not for the period of the
original contract, but for the time established in
If the lessor fails to make urgent repairs, the lessee, articles 1682 and 1687. The other terms of the
in order to avoid an imminent danger, may order the original contract shall be revived. (1566a)
repairs at the lessor's cost. (1559a)
Article 1671. If the lessee continues enjoying the
Article 1664. The lessor is not obliged to answer for thing after the expiration of the contract, over the
a mere act of trespass which a third person may lessor's objection, the former shall be subject to the
cause on the use of the thing leased; but the lessee responsibilities of a possessor in bad faith. (n)
shall have a direct action against the intruder.
Article 1672. In case of an implied new lease, the
There is a mere act of trespass when the third obligations contracted by a third person for the
person claims no right whatever. (1560a) security of the principal contract shall cease with
respect to the new lease. (1567)
Article 1665. The lessee shall return the thing leased,
upon the termination of the lease, as he received it, Article 1673. The lessor may judicially eject the
save what has been lost or impaired by the lapse of lessee for any of the following causes:
time, or by ordinary wear and tear, or from an
inevitable cause. (1561a) (1) When the period agreed upon, or that
which is fixed for the duration of leases
Article 1666. In the absence of a statement under articles 1682 and 1687, has expired;
concerning the condition of the thing at the time the
lease was constituted, the law presumes that the (2) Lack of payment of the price stipulated;
lessee received it in good condition, unless there is
proof to the contrary. (1562) (3) Violation of any of the conditions agreed
upon in the contract;
Article 1667. The lessee is responsible for the
deterioration or loss of the thing leased, unless he (4) When the lessee devotes the thing leased
proves that it took place without his fault. This to any use or service not stipulated which
burden of proof on the lessee does not apply when causes the deterioration thereof; or if he

does not observe the requirement in No. 2 of Article 1678. If the lessee makes, in good faith,
article 1657, as regards the use thereof. useful improvements which are suitable to the use
for which the lease is intended, without altering the
The ejectment of tenants of agricultural lands is form or substance of the property leased, the lessor
governed by special laws. (1569a) upon the termination of the lease shall pay the
lessee one-half of the value of the improvements at
Article 1674. In ejectment cases where an appeal is that time. Should the lessor refuse to reimburse said
taken the remedy granted in article 539, second amount, the lessee may remove the improvements,
paragraph, shall also apply, if the higher court is even though the principal thing may suffer damage
satisfied that the lessee's appeal is frivolous or thereby. He shall not, however, cause any more
dilatory, or that the lessor's appeal is prima facie impairment upon the property leased than is
meritorious. The period of ten days referred to in necessary.
said article shall be counted from the time the
appeal is perfected. (n) With regard to ornamental expenses, the lessee shall
not be entitled to any reimbursement, but he may
Article 1675. Except in cases stated in article 1673, remove the ornamental objects, provided no
the lessee shall have a right to make use of the damage is caused to the principal thing, and the
periods established in articles 1682 and 1687. (1570) lessor does not choose to retain them by paying
their value at the time the lease is extinguished. (n)
Article 1676. The purchaser of a piece of land which
is under a lease that is not recorded in the Registry Article 1679. If nothing has been stipulated
of Property may terminate the lease, save when concerning the place and the time for the payment
there is a stipulation to the contrary in the contract of the lease, the provisions or article 1251 shall be
of sale, or when the purchaser knows of the observed as regards the place; and with respect to
existence of the lease. the time, the custom of the place shall be followed.
(1574)
If the buyer makes use of this right, the lessee may
demand that he be allowed to gather the fruits of
the harvest which corresponds to the current
agricultural year and that the vendor indemnify him SECTION 3
for damages suffered. Special Provisions for Leases of Rural Lands
If the sale is fictitious, for the purpose of Article 1680. The lessee shall have no right to a
extinguishing the lease, the supposed vendee cannot reduction of the rent on account of the sterility of
make use of the right granted in the first paragraph the land leased, or by reason of the loss of fruits due
of this article. The sale is presumed to be fictitious if to ordinary fortuitous events; but he shall have such
at the time the supposed vendee demands the right in case of the loss of more than one-half of the
termination of the lease, the sale is not recorded in fruits through extraordinary and unforeseen
the Registry of Property. (1571a) fortuitous events, save always when there is a
specific stipulation to the contrary.
Article 1677. The purchaser in a sale with the right of
redemption cannot make use of the power to eject Extraordinary fortuitous events are understood to
the lessee until the end of the period for the be: fire, war, pestilence, unusual flood, locusts,
redemption. (1572) earthquake, or others which are uncommon, and
which the contracting parties could not have
reasonably foreseen. (1575)

Article 1681. Neither does the lessee have any right it is monthly; from week to week, if the rent is
to a reduction of the rent if the fruits are lost after weekly; and from day to day, if the rent is to be paid
they have been separated from their stalk, root or daily. However, even though a monthly rent is paid,
trunk. (1576) and no period for the lease has been set, the courts
may fix a longer term for the lease after the lessee
Article 1682. The lease of a piece of rural land, when has occupied the premises for over one year. If the
its duration has not been fixed, is understood to rent is weekly, the courts may likewise determine a
have been for all the time necessary for the longer period after the lessee has been in possession
gathering of the fruits which the whole estate leased for over six months. In case of daily rent, the courts
may yield in one year, or which it may yield once, may also fix a longer period after the lessee has
although two or more years have to elapse for the stayed in the place for over one month. (1581a)
purpose. (1577a)
Article 1688. When the lessor of a house, or part
Article 1683. The outgoing lessee shall allow the thereof, used as a dwelling for a family, or when the
incoming lessee or the lessor the use of the premises lessor of a store, or industrial establishment, also
and other means necessary for the preparatory labor leases the furniture, the lease of the latter shall be
for the following year; and, reciprocally, the deemed to be for the duration of the lease of the
incoming lessee or the lessor is under obligation to premises. (1582)
permit the outgoing lessee to do whatever may be
necessary for the gathering or harvesting and
utilization of the fruits, all in accordance with the
custom of the place. (1578a) CHAPTER 3
Work and Labor
Article 1684. Land tenancy on shares shall be
governed by special laws, the stipulations of the
parties, the provisions on partnership and by the
customs of the place. (1579a) SECTION 1
Household Service (n)
Article 1685. The tenant on shares cannot be ejected
except in cases specified by law. (n) Article 1689. Household service shall always be
reasonably compensated. Any stipulation that
household service is without compensation shall be
void. Such compensation shall be in addition to the
SECTION 4 house helper's lodging, food, and medical
Special Provisions for the Lease of Urban Lands attendance.
Article 1686. In default of a special stipulation, the Article 1690. The head of the family shall furnish,
custom of the place shall be observed with regard to free of charge, to the house helper, suitable and
the kind of repairs on urban property for which the sanitary quarters as well as adequate food and
lessor shall be liable. In case of doubt it is medical attendance.
understood that the repairs are chargeable against
him. (1580a) Article 1691. If the house helper is under the age of
eighteen years, the head of the family shall give an
Article 1687. If the period for the lease has not been opportunity to the house helper for at least
fixed, it is understood to be from year to year, if the elementary education. The cost of such education
rent agreed upon is annual; from month to month, if

shall be a part of the house helper's compensation, (1) If the compensation is paid by the day,
unless there is a stipulation to the contrary. notice may be given on any day that the
service shall end at the close of the following
Article 1692. No contract for household service shall day;
last for more than two years. However, such
contract may be renewed from year to year. (2) If the compensation is paid by the week,
notice may be given, at the latest on the first
Article 1693. The house helper's clothes shall be business day of the week, that the service
subject to stipulation. However, any contract for shall be terminated at the end of the seventh
household service shall be void if thereby the house day from the beginning of the week;
helper cannot afford to acquire suitable clothing.
(3) If the compensation is paid by the month,
Article 1694. The head of the family shall treat the notice may be given, at the latest, on the fifth
house helper in a just and humane manner. In no day of the month, that the service shall cease
case shall physical violence be used upon the house at the end of the month.
helper.
Article 1699. Upon the extinguishment of the service
Article 1695. House helpers shall not be required to relation, the house helper may demand from the
work more than ten hours a day. Every house helper head of the family a written statement on the nature
shall be allowed four days' vacation each month, and duration of the service and the efficiency and
with pay. conduct of the house helper.
Article 1696. In case of death of the house helper,

the head of the family shall bear the funeral
expenses if the house helper has no relatives in the SECTION 2
place where the head of the family lives, with Contract of Labor (n)
sufficient means therefor.
Article 1700. The relations between capital and
Article 1697. If the period for household service is labor are not merely contractual. They are so
fixed neither the head of the family nor the house impressed with public interest that labor contracts
helper may terminate the contract before the must yield to the common good. Therefore, such
expiration of the term, except for a just cause. If the contracts are subject to the special laws on labor
house helper is unjustly dismissed, he shall be paid unions, collective bargaining, strikes and lockouts,
the compensation already earned plus that for closed shop, wages, working conditions, hours of
fifteen days by way of indemnity. If the house helper labor and similar subjects.
leaves without justifiable reason, he shall forfeit any
salary due him and unpaid, for not exceeding fifteen Article 1701. Neither capital nor labor shall act
days. oppressively against the other, or impair the interest
or convenience of the public.
Article 1698. If the duration of the household service
is not determined either by stipulation or by the Article 1702. In case of doubt, all labor legislation
nature of the service, the head of the family or the and all labor contracts shall be construed in favor of
house helper may give notice to put an end to the the safety and decent living for the laborer.
service relation, according to the following rules:
Article 1703. No contract which practically amounts
to involuntary servitude, under any guise
whatsoever, shall be valid.

Article 1704. In collective bargaining, the labor union employer shall be solidarily liable for compensation.
or members of the board or committee signing the If a fellow worker's intentional or malicious act is the
contract shall be liable for non-fulfillment thereof. only cause of the death or injury, the employer shall
not be answerable, unless it should be shown that
Article 1705. The laborer's wages shall be paid in the latter did not exercise due diligence in the
legal currency. selection or supervision of the plaintiff's fellow
worker.
Article 1706. Withholding of the wages, except for a
debt due, shall not be made by the employer.
Article 1707. The laborer's wages shall be a lien on SECTION 3

the goods manufactured or the work done. Contract for a Piece of Work
Article 1708. The laborer's wages shall not be Article 1713. By the contract for a piece of work the
subject to execution or attachment, except for debts contractor binds himself to execute a piece of work
incurred for food, shelter, clothing and medical for the employer, in consideration of a certain price
attendance. or compensation. The contractor may either employ
only his labor or skill, or also furnish the material.
Article 1709. The employer shall neither seize nor (1588a)
retain any tool or other articles belonging to the
laborer. Article 1714. If the contractor agrees to produce the
work from material furnished by him, he shall deliver
Article 1710. Dismissal of laborers shall be subject to the thing produced to the employer and transfer
the supervision of the Government, under special dominion over the thing. This contract shall be
laws. governed by the following articles as well as by the
pertinent provisions on warranty of title and against
Article 1711. Owners of enterprises and other hidden defects and the payment of price in a
employers are obliged to pay compensation for the contract of sale. (n)
death of or injuries to their laborers, workmen,
mechanics or other employees, even though the Article 1715. The contract shall execute the work in
event may have been purely accidental or entirely such a manner that it has the qualities agreed upon
due to a fortuitous cause, if the death or personal and has no defects which destroy or lessen its value
injury arose out of and in the course of the or fitness for its ordinary or stipulated use. Should
employment. The employer is also liable for the work be not of such quality, the employer may
compensation if the employee contracts any illness require that the contractor remove the defect or
or disease caused by such employment or as the execute another work. If the contract fails or refuses
result of the nature of the employment. If the to comply with this obligation, the employer may
mishap was due to the employee's own notorious have the defect removed or another work executed,
negligence, or voluntary act, or drunkenness, the at the contractor's cost. (n)
employer shall not be liable for compensation. When
the employee's lack of due care contributed to his Article 1716. An agreement waiving or limiting the
death or injury, the compensation shall be equitably contractor's liability for any defect in the work is void
reduced. if the contractor acted fraudulently. (n)
Article 1712. If the death or injury is due to the Article 1717. If the contractor bound himself to
negligence of a fellow worker, the latter and the furnish the material, he shall suffer the loss if the

work should be destroyed before its delivery, save Article 1722. If the work cannot be completed on
when there has been delay in receiving it. (1589) account of a defect in the material furnished by the
employer, or because of orders from the employer,
Article 1718. The contractor who has undertaken to without any fault on the part of the contractor, the
put only his work or skill, cannot claim any latter has a right to an equitable part of the
compensation if the work should be destroyed compensation proportionally to the work done, and
before its delivery, unless there has been delay in reimbursement for proper expenses made. (n)
receiving it, or if the destruction was caused by the
poor quality of the material, provided this fact was Article 1723. The engineer or architect who drew up
communicated in due time to the owner. If the the plans and specifications for a building is liable for
material is lost through a fortuitous event, the damages if within fifteen years from the completion
contract is extinguished. (1590a) of the structure, the same should collapse by reason
of a defect in those plans and specifications, or due
Article 1719. Acceptance of the work by the to the defects in the ground. The contractor is
employer relieves the contractor of liability for any likewise responsible for the damages if the edifice
defect in the work, unless: falls, within the same period, on account of defects
in the construction or the use of materials of inferior
(1) The defect is hidden and the employer is quality furnished by him, or due to any violation of
not, by his special knowledge, expected to the terms of the contract. If the engineer or architect
recognize the same; or supervises the construction, he shall be solidarily
liable with the contractor.
(2) The employer expressly reserves his rights
against the contractor by reason of the Acceptance of the building, after completion, does
defect. (n) not imply waiver of any of the cause of action by
reason of any defect mentioned in the preceding
Article 1720. The price or compensation shall be paragraph.
paid at the time and place of delivery of the work,
unless there is a stipulation to the contrary. If the The action must be brought within ten years
work is to be delivered partially, the price or following the collapse of the building. (n)
compensation for each part having been fixed, the
sum shall be paid at the time and place of delivery, Article 1724. The contractor who undertakes to
in the absence if stipulation. (n) build a structure or any other work for a stipulated
price, in conformity with plans and specifications
Article 1721. If, in the execution of the work, an act agreed upon with the land-owner, can neither
of the employer is required, and he incurs in delay or withdraw from the contract nor demand an increase
fails to perform the act, the contractor is entitled to in the price on account of the higher cost of labor or
a reasonable compensation. materials, save when there has been a change in the
plans and specifications, provided:
The amount of the compensation is computed, on
the one hand, by the duration of the delay and the (1) Such change has been authorized by the
amount of the compensation stipulated, and on the proprietor in writing; and
other hand, by what the contractor has saved in
expenses by reason of the delay or is able to earn by (2) The additional price to be paid to the
a different employment of his time and industry. (n) contractor has been determined in writing by
both parties. (1593a)

Article 1725. The owner may withdraw at will from Article 1730. If it is agreed that the work shall be
the construction of the work, although it may have accomplished to the satisfaction of the proprietor, it
been commenced, indemnifying the contractor for is understood that in case of disagreement the
all the latter's expenses, work, and the usefulness question shall be subject to expert judgment.
which the owner may obtain therefrom, and
damages. (1594a) If the work is subject to the approval of a third
person, his decision shall be final, except in case of
Article 1726. When a piece of work has been fraud or manifest error. (1598a)
entrusted to a person by reason of his personal
qualifications, the contract is rescinded upon his Article 1731. He who has executed work upon a
death. movable has a right to retain it by way of pledge
until he is paid. (1600)
In this case the proprietor shall pay the heirs of the
contractor in proportion to the price agreed upon,
the value of the part of the work done, and of the
materials prepared, provided the latter yield him
some benefit.
The same rule shall apply if the contractor cannot

finish the work due to circumstances beyond his
control. (1595)
Article 1727. The contractor is responsible for the

work done by persons employed by him. (1596)
Article 1728. The contractor is liable for all the

claims of laborers and others employed by him, and
of third persons for death or physical injuries during
the construction. (n)
Article 1729. Those who put their labor upon or

furnish materials for a piece of work undertaken by
the contractor have an action against the owner up
to the amount owing from the latter to the
contractor at the time the claim is made. However,
the following shall not prejudice the laborers,
employees and furnishers of materials:
(1) Payments made by the owner to the

contractor before they are due;
(2) Renunciation by the contractor of any

amount due him from the owner.
This article is subject to the provisions of special

laws. (1597a)

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CIVIL LAW REVIEW the perfection of the contract of sale, in this Title

called "future goods."

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Article 1493. If at the time the contract of sale is

Article 1500. There may also be tradition

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A contract of sale of animals shall also be void if the CHAPTER 5

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In any of the foregoing cases, any money, fruits, or

Article 1604. The provisions of article 1602 shall also

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Article 1621. The owners of adjoining lands shall also

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(3) Goods are in a "deliverable state" within

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Article 1658. The lessee may suspend the payment

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Article 1696. In case of death of the house helper,

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Article 1707. The laborer's wages shall be a lien on SECTION 3

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The same rule shall apply if the contractor cannot

Article 1727. The contractor is responsible for the

Article 1728. The contractor is liable for all the

Article 1729. Those who put their labor upon or

(1) Payments made by the owner to the

(2) Renunciation by the contractor of any

This article is subject to the provisions of special

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