OBLIGATIONS OF THE VENDEE

Articles 1582-1593
 Art. 1582
 The delivery of the thing and the payment of the price are
SIMULTANEOUS acts.
 EXCEPTION: If the parties agreed otherwise, the rule of simultaneity is
dispensed with such as in sale by instalments.
 PRIMARY OBLIGATIONS OF THE VENDEE:
a.) to accept delivery of the thing; and
b.) to pay the purchase price simultaneously upon the delivery of the thing
unless a period of tern has been agreed upon. (Art. 1524)
 Payment shall be made at the stipulated time and place of delivery.
 Otherwise, payment is demandable at any time after delivery, and it is the
corresponding duty of the buyer to pay the price immediately upon
demand. (Ocejo, Perez and Co. vs. International Bank, 37 Phil 631)
 Art. 1582
 If deviations were made in the manner of delivery, which were
acquiesced to by the purchaser, the latter is bound by the result of the
deviations such as delay attendant thereto. He cannot avoid payment.
 If the vendee refuses to accept delivery when tendered in conformity
with the contract without lawful excuse, vendor may elect to ENFORCE
COMPLIANCE or RESCIND THE CONTRACT (Matute vs. Cheong Boo, 37
Phil 372) Vendee’s failure to pay the price after delivery does not, in
law cause the ownership to revert in the seller until and unless the
bilateral contract is first rescinded pursuant to Art. 1191 (Chua Hoi
Kapunan, Jr. 104 Phil 110)
 Art. 1583
 Applies to purchase of goods which may be delivered separately and not
to indivisible things.
 GENERAL RULE- full or total delivery. Buyer is not bound to accept
delivery by instalments, except stipulated.
 If the vendor cannot perform his obligation in full, the vendee is under no
obligation to accept partial delivery. He may refuse the same and pursue a
case for rescission for breach of contract. EXCEPT terms of the contract is
clear that one time delivery is not contemplated
 PARTIAL RESCISSION is ALLOWED if some of what has been delivered to
the vendee had been found to be defective, but may accept those
which he received with satisfaction (tan Guat vs Pamintuan, CA 37 Off.
Gaz. 2494)
 Art. 1583
 REJECTION OF THE WHOLE DELIVERY IS JUSTIFIED if the fault on the
part of the vendor or vendee, as the case may be is not substantial, the
other party cannot withdraw from the contract.
 The breach must be material to warrant refusal of the other party
to proceed with the sale.
 When the breach is severable, the injured party can seek damages
or compensation but not to rescind the whole contract (Herx vs
Carison 210 App. Div. 417 N.Y.S. 179
 Acceptance of partial delivery constitutes a waiver of the vendee’s
right to reject partial delivery. If he accepted the goods despite delay,
he cannot later on seek damages for the delay. He is ESTOPPED.
 Art. 1584
 BUYERS RIGHT TO EXAMINE GOODS
a) Delivery without previous examination by the buyer- the latter is not
deemed to have accepted the same, unless he has had a reasonable
opportunity of examining them for the purpose of finding out whether they
conform with the specifications agreed upon in the contract.
b.) Tender of delivery by the seller- he should give the buyer, if so
requested by the latter, the opportunity of examining the goods to
determine whether they conform with the contract. The right to examine
may, however, be waived by the buyer.
 Right to examine goods must be exercised within a reasonable time.
Otherwise, his belated rejection of the goods will not be allowed. Delay
for two months is not reasonable. (Grageda vs. IAC, 155 SCRA 95)
 Art. 1584

 Right to Examine Goods NOT ALLOWED under the following cases:

1.) If there is an express stipulation that buyer shall not examine the
goods (par.1)
2.) When the goods are delivered “collect on delivery” the buyer
cannot examine the goods unless he pays first the price. Exception: He
need not pay first the price is there is a contrary agreement by the
parties, or he examination is permitted by the usage of trade (par.2) at
the place of delivery.
 Art. 1585
 SIGNS OF EVIDENCE OF ACCEPTANCE BY THE BUYER OF THE GOODS
DELIVERED TO HIM
1.) When he communicates with the seller expressly manifesting his
acceptance thereof;
2.) When he performs an act in relation to the goods inconsistent with the
ownership of the seller. e.g. continuous possession of the goods and use of the
goods, reselling the goods to others, mortgaging or offering them for sale
3.) when after the lapse of reasonable time following the delivery, he retains
the goods without complaining to the seller or without intimating that he has
rejected them.
 What is reasonable will depend upon the circumstances. It is a question
of fact to be determined by the court.
 Art. 1586
 Absence of agreement to the contrary, the mere acceptance of the
goods by the buyer does not necessarily discharge the seller from
liability for the breach of promise or warranty.
 However, notification within a reasonable time of the breach of
promise or warranty is required. Otherwise, it will exonerate the
seller from liability.
 If there are defects in the goods delivered, and of which the seller
has been duly notified of, the buyer may set up the breach of the
promise or warranty as a set-off or counterclaim against the price
being charged by the seller. (William vs. Perota, 95 Conn. 529)
 Art. 1587
 CONSEQUENCES if in the absence of any contrary agreement, the buyer
refuses to accept the goods with lawful justification:
1.) The buyer has no duty to return the goods tot the seller, but he must
notify the seller of his refusal to accept the goods; OR
2.) Buyer may voluntarily constitute himself as depositary of the goods,
but he will be liable for damages if he does not fulfil the duties of a
depositary as required by law (See Arts. 1972-1991)
FIRST OPTION SECOND OPTION
more practical and convenient may impose greater burdens upon the
buyer.
Risk of loss is on the seller Risk of loss is on the buyer
. Having been told about the non-acceptance of the goods For choosing to assume the role of a
by the buyer, the seller has the duty to immediately take depositary, he shall be liable for the
back the goods. The goods are now placed at his disposal loss of the goods.
 Art. 1588
 Unjustified refusal , title or ownership to the goods passes to the buyer
from the time the goods were placed at his disposal. Consequently, the
risk of the loss is borne by him.
 EXCEPTION:
a.) if there is contrary agreement; or
b.) the seller reserves the ownership as security for the payment of the
price. (see Art. 1503 and 1523)

.
 Art. 1589
 Where the delivery and acceptance were not simultaneous, the vendee is
liable to pay interest to the vendor in the following situations:
1.) if the parties so stipulated;
2.) if the things sold and delivered produces fruits or income;
3.) if the vendee is in default, from the time demand is made upon him either
judicially or extrajudicially.
• Interest shall be the legal rate of interest (6%) if none had been fixed (Art.
2209) based on the amount of the purchase price and only for the period
between the date of delivery and the date of payment.
Art. 1589 (par. 2 and 3) Art. 1956

Interest is demandable even if there is no No interest shall be due unless it has been
agreement in writing expressly stipulated in writing
. Apply to sale of things or goods Should be interpreted to Apply to loans of
money and not in sale of things or goods
 Art. 1590
 In case there was no payment of the price yet, or if there was, it is not
full payment, the vendee may suspend the payment of the price or the
remaining balance, if:
a) He is disturbed in the possession or ownership of the thing bought;
b) He has a well-grounded fear that his possession or ownership would be
disturbed by a vindicatory action or foreclosure of mortgage
COVERAGE: ownership of the thing sold had already been transferred to the
vendee, or it speaks of disturbance of ownership
 Above two grounds exclusive? NO. Other causes of retaining the price will
include non-compliance by the vendor of certain conditions imposed upon in the
contract of sale, warranty of eviction and similar others.
 Action reinvindicatoria or foreclosure of mortgage had already been filed- NOT
required.
 Enough that the fear of these actions be well-grounded or with sufficient basis
 Art. 1590
 Length of suspension of payment: while the danger or disturbance lasts. In its
cessation, the vendee must already pay.
 Mere act of trespass committed by a third person on the property subject of the
sale will not justify suspension of payment just like an act of trespass in a leased
property where the lessor is not liable. However, suspension of payment is
authorized when there is trespass in law
 Suspension of payment NOT ALLOWED when:
1.) The vendor has given security for the return of the price in a proper case
(Adelfa Properties, Inc. vs CA, 240 SCRA 5650);
2.) The parties have stipulated that despite the presence of disturbance, the
vendee will pay the price;
3.) When the vendor has succeeded in eliminating the danger of disturbance
(Bareng vs CA, 107Phil 641)
 Consignation of the price in court is NOT necessary
 Art. 1591
Art. 1590 Art. 1591
Refers to the fear of disturbance on the Refers to vendor’s fear of loss of
possession or ownership of the vendee immovable property he sold and its
giving him the right to suspend payment price
 If vendor has reasonable grounds to fear the loss of immoveable property, he may
IMMEDIATELY file a suit for rescission of the sale.
 RATIONALE: For the vendee to rescind his contract of consummated sale with the vendor
so as to recover the price he had paid, because of the adverse claim of a third person
over the property sold.
“to see to it that the vendor be not made the possible victim of machinations
between vendee and the third person for it is all too easy for a third person to file a case,
or cases against the vendee and if because of that, the vendor would have to be compelled
to rescind and return what he had received as payment or part payment, there would be no
assurance that the third person might merely have connived with the vendee in order to file
such action or actions ”
 Art. 1592
 Applies to conditional sale of real property where title passes to the vendee
upon the delivery of the thing sold which is actually effected through the
execution of a public document.
 Applies even if there is no stipulation for automatic rescission
 General rule under Art. 1191:
“the power to rescind obligations is implied in reciprocal ones, in case one of the obligors
should not comply with what is incumbent upon him.
The injured party may choose between rescission of the obligation, with the payment of
damages in either case. He may also seek rescission, even after he has chosen fulfilment, if
the latter should become impossible.
The court shall decree the rescission claimed, unless there is just cause authorizing the fixing
of a period. xxx
This is understood to be without prejudice to the rights of third persons who have acquired the
thing in accordance with articles 1385 and 1388 and the Mortgage Law.”
 Art. 1592
 Right to rescind is NOT ABSOLUTE. Under Art. 1191 par. 3, the Court
has the discretion to fix the period when there is just cause. Under
Art. 1592, as an exception, the Court is not allowed to grant a new
period. The vendee had already enjoyed the advantage of being
allowed to pay the price even after the expiration of the time
within which to pay so long as no demand for rescission had been
sent to him.
 In J.N. Tuazon & Co. Inc. vs. Javier, 31 SCRA 829, “in the interest of
justice and equity, the court may grant the vendee a new term
where he has substantially performed in good faith.”
 WAIVER of right my either be expressly or impliedly
 Art. 1592
 WRITTEN NOTICE sent to the defaulting buyer informing him of the vendor’s
decision to rescind is NECESSARY (Visra vs CA, 164 SCRA 339; Del Siska
Development Corp. vs. Office of the President of the Phils. 231 SCRA 674)
 NOTICE, if through a letter MUST BE NOTARIZED; and RECEIVED by the
vendee. The offer to pay prior to the demand for rescission is sufficient to
defeat the seller’s right to rescind under Art. 1592
 NO AUTOMATIC RESCISSION. NOTICE REQUIRED. It is undoubtedly necessary
that the vendor definitely choose in the manner not subject to doubt, the
remedy he intends or desires to invoke, and that he should duly notify the
vendee of his determination by authentic means (Art. 1504 Civil Code)
 A seller CANNOT unilaterally and extrajudicially rescind a contract of sale
when there is no express stipulation authorizing him to extrajudically rescind.
 Art. 1592
 Clause providing for forfeiture of payments already made is valid. It is in the
nature of a penal clause which may be legally established by the parties. It
has the double purpose of ensuring compliance with the contract and of
otherwise measuring beforehand the damages that may result from non-
compliance.
 MACEDA Law applies only to perfected contract to sell and not to a contract
with no binding and enforceable effect
 Two-step process in cancellation of contract under RA 6552 (Maceda Law)
1.) The seller should extend the buyer a grace period of at least 60 days from
the due date of instalment, and
2. at the end of the grace period, the seller shall furnish the buyer with a
notice of cancellation or demand for rescission through a notarial act, effective
30 days from the buyer’s receipt thereof. (Fabrigas vs. San Francisco Del Monye,
Inc., 476 SCRA 247)
 Art. 1592
 Under RA 6552:
 AUTOMATIC CANCELLATION clause contrary to RA 6552 is VOID
 RA 6552 or the Realty Installment Buyer Protection Act – enacted
mainly to protect buyers of real estate on instalment payments
against onerous and oppressive conditions (Olympia Housing, Inc. vs
Panasiatic Travel Corporation), 395 SCRA 298)
 Actual cancellation takes place after 30 days from receipt by the
buyer of the demand for rescission of the contract by notarial
actand upon full payment of the cash surrender value to the buyer.
(Villadar, Jr. vs Zabala, 545 SCRA 235)
 Art. 1593
 Sale of Movable Property (not yet delivered)- AUTOMATIC RESCISSION is
ALLOWED:
1.) if the vendee, upon expiration of the period fixed for the delivery of he
thing purchased, refused to receive it without justifiable cause, or
2.) if he failed to pay the price unless granted a longer period within which
to pay.
 Judicial or notarial act not required prior to rescission because Personal
things do not generally keep a stable price in the market. Any delay in
their disposal may therefor prejudice the vendor
 For practical reasons, it is always advisable that the vendor notifies the
vendee of the former’s intention to rescind to fortify the position of the
vendor.