CHAPTER 4: OBLIGATIONS OF THE VENDOR

SEC 1: GENERAL PROVISIONS

ART. 1495. The vendor is bound to transfer the ownership of and deliver,
as well as warrant the thing which is the object of the sale.

Principal obligations of the vendor

The principal obligations of a vendor are:
(1) to transfer the ownership of the determinate thing sold;
(2) to deliver the thing, with its accessions and accessories, if any, in the
condition in which they were upon the perfection of the contract (Art. 1537.);
(3) to warrant against eviction and against hidden defects (Arts. 1495, 1547.);
(4) to take care of the thing, pending delivery, with proper diligence (see Art.
1163.); and
(5) to pay for the expenses of the deed of sale, unless there is
a stipulation to the contrary. (Art. 1487.)

Obligation to transfer ownership and deliver

 Ownership by vendor at time of perfection of contract not essential.
“A right to transfer the ownership thereof at the time it is delivered.”
When a property belonging to a person is unlawfully taken by another,
the former has the right of action against the latter for the recovery of the
property. Such right may be transferred by the sale or assignment of the property
and the transferee can maintain such action against the wrongdoer.
 Transfer not essential to perfection of contract.
The transfer of ownership and the delivery of the thing sold are not
essential to the perfection of the contract. But if the seller does not deliver at the
time stipulated, the buyer may ask for the rescission of the contract or fulfillment
with the right to damages in either case. (Art. 1191.)
 No obligation to make delivery during period of redemption.
The debtor is not obliged to make delivery during the period of
redemption. In all cases of extra-judicial foreclosure sale, the mortgagor may
redeem the real property sold within one year from the date of registration of the
sale. (see Act No. 3155, Sec. 6.) In judicial foreclosure of real estate mortgage, the
general rule is
that the mortgagor cannot exercise his right of redemption after the sale is
confirmed by the court.
 Right of vendee to transfer of certificate of title
In a sale of registered land, the vendee has a right to receive and the
vendor the corresponding obligation to transfer to him, not only the possession
and employment of the land but also the certificate of title.
 Right of buyer to recover the price paid
The purchaser is entitled to recover the money paid by him where the
contract is set aside by reason of the mutual material mistake of the parties as to
the identity or quantity of the land sold. And where the purchaser recovers the
purchase price from a vendor who fails or refuses to deliver the title, he is entitled,
as a general rule, to interest on the money paid from the time of payment.
ART. 1496. The ownership of the thing sold is acquired by the vendee from the
moment it is delivered to him in any of the ways specified in articles 1497 to
1501, or in any other manner signifying an agreement that the possession is
transferred from the vendor to the vendee.
Ways of effecting delivery
(1) by actual or real delivery
(2) by constructive or legal delivery ; or
(3) by delivery in any other manner signifying an agreement
that the possession is transferred to the vendee.

 In all the different modes of delivery, the critical factor which gives legal effect to the
act is the actual intention of the vendor to deliver, and its acceptance by the vendee.
The act, without the intention, is insufficient. There is no tradition.
 Although transfer of ownership is the primary purpose of sale, delivery remains an
indispensable requisite as our law does not admit the doctrine of transfer of
ownership of property by mere consent.
 The delivery must be made to the vendee or his authorized representative. Where the
vendee did not name any person to whom the delivery shall be made in his behalf,
the vendor is bound to deliver exclusively to him.

Ways of effecting constructive delivery.

(1) Equivalent to actual delivery. — Constructive delivery is a general term
comprehending all those acts which, although not conferring physical possession of
the thing, have been held by construction of law equivalent to acts of real delivery.
 by the execution of a public instrument
 by symbolical tradition or traditio symbolica
(a) by traditio longa manu
(b) by traditio brevi manu
(c) by traditio constitutum possessorium
(d) (d) by quasi-delivery or quasi-traditio.
As a specie of constructive delivery, the execution of a public document is also
considered a form of symbolic delivery.
(2) Contrary may be stipulated. — The parties, however, may stipulate that ownership
in the thing shall pass to the purchaser only after he has fully paid the price (Art. 1478.)
or fulfilled certain conditions. In a contract of absolute sale, ownership is transferred
simultaneously with the delivery of the thing sold.

SECTION 2. — Delivery of the Thing Sold

ART. 1497. The thing sold shall be understood as delivered, when it is placed in
the control and possession of the vendee.

Concept of tradition or delivery.

Tradition is a derivative mode of acquiring ownership by virtue of which one who
has the right and intention to alienate a corporeal thing (has physical
existence), transmits it by virtue of a just title to one who accepts the same.
Importance of tradition.
(1) Transfer of ownership. — Article 1496 emphasizes the necessity of tradition for the
transfer of ownership of the thing sold. Our law does not admit the doctrine of transfer of
property by mere consent.
 (a) The ownership over it is not transferred by contract merely but by delivery,
actual or constructive. The critical factor in all the different modes of effecting delivery
which gives legal effect to the act, is the actual intention of the creditor to deliver, and its
acceptance by the vendee.
(b) Contracts only constitute titles or rights to the transfer or acquisition of
ownership, while delivery or tradition is the method of accomplishing the same, the title
and the method of acquiring it being different in our law. But, there is no delivery as to
transfer ownership where the vendee takes possession of the personal property subject
matter of the contract of sale by stealing the same while in the custody of the vendor or
his agent.
(c) It is during the delivery that the law requires the seller to have the right to
transfer ownership of the thing sold. In general, a perfected contract of sale cannot be
challenged on the ground of the seller’s non-ownership of the thing sold at the time of the
perfection of the contract.

(2) Liability in case of loss. — When the thing subject of the sale is placed in the control
and possession of the vendee or his agent, the delivery is complete and the vendee cannot
avoid liability in case the thing is subsequently lost without the fault of the vendor.

(3) Right of vendor to claim payment. — Delivery produces its natural effects in law, the
principal and most important of which being the transfer of ownership without prejudice
to the right of the vendor to claim payment of the price. Where the buyer has not become
the owner for lack of delivery, his action is not accion reinvidicatoria (action for
reconveyance) but one against the vendor for specific performance or rescission, with
damages in either case.

(4) Consummation of contract. — Delivery of the thing together with the payment of the
price, marks the consummation of the contract of sale.

Actual delivery of the thing sold.

(1) When deemed made. — There is actual delivery when the thing sold is placed in the
control and possession of the vendee or his agent. This involves the physical delivery of
the thing and is usually done by the passing of a movable thing from hand to hand.
(2) Not always essential to passing of title. — Actual or manual delivery of an article
sold is not always essential to the passing of title thereto. (Art. 1475.) The parties to the
contract may agree when and on what conditions the ownership in the subject of the
contract shall pass to the buyer. As for example, the parties may stipulate that
ownership in the thing sold shall pass to the vendee only after he has fully paid the price.

ART. 1498. When the sale is made through a public instrument, the execution
thereof shall be equivalent to the delivery of the thing which is the object of the
contract, if from the deed the contrary does not appear or cannot clearly be
inferred. With regard to movable property, its delivery may also be made by the
delivery of the keys of the place or depository where it is stored or kept.

Execution of a public instrument or document.

(1) Possession transferred to buyer by notarized deed of conveyance.

— The execution of a public instrument (i.e., an instrument or document attested and
certified by a public officer authorized to administer oath, such as a notary public) as a
manner of delivery applies to movable as well as immovable property since the law does
not make any distinction and it can be clearly inferred by the use of the word “also” in
paragraph 2 of Article 1498. This manner of delivery is symbolic. The buyer may use the
document as proof of his ownership of the property sold.
(3) Delivery presumptive only. — Under Article 1498, the mere execution of the deed of
sale in a public document is equivalent to the delivery of the property “if from the deed
the contrary does not appear or cannot clearly be inferred.” Therefore, prior physical
delivery or possession is not required. Article 1498, however, lays down the general rule.
It confines itself to providing that “the execution thereof shall be equivalent” to delivery,
which means that there is only a presumptive (not conclusive) delivery which can be
rebutted by evidence to the contrary. Such presumption is destroyed when the delivery is
not effected because of a legal impediment. Nowhere in the Civil Code is it provided that
the execution of a deed of sale is a conclusive presumption of delivery of the object of the
sale.

(a) 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.
Such would be the case, for instance, where a certain date is fixed when the purchaser
should take possession of the thing, or where the vendor reserves the right to use and
enjoy the property until a certain period, or where it is stipulated that until payment of
the last installment is made, the title to the property should not be deemed to have been
transmitted, or where the vendor has no control over the thing sold at the moment of the
sale, and, therefore, its material delivery could not have been made.

(b) Presumptive delivery by execution of public instrument can also be negated by failure
of the vendee to take material possession of the land subject of the sale in the concept of
purchaser-owner. The continued possession by the vendor of the property sold may make
dubious (doubting) the contract of sale between the parties.