Abala.Dee.Sales2B.

CHAPTER1:NATUREOFSALE When all elements of Contract of Sale (consent, subject matter, price) are present, a perfectedcontractofsale arises. Stages in the life of a sale CLV SC Moreappropriatetermtousewhenan The resulting sale is VOID when essential element is not present at some of the essential requisites meetingofthemindistodeclareaNO arenotpresent CONTRACTsituation Perfection (where sale as a contract beginstoexistinthelegalworld)and consummation (a) Policitaction (negotiation orpreparationstage) (b) Perfection(conceptionor birth) (c) Consummation(death)

CHAPTER2:PARTIESOFSALE The effects of senility andseriousillnessofthe selleronthevalidityofa sale was covered in Domingo v. Court of Appeals,wherethemain issue was whether the proponents were able to establishtheexistenceof a deed of sale with the only evidence of the deed was a signature of the seller made while sickonthehospitalbed. CLV CLV posits that the essences of the Domingo ruling for declaring the sale void was that the circumstances showed that there was never any meeting of minds since there was no real consideration agreed upon, and that the deed was merely forged. It is unfortunate for Domingo to have declared the sale void ab initio on grounds that DO NOT render it so, namely: (a) Incapacity to give consent (senility, advanced age, and serious illness) which constitute only vice in consent, and would render the contract merely VOIDABLE (b) Thatpricewasneverpaidto andreceivedwhichgivesrise only to an action for rescission or specific performance (c) That the consideration was grossly and shockingly inadequate which under Art. 1470 of the Civil Code does not affect a contract of sale, except as it may indicate a defect in the consent, or that the parties really intended a donation/othercontract. SC Sale in Domingo v. CA is VOID AB INITIO. The general rule is thatapersonisnotincompetent to contract merely because of advanced years or by reason of physical infirmities. However, when such age or infirmities have impaired the mental faculties so as to prevent the person from properly, intelligently, and firmly protecting her property rights then she is undeniably incapacitated. Given these circumstances, there is in our view sufficient reason to seriously doubt that she consentedtothesaleofandthe pricefortheparcelsoftheland.

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Spouses cannot sell property to each other except (a) when a separation of property was agreed upon in the marriage settlements or (b) when there has been a judicial decree for the separation of property. (Article1490oftheCivil Code)

The key element, it seems to CLV, to the exceptions provided in 1490, lies in the PSYCHOLOGY OF THE SITUATION. Legally, there are only two ways by which a complete separation of property regime could exist between married spouses, namely,bytheexecutionofaprenup stipulating such property regime to apply,orbythespousesgoingtocourt to ask for the dissolution of the prevailing CPG or ACP. In either case, the situation bespeaks clearly of hardness of hart on the part of the spouses, showing a businesslike approach to the relationship, rather than of two lovers falling headover heelsforoneanother.</3 In a situation where spouses who beforeorattimethesaytheirIdos would be so coldhearted and unromantic to pause and stipulate complete separation of property, or who during marriage would be cold blooded as to agree and seek court separationofproperties,indicatesthat it would be unlikely that one would allow the other spouse to influence him or her or would allow his or her properties to be involved in a suit covering the creditors of the other spouse.

The rationale for the relative incapacity of spouses to sell properties to one another to be asfollows: (a) To prevent a spouse defraudinghiscreditors by transferring his properties to the other spouse (b) To avoid a situation where the dominant spouse would unduly take advantage of the weakerspouse,thereby effectively defrauding thelatterand (c) To avoid an indirect violation of the prohibition against donations between spouses under Article 133 of the Civil Code (declaring void every donation between spouses during marriage.AsperArt87 of the Family Code, such also applies to those living together as husband and wife withoutvalidmarriage)

CHAPTER3:SUBJECTMATTER Sellersobligationto transferownership requiredattimeof delivery(Noolv.CA) CLV ProblemwiththedoctrineinNoolis thatinordertoholdthesalevoidby holdingthatthesellerswerenotthe owners of the subject matter, it equated the primary obligation to transfer ownership and deliver possession as service and thus constitutes them as personal obligations to do. Nool would still have achieved the same end by sticking to the doctrine that in spite of the fact that sellers were not owners of the subject matter, the sale was at perfection still valid and remained valid even when the seller could no longer comply with their obligations to transfer ownership. Theresultwouldbesellerswouldbe SC In Nool v. CA, held that sale by one who is not the owner of the subject matter is void and, consequently, the right to repurchase attached to the sale wouldalsobevoid.(Importantto declare the sale void in order to declare the attached right to repurchase also void since it is inequitable to exercise the right torepurchasewhentheyhadnot compiledwiththeirobligationto transfer ownership over the subjectmatterofthesaleandthe buyer was the one who eventuallyboughttheproperty)

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liableforbreachofcontractofavalid contract of sale, but since the obligations couldnt be performed, only remedy left was to rescind the sale,withdamages.Rescissionofthe sale brings with it the rescission of ancillary features, such as right to repurchase. OR SC couldve recognized that redemption rights are species of extinguishment of a valid sale, and essentially only after full consummation of the obligation of the seller to deliver the subject matter of sale; that redemption rights do not arise, even when stipulatedatperfection,unlessthere has been delivery of the subject mattertothebuyer. CHAPTER4:PRICEANDOTHERCONSIDERATION CLV SC Nonpaymentofpriceina Merebreachofcontractthatallows Resolutory condition contractofsale seller, at his option, either to seek extinguishestransactions specific performance or for rescission CHAPTER5:FORMATIONOFSALE CLV Advertisements are Even when advertisement contains merely invitations to a certain offer, it remains legally a makeanoffer. mere invitation so long as it is addressedtothepublicatlargeand theexceptioncomesinwheneverit expressly provides that the first absolute acceptance shall be bindingorwhenitisaddressedtoa particularoffense Acceptance subject to When a sale is made subject to a SuspensiveCondition suspensive condition, there is alreadyacontractuponthemeeting of the minds. But because the condition has not happened, the contract itself and its underlying obligationsarenotyetdemandable. In case of nonhappening of condition, then the contract is extinguished. SC Unlessitappearsotherwise Such advertisements would constitute offers, if the advertisement specifies a definite subjectmatter,thepriceandterms ofpayment. No perfected sale even if theres meetingofminds. which