A contract of sale in consensual in nature; hence, in order for it to be perfected, there

must be consent and in order for consent to be present, there must be the meeting of offer and the
acceptance upon the thing and the cause which are to constitute the agreement. The equation then
is: OFFER + ACCEPTANCE = PERFECTION OF THE CONTRACT OF SALE. Since there
are two parties involved in a contract of sale, the offer is manifested as part of the obligations of
the vendor while acceptance is manifested as part of the obligations of the vendee. There can be
no contract of sale if either of these parties defaults in their corresponding obligations and the
transfer of ownership of the thing will not take place if the vendee does not manifest acceptance
either. This is because by definition, acceptance is the assent to become owner of the specific
goods when delivery of them is offered to the buyer as used in Article 1584. (3 Williston, op.
cit., p. 31.) Therefore, the underlying question now is: what are the means by which the vendee
manifests acceptance?
Acceptance by the vendee can be manifested expressly or impliedly. Express acceptance
is a mode of acceptance that takes place when the vendee, after delivery of the goods, intimates
to the vendor, verbally or in writing, that he has accepted them. For example: Kyle and Cris
entered into a contract of sale of 5 bottles of wine on December 28, 2019. The contract was
perfected, and they agreed to deliver the bottles of wine on January 1, 2020 on the same day Cris
is bound to accept them. On January 1, Cris received the bottles of wine and communicates his
acceptance to Kyle through an e-mail stating that he already received them. Other types of
communication that fall under this mode of acceptance are by telegram, letter of post, signing on
memorandum of acceptance, SMS or anything that involves writing. Acceptance made orally is
also a form of express acceptance and this can be done through phone calls, voice messages or
even the typical face-to-face scenarios like meetups where the buyer verbally says “thank you”
upon personally receiving the item/s. All of the aforementioned examples are forms of express
acceptance because acceptance is demonstrated explicitly and directly.
However, in some cases the terms are not explicitly expressed, yet the actions of the
parties indicate they nevertheless had an understanding perhaps based on prior dealings with
each other. In such a case, the mode of acceptance present here is implied acceptance. Implied
acceptance can be manifested from the conduct of the buyer under two cases: first, there is
implied acceptance when the buyer, after delivery of goods, does any act inconsistent with the
seller’s ownership such as by consuming, re-selling or altering them.
Second, when the buyer, after the lapse of a reasonable time, retains the goods without
intimating to the seller that he has rejected them. By definition, reasonable time is the time
needed to do what a contract requires to be done based on subjective circumstances. Goods
cannot be rejected unless they are still to be returned. However where goods are delivered which
the buyer has not yet examined, he is not deemed to have accepted them (expressly or impliedly)
until he has had a reasonable opportunity of examining them to see whether they conform with
the contract or, in the case of sale by sample, conform with the sample. Therefore, if a buyer
resells goods which were pre-packed so that he could not examine them (for example, in cans),
and then is told by the one whom he resells them with that they are defective, then he can still
reject against the original seller, provided that only a reasonable time has elapsed. Moreover, a
buyer is not deemed to have accepted goods merely because he asks for or agrees to their repair
by the seller or under an arrangement with him. In this case, ownership doesn’t transfer to the
buyer yet. This circumstance is also in line with Article 1586 which states the general rule that:
“Acceptance of the goods by the buyer shall not discharge the seller from the liability in damages
or other legal remedy for breach of any promise or warranty in the contract of sale.”
Likewise, the retention of the goods is a strong evidence that the buyer has accepted
ownership of the goods. Mere keeping or usage or possession of the goods without conveying
acceptance through written or verbal means may indicate an implied acceptance. For example, if
Dani delivers to Romina a red-colored silk dress which is the object of the contract of sale they
entered into and upon receiving the dress, Romina immediately wears it and posts a photo of her
wearing it in her Facebook account and Dani sees it without Romina properly communicating
her acceptance to Dani, then Romina implies that she accepts the dress and already owns it.
Lastly, being able to determine the different modes of manifesting acceptance also
constitutes the ability to distinguish acceptance from delivery. To simply understand these two,
take acceptance as an obligation on the part of the vendee while delivery is an obligation of the
part of the vendor.
To recap, there are two modes of manifesting acceptance by the vendee in a contract of
sale which are express and implied acceptance, the former being demonstrated explicitly through
writing or verbal means while the latter being demonstrated indirectly through actions or conduct
of the vendee.

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