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Article 1458
Article 1458
Article 1458
Art. 1468. If the consideration of the contract consists partly in money, and Art. 1474. Where the price cannot be determined in accordance with the
partly in another thing, the transaction shall be characterized by the preceding articles, or in any other manner, the contract is inefficacious.
manifest intention of the parties. If such intention does not clearly appear, it However, if the thing or any part thereof has been delivered to and
shall be considered a barter if the value of the thing given as a part of the appropriated by the buyer he must pay a reasonable price therefor. What is
consideration exceeds the amount of the money or its equivalent; a reasonable price is a question of fact dependent on the circumstances of
otherwise, it is a sale. (1446a) each particular case. (n)
Art. 1469. In order that the price may be considered certain, it shall be Art. 1475. The contract of sale is perfected at the moment there is a
sufficient that it be so with reference to another thing certain, or that the meeting of minds upon the thing which is the object of the contract and
determination thereof be left to the judgment of a special person or upon the price.
persons.
From that moment, the parties may reciprocally demand performance,
Should such person or persons be unable or unwilling to fix it, the contract subject to the provisions of the law governing the form of contracts. (1450a)
shall be inefficacious, unless the parties subsequently agree upon the price.
Art. 1476. In the case of a sale by auction:
If the third person or persons acted in bad faith or by mistake, the courts
may fix the price. (1) Where goods are put up for sale by auction in lots, each lot is the subject
of a separate contract of sale.
Where such third person or persons are prevented from fixing the price or
terms by fault of the seller or the buyer, the party not in fault may have such (2) A sale by auction is perfected when the auctioneer announces its
remedies against the party in fault as are allowed the seller or the buyer, as perfection by the fall of the hammer, or in other customary manner. Until
the case may be. (1447a) such announcement is made, any bidder may retract his bid; and the
auctioneer may withdraw the goods from the sale unless the auction has
Art. 1470. Gross inadequacy of price does not affect a contract of sale, been announced to be without reserve.
except as it may indicate a defect in the consent, or that the parties really
intended a donation or some other act or contract. (n) (3) A right to bid may be reserved expressly by or on behalf of the seller,
unless otherwise provided by law or by stipulation.
Art. 1471. If the price is simulated, the sale is void, but the act may be
shown to have been in reality a donation, or some other act or contract. (n) (4) Where notice has not been given that a sale by auction is subject to a
right to bid on behalf of the seller, it shall not be lawful for the seller to bid
Art. 1472. The price of securities, grain, liquids, and other things shall also himself or to employ or induce any person to bid at such sale on his behalf
be considered certain, when the price fixed is that which the thing sold or for the auctioneer, to employ or induce any person to bid at such sale on
would have on a definite day, or in a particular exchange or market, or when behalf of the seller or knowingly to take any bid from the seller or any
an amount is fixed above or below the price on such day, or in such person employed by him. Any sale contravening this rule may be treated as
exchange or market, provided said amount be certain. (1448) fraudulent by the buyer. (n)
Art. 1473. The fixing of the price can never be left to the discretion of one of Art. 1477. The ownership of the thing sold shall be transferred to the
the contracting parties. However, if the price fixed by one of the parties is vendee upon the actual or constructive delivery thereof. (n)
word of mouth, or partly in writing and partly by word of mouth, or may be
Art. 1478. The parties may stipulate that ownership in the thing shall not inferred from the conduct of the parties. (n)
pass to the purchaser until he has fully paid the price. (n)
Art. 1484. In a contract of sale of personal property the price of which is
Art. 1479. A promise to buy and sell a determinate thing for a price certain payable in installments, the vendor may exercise any of the following
is reciprocally demandable. remedies:
An accepted unilateral promise to buy or to sell a determinate thing for a (1) Exact fulfillment of the obligation, should the vendee fail to pay;
price certain is binding upon the promissor if the promise is supported by a
consideration distinct from the price. (1451a) (2) Cancel the sale, should the vendee's failure to pay cover two or more
installments;
Art. 1480. Any injury to or benefit from the thing sold, after the contract has
been perfected, from the moment of the perfection of the contract to the (3) Foreclose the chattel mortgage on the thing sold, if one has been
time of delivery, shall be governed by Articles 1163 to 1165, and 1262. constituted, should the vendee's failure to pay cover two or more
installments. In this case, he shall have no further action against the
This rule shall apply to the sale of fungible things, made independently and purchaser to recover any unpaid balance of the price. Any agreement to the
for a single price, or without consideration of their weight, number, or contrary shall be void. (1454-A-a)
measure.
Art. 1485. The preceding article shall be applied to contracts purporting to
Should fungible things be sold for a price fixed according to weight, number, be leases of personal property with option to buy, when the lessor has
or measure, the risk shall not be imputed to the vendee until they have deprived the lessee of the possession or enjoyment of the thing. (1454-A-a)
been weighed, counted, or measured and delivered, unless the latter has
incurred in delay. (1452a) Art. 1486. In the case referred to in two preceding articles, a stipulation that
the installments or rents paid shall not be returned to the vendee or lessee
Art. 1481. In the contract of sale of goods by description or by sample, the shall be valid insofar as the same may not be unconscionable under the
contract may be rescinded if the bulk of the goods delivered do not circumstances. (n)
correspond with the description or the sample, and if the contract be by
sample as well as description, it is not sufficient that the bulk of goods Art. 1487. The expenses for the execution and registration of the sale shall
correspond with the sample if they do not also correspond with the be borne by the vendor, unless there is a stipulation to the contrary. (1455a)
description.
Art. 1488. The expropriation of property for public use is governed by
The buyer shall have a reasonable opportunity of comparing the bulk with special laws. (1456)
the description or the sample. (n)
Art. 1489. All persons who are authorized in this Code to obligate
Art. 1482. Whenever earnest money is given in a contract of sale, it shall be themselves, may enter into a contract of sale, saving the
considered as part of the price and as proof of the perfection of the modifications contained in the following articles.
contract. (1454a)
Where necessaries are those sold and delivered to a minor or other person
Art. 1483. Subject to the provisions of the Statute of Frauds and of any without capacity to act, he must pay a reasonable price therefor.
other applicable statute, a contract of sale may be made in writing, or by Necessaries are those referred to in Article 290. (Civil Code)
themselves from the fulfillment of the obligations contracted by them, or to
have them annulled (Mercado and Mercado vs. Espiritu, 37 Phil. 265).
Who may enter into a contract of sale?
As a general rule, all persons, whether natural or juridical, who can bind B. Relative Incapacity – where it exists only with reference to certain
themselves, have the legal capacity to buy and sell. persons or class of property (Art. 1490-1491). The prohibition extends to
sales by virtue of legal redemption, compromises, and renunciations.
Husband and wife to each other – except when a separation of property was
Who are incapacitated to enter into a contract of sale? agreed upon in the marriage settlements, or when there has been a judicial
separation of property;
A. Absolute Incapacity – pertains to persons who cannot bind themselves Guardian – as to the property of his ward;
Minor Agents – as to the property whose administration or sale has been
Insane or demented persons entrusted to them, unless consent of the principal is given;
Deaf-mutes who do not know how to read and write Executors or administrators – as to the state under their administration;
Public officers and employees – as to the property of the State or any
Contracts entered into by a minor and other incapacitated persons are not subdivision thereof, or of the government-owned or controlled
void but merely voidable, subject to annulment or ratification (Art. 1390 & corporations, the administration of which is entrusted to them;
1393, CC). However, the action for annulment cannot be instituted by the Judges and government experts who take part in the sale of the property
person who is capable since he is disqualified from alleging the incapacity of and rights under litigation;
the person with whom he contracts. (Art. 1397, CC) Aliens who are disqualified to purchase private agricultural lands under Art.
XII, Secs. 3 and 7 of the Constitution;
● A minor or other incapacitated person is without legal capacity to give Unpaid seller having a right of lien or having estopped the goods in transitu;
consent to a contract of sale, and since consent is an essential requisite of and,
every contract, the absence thereof cannot give rise to a valid sale. Officer holding the execution or his deputy.
Art. 1489 of the Civil Code, however, provides that "where necessaries are
sold and delivered to a minor or other person without capacity to act
(without the intervention of the parent or guardian), he must pay a
reasonable price therefor." The resulting contract of sale therefore is valid
and not merely voidable.
● The sale of real estate, made by minors who pretend to be of legal age,
when in fact they are not, is valid, and they will not be permitted to excuse