Sales Law topics:

1. Nature and Form

a. Definition
b. Essential Elements/Requisites
i. Consent
ii. Price
iii. Consideration
c. Characteristics
d. Contract of Sale vs. Contract to Sell
e. Absolute Sale vs. Conditional Sale
f. Formalities per Statute of Frauds as to sale of movable and immovable properties
g. Option Contract
i. Option Money vs. Earnest Money
h. Sale by Description, Sale by Sample, Sale by Description and Sample
i. Recto Law
j. Maceda Law

2. Capacities of Parties to Buy or Sell

a. Absolute Incapacity
b. Relative Incapacity

3. Effects of Loss at the Time of Sale

a. Before Perfection
b. At the time of Perfection
1) Completely Lost
2) Partially Lost

4. Rights and Obligations of the Vendor

A. Obligations of the Vendor:

a) Transfer of Ownership
b) Delivery
i. Kinds/Manner of Delivery (Actual and Legal/Constructive)
ii. Sale or Return
iii. Sale on Approval, Trial or Satisfaction
iv. Implied Reservation of Ownership by the Seller
v. Risk of Loss of Specific Goods
vi. Negotiable Document of Title
vii. Specification for delivery
viii. Quantity delivered is greater or less
ix. Delivery to Courier is delivery to buyer
x. Conditions and Warranties
1) Express Warranty
2) Implied Warranties:
i. Against Eviction
ii. Against Hidden Defects
iii. As to Fitness or Merchantability
iv. Redhibition (Animals)
v. Prescription
xi. Preservation pending delivery
xii. Sale of Real Estate
1) By unit price contract
2) By Lump Sum
xiii. Prescription to file action
 B) Rights of Vendor:

a) Rights of an Unpaid Seller

i. Possessory Lien
ii. Right of Stoppage at Transitu
iii. Right of Resale
iv. Right to Rescind

C) Rules of Preference of Ownership in Case of Double Sale

a) movable
b) immovable

5. Rights and Obligations of the Vendee

A) Rights of the Vendee

a) Right to examine the goods

B) Obligations of the Vendee

a) Acceptance
i. Justified non-acceptance
ii. Wrongful non-acceptance
b) Payment of Price
i. Liability for interest
ii. Right to suspend payment
c) Answer for Damages
d) Rescission by Vendor in case of fear of loss of immovable or price
e) Stipulation as to Automatic Rescission on Sale of Immovable or Movable

6. Actions for Breach of Contract of Sale of Goods

a) Action by the seller for payment of the price (Art. 1595)

b) Action by the seller for damages for non-acceptance of the goods (Art. 1596)
c) Action by the seller for rescission of the contract for breach thereof (Art. 1597)
d) Action by the buyer for specific performance (Art. 1598)
e) Action by the buyer for rescission or damages for breach of warranty (Art. 1599)

7. Extinguishment of Sale

a) Conventional Redemption
i. Pacto-de-retro sale
ii. Equitable Mortgage
iii. Consolidation of Ownership
iv. Redemption in Joint Sale by Co-owners/Co-heirs of undivided immovable
v. Redemption in Separate Sales by Co-owners/Co-heirs of undivided immovable
vi. Redemption against Heirs of Vendee
b) Legal Redemption
i. Legal redemption of co-owner
ii. Legal redemption of adjacent owners of rural lands
iii. Right of pre-emption and legal redemption of adjacent owners of urban lands