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Law On Sales Notes Chapter 1
Law On Sales Notes Chapter 1
Chapter 1
Sales
Contract wherby one of the parties (seller) obligates himself to transfer the ownership, and
to deliver the possession, of a determinate thing; and the other party (buyer) obligates
himself to pay therefor a price certain in money or its equivalent.
Consent – Meeting of the minds to transfer ownership in exchange for the price
Subject Matter – “thing” being sold
Price – certain in money or its equivalent
Article 1465. Things subject to a resolutory condition may be the object of the contract of sale.
Resolutory condition
an uncertain event upon the happening of which the obligation (or right) subject to it is
extinguished.
Sale vs Donation
Schools of Thought
In Sale, Title to the goods is transferred to the buyer upon delivery; In Agency, Title is
retained by the owner despite delivery
In sale, buyer is required to pay the price; in Agency, the agent is required to turn over
to the principal the price of the goods which he received from the buyer.
In sale, the recipient may do with the property as he pleases; in agency, the principal
retains control over the property
In contract to sell, title is passed to buyer after full payment of the price
In contract to sell, the risk of loss is on the seller
Art. 1469
There is no sale if price is not certain or ascertainable in money (currency) or its
equivalent
If no specific amount has been agreed upon, the price is still considered certain:
o if it be certain with reference to another thing certain
o if the determination of the price is left to the judgment of a specified person or
persons;
o in the cases provided for under Art. 1472, Civil Code
Sale By Auction
If thing lost before perfection – seller bears the loss (res perit domino)
If thing lost at the time of perfection – contract void; no object
If thing lost after perfection but before delivery – buyer bears the loss
If thing lost after delivery – buyer bears the loss
the risk shall not be imputed to the vendee until they have been weighed, counted, or
measured and delivered, unless the latter has incurred in delay. Par. 3 is an exception to the
rule that vendee bears the risk of loss after perfection but before delivery.
Art 1482
Earnest money
money given by the buyer to the seller to bind the bargain. It is a partial payment and is
considered proof of the perfection of the contract.
Chapter 2
Art. 1489
All persons, whether natural or juridical, who can bind themselves by contract have also legal
capacity to buy and sell, EXCEPT If the law otherwise states that a party is incapacitated.
Kinds of Incapacity:
Tradition
is a derivative mode of acquiring ownership by virtue which one who has the right and intention
to alienate a corporeal thing, transmits it by virtue of a just title to one who accepts them.
Importance: To enable the vendee to enjoy and make use of the property purchased.
Actual Delivery
There is an actual delivery when the thing sold Is placed in the control and possession of the
vendee
Actual or manual delivery of an article sold is not always essential to passing of title thereto.
Delivery is generally evidenced by a written acknowledgement of the buyer.
Symbolic Tradition
to effect delivery, the parties make use of a token symbol to represent the thing delivered.
Public Instrument
It is one which is acknowledged before a notary public or any authorized to administer oath, by
the person who executed the same
Rule: The execution of such applies to, movable as well as immovable property.
Exception: If it appears from the document or it can be inferred therefrom that it was not the
intention of the parties to make delivery, no tradition can be deemed to have taken place.
Traditio Longa Manu – takes place by mere consent or agreement of the contracting parties as
when the vendor merely points to the thing sold which shall be at the control and disposal of
the vendee.
Traditio Brevi Manu – happens when the vendee has already the possession of the thing sold by
virtue of another title as when the lessor sells the thing leases to the lessee.
Traditio constitutum possessorium – takes place when the vendor continues in possession of the
property sold not as owner but in some other capacity.
Quasi-traditio – when delivery is in case of incorporeal things.
o By execution of public instrument
o If no delivery, by placing of the titles of ownership in the possession of the vendee
o Allowing the vendee to use his rights as new owner w/ consent of vendor.
Sale or return Sale on trial or approval
The property is sold but the buyer has the A contract in the nature of an option to
option to return the same to the seller instead purchase, if the goods prove satisfactory, the
of paying the price. approval of the buyer being a condition
precedent.
Subject to resolutory condition Subject to suspensive conditions
Depends entirely on the will of the buyer Depends on the character or quality of the
goods
Ownership of goods passes to the buyer on Ownership remains on the seller until the buyer
delivery and subsequent return reverts signifies his approval or acceptance to the seller
ownership to seller
Risk of loss or injury rest upon the buyer Risk still remains with the seller
Delivery of specific goods
Delivery, be it only constructive, passes title in the thing sold.
Delivery to a carrier is deemed to be a delivery to the buyer.
Exception
If the contrary intention appears by the terms of the contract
In the cases provided in the 2nd and 3rd paragraph of article 1523
In cases provided in the 2nd, 3rd and last paragraph of article 1503.
Where seller’s title only for purpose of security
Form of bill of lading not conclusive
Where ownership would have passes but for the form of the bill of lading
Where goods are shipped and bill of lading is deliverable, but possession of the bill of lading is
retained by seller/agent, the possession of goods remains on the seller.
The effect of such is controlling, as it does the possession of the goods and the latter cannot
obtain the goods without the bill.
Where bill of lading is sent w/ draft
Delivery conditional
Duty of buyer if draft not honored
Right innocent third person
Risk of loss
Res perit domino – if the thing is lost by fortuitous event, the risk is borne by the owner of the thing at
the time of the loss.
Exception:
Where seller reserves the ownership of the goods to secure the performance of the buyer of his
obligations, buyer assumes the risk of loss.
Where actual delivery has been delayed through the fault of either, risk is at the party at fault.
Sale by person not the owner
Where the owner of goods is, by his conduct, precluded from denying the seller’s authority to
sell
Where the law enables the apparent owner to dispose of the goods as if he were the true owner
Where the sale is sanctioned by statutory or judicial authority
Where the sale is made at merchant’s stores, fairs or markets
Where the seller has a voidable title which has not been avoided at the time of the sale
Where seller subsequently acquires title.
In sale by one having voidable title, buyer can acquire such if:
Before the title of the seller has been avoided
In good faith for value
Without notice of the seller’s defect of title.
Document of title – Includes any bill of lading, dock warrant, “quedan”, or warehouse receipt or any
other document used in the ordinary course of business as proof of the possession or control of the
goods.
Nature and Function
Refers to goods and not to money. They are receipts of bailee, or orders upon bailee
Evidence of transfer of title and possession of goods and contract between the parties
Form of Document of Title
Bill of Lading – Receipt for the transport of goods.
Dock Warrant – Instrument given by dock owners to an importer of goods warehoused.
Warehouse Receipt – receipt for goods deposited w/ a warehouseman.
Classes
Negotiable documents of titles
Non-negotiable document of titles
Negotiation of negotiable document
If the goods are deliverable to the bearer
When it is endorsed in blank or to the bearer.
Who may negotiate?
By the owner
By the person whom the possession or custody is entrusted by the owner
Person being negotiated acquires:
Title of the person negotiating the document over the goods covered
Title of the person to whose order were to be delivered over such goods
Direct obligation of the bailee to hold possession of the goods
Rights of person document been transferred
Right to notify the bailee of the transfer
Right to acquire the obligation of the bailee to hold the goods for him
When attachment of levy available
While in the possession of the bailee, it cannot be attached or levied, unless
Exceptions:
o the document be first surrendered
o its negotiation is prohibited by court
The bailee cannot be compelled to deliver the possession of goods until the document is
surrendered to him or impounded by the court.
Remedy: Aid from courts of appropriate jurisdiction by adjunction (restraining order)
Place of delivery
Where there is agreement, express or implied, the place of delivery is that agreed upon
If no agreement, determined by usage of trade
If no agreement and prevalent usage, the seller’s place of business
In any other case, the seller’s residence
In case of specific goods, which knowledge of both is to some other place, that is the place.
Time of delivery
No time fixed, seller is bound to send the goods to buyer within a reasonable time
Provides time, time is essence and correct performance was offered
If contract does not specify and delivery is made within reasonable time, time is not of the
essence.
Delivery of seller
When he delivers quantity of goods less than contracted, the buyer may reject. But when he
accepts with knowledge of seller not going to perform in full, he must pay for them at the
contracted rate.
When he delivers quantity of goods larger than contracted, the buyer may accept the goods and
rejects the rest. If he accepts the whole, he must pay for them at the contracted rate.
When he delivers goods mixed with goods of a different description, the buyer may accept and
reject the rest.
If the subject matter is indivisible, the buyer may reject the whole
Seller’s duty after delivery to carrier
To enter on behalf of buyer into such contract reasonable under the circumstances
To hive notice to buyer regarding necessity to insure goods.
Unpaid seller – one who has not been paid or tendered the whole price
Deemed to be unpaid seller
When whole price has not been paid or tendered
has received a bill of exchange or other negotiable instrument as conditional payment and the
condition on which it was received has been broken by reason of the dishonor of the
instrument.
Section 3
Options of a party to a contract of sale subject to a condition not fulfilled by the other party
Refuse to proceed with the contract OR
Waive performance of the condition and proceed with the contract
if the condition agreed upon is in the nature of a promise
Then the non-fulfillment of such condition is considered a breach of warranty.
Warranty
It is a collateral undertaking in a sale of either real or personal property, express or implied, that
if the property sold does not possess certain incidents or qualities, the purchaser may either
consider the sale void or claim damages for breach of warranty.
Express Warranty—any affirmation of fact or any promise by the seller relating to the thing if the
natural tendency of such affirmation or promise is to induce the buyer to purchase the same and if
the buyer purchases the thing relying thereon.
Implied Warranty—It is inherent in a contract of sale and presumed to exist although nothing has
been mentioned about it.
Warranty Against Eviction—The seller guarantees that he has the right to sell the thing sold and to
transfer ownership to the buyer who shall not be disturbed in his legal and peaceful possession thereof.
Eviction—A judicial process by virtue of which the vendee is deprived of the ownership of the whole
or part of the thing he purchased by final judgment or by an act imputable to the vendor
Essential elements of the warranty against eviction:
The vendee is deprived in whole or in part of the thing purchased;
He is so deprived by virtue of a final judgment;
The judgment is based on a right prior to the sale or an act imputable to the vendor;
The vendor was summoned in the suit for eviction at the instance of the vendee;
There is no waiver on the part of the vendee.
o Failure of the vendee to appeal does not relieve vendor from responsibility
If Property is sold for non-payment of taxes due and not made known to the vendee before the
sale, vendor is liable for eviction
Judgment debtor is responsible for eviction in judicial sales unless otherwise decreed in
judgment
Any stipulation exempting vendor from responsibility for eviction is void if he acted in bad faith
Kinds of Waiver in Eviction
1. Consciente—the waiver is voluntarily made by the vendee w/o the knowledge and assumption
of the risks of eviction. (Vendor shall only be liable to pay the value w/c the thing sold had at the time of
the eviction)
2. Intencionada—the waiver is made by the vendee w/ knowledge of the risk of eviction and
assumption of its consequences. (Vendor here shall not be liable)
What Seller Must Give in Case of Eviction
V — value
I — income (or fruits)
C — costs
E — expenses
D — damages
Rules in Case of Partial Eviction
Remedy here is either:
o rescission, or
o enforcement of warranty - If the circumstances set forth in paragraph 1 are not present
Loss of Thing Sold w/ Hidden defects through fortuitous event or vendee’s fault
Cause of the loss
a fortuitous event;
or thru the fault of the buyer.
General rule: When there is a redhibitory defect of one or some of them but not in all, the
redhibition will not affect the others without it.
Exception: when it can be shown that the vendee would not have purchased the sound ones
without those which are defective.
defect in the article sold against which defect the seller is bound to warrant
not even expert knowledge is sufficient to discover it
Accion redhibitoria
Accion quanti minoris
Art. 1581