Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business
CHAPTER I
ART.1458: By the contract of sale one of the
contracting parties obligates himself to
transfer the ownership of and to deliver a
determinate thing, and the other to pay
therefore a price certain in money or its
equivalent.
A contract of sale may be absolute or
conditional.
[The very essence of a contract of sale is the
transfer of ownership which is the main obligation
of the vendor or seller in exchange for an agreed
price at an agreed period of time that is put upon
the shoulder of the vendee or buyer.]
[CHARACTERISTICS OF CONTRACT OF SALE]
1. Consensual
[meeting of minds]
2. Bilateral
[bilateral obligations may be reciprocal
and non-reciprocal; for the contract of
sale both are obligated in a reciprocal
manner]
[Reciprocal Obligations are those
obligations whose fulfillment of the
obligation of one another
conditioned to the fulfilment of the
other; in simple words, dependent sa
fulfillment ng obligation ng isa’t isa
kung kailan magiging obligado ang isa
to fulfill his part, hindi magkakaroon ng
obligation si Party A hangga’t hindi
nafufulfill ni Party B ang obligation
niya. Simultaneous siya kumbaga.]
[let’s say, nadeliver na ni vendor ang
product kay vendee, vendee has now
the obligation to pay the price
promised. Pero hangga’t walang
delivery or transfer of ownership, hindi
obligated si vendee to pay.]
3. Onerous
4. Commutative
[means that the value of the thing sold
is equivalent to the price paid, and vice
versa.]
[exception to this are the aleatory
contracts which are contracts wherein
the parties bind themselves that in
exchange of a price, the other shall or
give something upon the happening of
a very uncertain event; this contract
depends on chance.]
[because in commutative contracts,
the values to be exchanged are known
to both parties, hence the obligation is
certain and predetermined to occur at
a certain period of time.]
5. Nominate
6. Principal
[a stand-alone contract.]
ESSENTIAL REQUISITES:
1. Consent of meeting of minds
[To transfer the ownership or to deliver
a determinate thing]
[To pay the promised amount at an
agreed time.]
2. Object or subject matter
[the determinate thing]
[it has to be a determinate thing kasi
is
dapat talaga na pareho ng nasa isip or
interests ang dalawang parties for
them to have a meeting of minds, if
they differ then, there’s no sale.]
3. Cause or consideration
[the price in money or its equivalent]
NATURAL ELEMENTS
[these are elements that are inherent in a
contract; kumabaga, they are part of a
contract generally unless there’s a
contradicting stipulation.]
[ex: warranty]
ACCIDENTAL ELEMENTS
[may only be present depending on the
stipulation of the parties; ito naman ay
talagang wala sa contract at all.]
[ex: interest, penalty, time or place of
payment.]
Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business
KINDS OF CONTRACT OF SALE:
a. Absolute – no condition
b. Conditional – has condition
ART.1459: The thing must be licit and the
vendor must have a right to transfer the
ownership thereof at the time it is delivered.
[when we say licit, it means conforming to the
requirements of the law or not prohibited by the
law, morals, good customs, public order, and
public policy.]
FOR A CONTRACT OF SALE TO BE VALID,
THE FOLLOWING REQUISITES OF THE
SUBJECT MATTER MUST BE MET:
a. Must be a determinate thing
b. Must be licit
c. Must not be impossible
d. Must be within the commerce of men.
[intransmissible rights may be a subject matter in
a contract of sale but services cannot.]
[an illicit thing can either be an illicit per se (illicit
in nature) or an illicit per accidens (illicit by
accident because of provisions of law declaring
them illegal)]
RIGHTS OF A VENDOR TO TRANSFER
OWNERSHIP:
[generally, since the well-known principle of the
law is that nobody can dispose of something
which he does not have, or in simply, a buyer
cannot sell or transfer an ownership of a subject
matter kung hindi naman niya hawak or kung
wala sa kaniya ang ownership nito]
[the exception occurs kapag the ownership exists
at the time of delivery pa; it would be
contradicting daw kasi sa provisions ng Art.1459
which states “right to transfer the ownership
thereof at the time it is delivered” meaning,
hindi required na at the perfection of the contract
ay may right na ang vendor to transfer the
ownership, it’s still acceptable if he will acquire
the right at the time of the delivery or at a future
date between the perfection date and the delivery
date.]
[also, as per Art,1461 future goods may also be a
subject matter in a contract of sale, therefore a
property under adjudication of court is valid.]
ART.1460: A thing is determinate when it is
particularly designated or physically
segregated from all others of the same class.
The requisite that a thing be
determinate is satisfied if at the time the
contract is entered into, the thing is capable
of being made determinate without the
necessity of a new or further agreement
between the parties.
[basically, since it’s a requisite for a contract of
sales to be valid that the subject matter must be
determinate, the Par.2 of this article states that if
the subject matter is still determinable or pwede
pa siyang gawing mas determinate through
another agreement between the parties then,
hindi siya considered as a determinate thing.]
ART.1461: Things having a potential existence
may be the object of the contract of sale.
The efficacy of the sale of a mere hope
or expectancy is deemed subject to the
condition that the thing will come into
existence.
The sale of a vain hope or expectancy
is void.
[if the subject matter in a sale is expected to exist
pa, the efficacy of sale depends on the condition
that the thing should actually come to existence. If
not, then there will be no contract.]
[on the other hand naman, if the subject matter is
solely the hope or expectancy then, regardless
kung hindi materialize or mag-exists ang
expected thing in the future, valid ang sale.]
[lastly, sales based solely on vain hope or falsified
expectancy are void.]
Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business
ART.1462: The goods which form the subject
of a contract of sale may be either existing
goods owned or possessed by the seller or
goods to be manufactured, raised, or acquired
by the seller after the perfection of the
contract of sale, in this Title called “future
goods.”
There may be a contract of sale of
goods, whose acquisition by the seller
depends upon a contingency which may or
may not happen.
[these are executory contracts]
ART.1463: The sole owner of a thing may sell
an undivided interest therein.
[BY THE SOLE OWNER]
- The owner kasi can either sell the entire
thing or only a portion of it, pero kapag
sinabing sale of an undivided interest ibig
sabihin, for example, a sale of a portion of
a land, pero the land will not be divided
physically for both parties, therefore
magiging co-owners na sila.
- This happens without identifying or
specifically designating the portion sold.
[BY CO-OWNER]
- Co-owner can sell only up to his/her
portion even without the consent of other
co-owners.
ART.1464: In the case of fungible goods, there
may be a sale of an undivided share of a
specific mass, though the seller purports to
sell and the buyer to buy a definite number,
weight, or measure of the goods in the mass,
and though the number, weight or measure of
the goods in the mass is undetermined. By
such a sale the buyer becomes owner in
common of such a share of the mass as the
number, weight, or measure bought bears to
the number, weight, or measure of the mass. If
the mass contains less than the number,
weight, or measure bought, the buyer
becomes the owner of the whole mass and
the seller is bound to make good the
deficiency from goods of the same kind and
quality, unless a contrary intent appears.
[FUNGIBLE]
- Goods of which any unit is, from its nature
or by mercantile usage, treated as the
equivalent of any other unit.
- Generic talaga siya na perishable by
nature; in order for it to be considered as a
determinate thing kailangan ay specified
ang measurement niya.
- Ex: grain, oil, wine, gasoline
[if the quantity of the mass is more than the
quantity sold then, co-owners sila.]
[if the amount of the fungible thing was lower than
the amount promise then, the seller is bound to
make “good the deficiency” or punan ‘yung kulang
and the buyer, becomes the soler owner.]
ART.1465: Things subject to a resolutory
condition may be the object of the contract of
sale.
[once the resolutory condition happened, the
ownership cannot be transfer to the buyer
anymore; pero, hangga’t the condition ay hindi pa
nangyayari then, may ownership pa rin si buyer
sa object matter.]
[also, if habang hindi pa nangyayari ang
resolutory condition tapos buyer sold the object
matter to a third person, ang magiging parties
involved na sa contract with the original seller ay
si third party.]
ART.1466: In construing a contract containing
provisions characteristic of both the contract
of sale and of the contract of agency to sell,
the essential clauses of the whole instrument
shall be considered.
[basically, in a contract of agency to sell may
agent na nagbebenta on behalf of the original
owner while in a contract of sale, direct
transaction nangyayari.]
Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business
ART.1467: A contract for the delivery at a
certain price of an article which the vendor in
the ordinary course of his business
manufactures or procures for the general
market, whether the same is on hand at the
time or not, is a contract of sale, but if the
goods are to be manufactured specially for
the customer and upon his special order, and
not for the general market, it is a contract for
a piece of work.
[basically, if the object of the contract is to be
manufactured palang and it’s for the general
market which means na ‘yung bibilhin mo ay
product nila na by batch nila gawin then, contract
of sale ang fall niya.]
[pero, if the object matter is to be manufactured
specially for the buyer then, contract for a piece of
work ang bagsak niya.]
ART.1468: If the consideration of the contract
consists partly in money, and partly in
another thing, the transaction shall be
characterized by the manifest intention of the
parties. If such intention does not clearly
appear, it shall be considered a barter if the
value of the thing given as a part of the
consideration exceeds the amount of the
money or its equivalent; otherwise, it is a sale.
[in a contract of sale kasi, generally should
always be in money while in a contract of barter
or exchange may palitan lang of goods ang
nangyayari.]
[the exception occurs when the consideration in
exchange of the object matter was partly in
money and partly in another thing; the type of
contract depends on the manifested or expressly
stated intention of the parties.]
[however, if there’s no stated intention then, the
type of contract depends on the value of the thing
and the amount of money or consideration:]
- if the value of the thing exceeds the
amount of money or its equivalent then it’s
a barter.
- If the value of the thing is greater than the
amount of money or its equivalent then,
it’s a contract of sale.
ART.1469: In order that the price may be
considered certain, it shall be sufficient that it
be so with reference to another thing certain,
or that the determination thereof be left to the
judgement of a specified person or persons.
Should such person or persons be
unable or unwilling to fix it, the contract shall
be inefficacious, unless the parties
subsequently agree upon the price.
If the third person or persons acted in
bad faith or by mistake, the courts may fix the
price.
[REQUISITES FOR A PRICE TO BE VALID:]
1. Should be certain
2. If not certain, should be certain with
reference to another thing certain
3. Determination of the price is left to the
judgement of a specified person or
persons.
[PRICED FIXED BY A THIRD PERSON:]
a. If the third person acted in bad faith or
mistake that the price fixed was of
something different from the real subject
matter then, the court enters the frame
and fixes the price instead.
b. If the third person refused to fixed the
price then, the general rule is that the
contract shall become ineffective unless
the parties subsequently agreed upon the
price.
c. If the third person cannot fix the price
because of the fault of one of the parties
then, the party not in fault may obtain
compensation instead unless he chooses
fulfillment instead then, the court fixes the
price.
ART.1470: Gross inadequacy of price 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 or some
other act or contract.
Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business
[generally, a very low price does not affect the
validity of a contract of sale unless there has
been some other intention such as donation
disguised as sale, fraudulent act, vitiating
consent, etc. then, the contract is defective.]
ART.1483: Subject to the provisions of the
Statute of Frauds and of any other applicable
statute, a contract of sale may be made in
writing, or by word of mouth, or may be
inferred from the conduct of the parties.
[generally, the contract does not need to be in
writing unless the contract falls under the statute
of fraud.]
ART.1484: In a contract of sale of personal
property, the price of which is payable in
installments, the vendor may exercise any of
the following remedies:
1. Exact fulfillment of the obligation,
should the vendee fail to pay.
2. Cancel the sale, should the vendee’s
failure to pay cover 2 or more
installments;
3. Foreclose the chattel mortgage on the
thing sold, if one has been constituted,
should the vendee’s failure to pay
cover 2 or more installments. In this
case, he shall have no further action
against the purchaser to recover any
unpaid balance of the price. Any
agreement to the contrary shall be
void.
[these are the remedies of a vendor in sale of
personal property payable in installments.]
ART.1485: The preceding article shall be
applied to contracts purporting to be leases of
personal property with option to buy, when
the lessor has deprived the lessee of the
possession or enjoyment of the thing.
[leases of personal property with option to buy are
contract of sale of personal property in
installments as well.]
ART.1486: In the cases referred to in two
preceding articles, a stipulation that the
installments or rents paid shall not be
returned to the vendee or lessee shall be valid
insofar as the same may not be
unconscionable under the circumstances.
[if there is a cancellation or rescission, generally
the rule is mutual restitution or balikan ng mga
binigay ang parties involved; however, this article
provides that in a contract of sale, it’s now valid
long as there has been a stipulation that the
amounts partially paid before the cancellation
occurs do not need to be returned.]
ART.1487: The expenses for the execution and
registration of the sale shall be borne by the
vendor, unless there is a stipulation to the
contrary.
[all expenses for the execution up to the
registration of the sale shall be shouldered by the
seller.]
[all subsequent expenses to be incurred once the
ownership has been transferred shall be
shouldered by the buyer.]
------------------------------------------------------------------
REPUBLIC ACT NO. 6552: Realty Installment
Buyer Protection Act (MACEDA LAW)
Imposed to protect real property owners from
inequitable conditions imposed on sale
transactions involving real estate purchase
financed through installment basis.
RIGHTS OF THE BUYER:
1. Grace period to pay installment in case of
default.
a. If the buyer managed to pay 2
years worth of installment before
defaulting:
i. 1 month grace period for every 1
year of installments paid;
ii. Pay the balance without any
additional interests within the
grace period (@i) given;
iii. If the contract is cancelled, the
buyer shall have the right to
claim the refund of the cash
Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business

surrender value of the payments

on the property equivalent to
50% of the total payments made,
and after 5 years of installments,
he shall also receive additional
5% yearly but not to exceed 90%
of the total payments made.

[cancellation will formally take

place 30 days after the receipt of
the buyer of the cancellation
notice or demand for rescission.]

b. If less than 2 years of the

installment had been paid at the
time of the default:
i. not less than 60 days from the
date the installment becomes
due.
ii. If the buyer still fails to pay the
installment due even after the
grace period provided, the seller
may cancel the sale 30 days
after the receipt of the buyer of
the notice of cancellation or
demand for rescission by notarial
act.

2. The buyer has the following rights within

the given grace period before the
cancellation of the contract:
a. To sell his rights to another by
notarial act;
b. To assign his rights to another by
notarial act;
c. To reinstate the contract by
updating the account.

3. To pay in advance the installment of fully

pay the remaining balance.

4. To ask for the annotation of the full

payment of the purchase price in the
certificate of title covering the property.

------------------------------------------------------------------

ART.1488: The expropriation of property for

public use is governed by special laws.

[the power to execute eminent domain.]

Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business

2. Agents
3. Executors and Administrators
4. Public Officers and Employees
5. Judicial Officers and Employees and
Lawyers
6. Aliens who are disqualified to purchase
private agricultural lands
a. Unpaid seller, having a right of lien
CHAPTER II: or having stopped the goods in
CAPACITY TO BUY AND SELL transit, who is prohibited from
buying the goods either directly or
ART.1489: All persons who are authorized in indirectly in the resale of the same
this Code to obligate themselves, may enter at a public or private sale which he
into a contract of sale, saving the may make.
modifications contained in the following
articles. b. The officer conducting an
execution sale of property to
Where necessaries are sold and enforce a court judgment rendered
delivered to a minor or other person without against the owner thereof cannot
the capacity to act, he must pay a reasonable become a purchaser or be
price therefor. Necessaries are those referred interested in directly or indirectly in
to in Article 290. any purchase at such sale.

[KINDS OF CAPACITY] EFFECTS OF SALE:

[for 1 to 3, contract is voidable for only private
A. Absolute Capacity – these are persons interests are affected]
who are incapacitated to bind themselves
in any contract. [for 4 to 6, contract is void for public interests are
involved.]
B. Relative Capacity – these apply to
persons naman who cannot buy a certain ART.1492: The prohibitions in the two
property. preceding articles are applicable to sales in
legal redemption, comprises, and
[sale of real property by minors who have renunciations.
reached their majority is now valid.]
LEGAL REDEMPTION:
ART.1490: The husband and the wife cannot [right of a debtor whose property has been
sell property to each other except: foreclosed and sold to reclaim that property if they
were able to pay the debt.]
1. When a separation of property was
agreed upon in the marriage COMPRISES:
settlements; or, [reaching a settlement]
2. When there has been a judicial
separation of property under Article RENUNCIATION:
191. [condonation or creditor gratuitously abandoning
his rights against the debtor.]
ART.1491:
[this article just provided people who cannot
purchase properties due to their incapacity in
relation to property.]

1. Guardians
Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business

2. As valid in all of the existing goods or

in so much thereof as have not
deteriorated, and as binding the buyer
to pay the agreed price for the goods in
which the ownership will pass, if the
sale was divisible.

[this article gives remedies or options the buyer

when the thing agreed to be delivered has been
damaged fully or partially.]
CHAPTER III: 1. Withdrawal from the obligation.
EFFECTS OF THE CONTRACT WHEN THE 2. Pay only the remaining price equivalent of
THING SOLD HAS BEEN LOST the remaining undamaged part.

ART.1493: If at the time the contract of sale is

perfected, the thing which is the object of the
contract has been entirely lost, the contract
shall be without any effect.

But if the thing should have been lost

in part only, the vendee may choose between
withdrawing from the contract and demanding
the remaining part, paying its price in
proportion to the total sum agreed upon.

EFFECT OF LOST OF THING AT THE TIME OF

SALE:

[timeframe: before or at the time the contract was

perfected]

1. Entire thing is lost

[contract is inexistent and void]

2. Partially lost
[the buyer can either withdraw from the
contract or ask for fulfillment of the
remaining part through payment of its
equivalent portion.]

[a thing is already considered lost when it only

perishes.]

ART.1494: Where the parties purport a sale of

specific goods, and the goods without the
knowledge of the seller have perished in part
or have wholly or in a material part so
deteriorated in quality as to be substantially
changed in character, the buyer may at his
option treat the sale:

1. As avoided; or,
Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business
CHAPTER IV:
OBLIGATIONS OF THE VENDOR
SECTION I: 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 A VENDOR:
1. Transfer the ownership of the determinate
thing sold;
2. To deliver the thing;
3. To warrant against eviction and hidden
defects;
4. To take care of the thing, while pending
delivery, with the proper diligence of a
good father of a family; and,
5. To pay for the expenses for the execution
and registration of the deed of sale.
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.
TRANSFER OF OWNERSHIP EFFECTED BY
DELIVERY:
1. Ways of effecting delivery
a. By actual or real delivery
b. Constructive or legal delivery
Requisites:
(1) The seller must have control
over the thing; otherwise how
can he put another in control?
(2) The buyer must be put under
control.
(3) There must be the intention to
deliver for purposes of
ownership
[a seller cannot deliver constructively if
he cannot deliver actually even if he
wants to.]
c. By delivery in any other manner
2. Intention to deliver essential
3. Delivery to proper person
SECTION II: 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.
TRADITION
[the acquiring ownership by transfer of title from
the sale of a property by someone who has the
right to alienate it.]
[there has to be an intention to deliver and
intention to transfer ownership or else there is no
tradition.]
[this article provides that only after the delivery of
the thing sold that the ownership transfers to the
vendee, and that marks the consummation or end
of the contract.]
HOW DO WE KNOW IF THE THING HAS
ALREADY BEEN DELIVERED?
1. There is actual or physical delivery when
the thing sold is placed in the control and
possession of the buyer.
2. Delivery does not always have to be
manual, the parties may stipulate certain
conditions to be met first before the
delivery shall be done.
3. There is a delivery is there’s a proof which
is through a written acknowledgement
such as delivery receipts.
Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business
WAYS OF EFFECTING CONSTRUCTIVE
DELIVERY:
1. Equivalent to actual delivery
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.
By Execution of a Public Instrument
[in law PUBLIC INSTRUMENTS are those formal
legal documents that have been prepared and
executed in accordance with specific legal
requirements and are intended to have legal
effect or have to be binding. These documents
are acknowledged by notary public or officials that
are authorized to administer such documents.]
[ang main point ng public instruments dito sa
contract of sale is to legally prove that the seller
acted on his free will to enter such transaction,
and the respective official will also attest to that
fact.]
By Symbolical Tradition or Traditio Symbolica
[in a Symbolic Tradition, meaning to say ay hindi
actual goods ang naideliver sa buyer to say na
may delivery talaga; take a look at the Par.2 of
this article which states that the delivery of a
movable property is equivalent to the keys of a
warehouse kung saan nakastore ‘yung goods.]
[however, take note that since symbolic lang ito,
this delivery does not mark the consummation of
the contract, magstop lang ang contract once na
matake out of the warehouse or storage room
ang object of the contract.]
ART.1499: The delivery of the movable
property may likewise be made by the mere
consent or agreement of the contracting
parties, if the thing sold cannot be transferred
to the possession of the vendee at the time of
the sale, or if the latter already had it in his
possession for any other reason.
By Traditio Longa Manu
[this tradition talks about the transfer of ownership
by mere consent or agreement of contracting
parties ONLY IF the thing agreed upon cannot be
transferred to the possession of the vendee at the
time of the sale.]
[may deed of sale na kapag tinuro palang ang
movable property.]
By Traditio Brevi Manu
[in this tradition naman, there’s no transfer of
ownership to be done na since the property is
already in the possession of the vendee under a
different legal relationship or transaction such as
lease option.]
By Traditio Constitutum Possessorium
ART.1500: There may also be tradition
constitutum possessorium.
[ang nangyayari dito ay the vendor retains
possession of the property sold; kumbaga, the
legal ownership is nakay buyer na talaga, but the
physical possession of the property is nakay
vendor pa.]
By Quasi-Traditio
ART.1501: With respect to incorporeal
property, the provisions of the first paragraph
of article 1498 shall govern. In any other case
wherein said provisions are not applicable,
the placing of the titles of ownership in the
possession of the vendee or the use by the
vendee of his rights, with the vendor’s
consent, shall be understood as delivery.
[based on my understanding, this talks about the
delivery of intangible properties which is
Burgos, Maryden
BSACC 2-1 | BLAW 23A Regulatory Framework and Legal Issues in Business

equivalent to delivery or transfer of rights;

therefore, since physical delivery is not possible,
the mode of delivery can be through the following:

a. Execution of public instrument.

b. Placing of titles of ownership to the
vendee.
c. By allowing the vendee to use his rights as
new owner with the consent of the vendor.

[kumbaga, parang walang choice si vendor but to

waived his rights to the property and transfer it to
the vendee.]

2. Contrary may be stipulated.

ART.1502: When goods are delivered to the

buyer “on sale or return” to give the buyer an
option to return the goods instead of paying
the price, the ownership passes to the buyer
on delivery, but he may revest the ownership
in the seller by returning or tendering the
goods within the time fixed in the contract, or
if no time has been fixed, within a reasonable
time.

When goods are delivered to the buyer

on approval or on trial or on satisfaction, or
other similar terms, the ownership therein
passes to the buyer.

1. When he signifies his approval or

acceptance to the seller or does
any other act adopting the
transaction.
2. If he does not signify his approval
or acceptance to the seller, but
retains the goods without giving
notice of rejection, then if a time
has been fixed for the return of the
goods, on the expiration of such
time and if no time has been fixed,
on the expiration of a reasonable
time. What is reasonable is a
question of a fact.

[SALE OR RETURN vs SALE ON

TRIAL/APPROVAL]