LAW ON SALES

CIVIL CODE OF THE PHILIPPINES

INTRODUCTION

• CONTRACT OF SALE- 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 the price certain in money or its equivalent. (Article 1458)

• Essential requisites: A) Consent (freely given); B) Determinate subject- future goods may be the object of sale; and, C) Price certain in money or its equivalent, this being the cause or consideration.

• Stages in the Contract of Sale: 1) Period of negotiation, where the parties discuss the contract including its terms and conditions; 2) Perfection of the contract- meeting of the minds; 3) Consummation of the sale, when the contract is executed because the object was delivered and the price paid.

• Characteristic: 1) It is nominate-it has a name;2)bilateral/reciprocal, it involves the duties of the seller and buyer; 3)It is principal-it can stand alone;4) consensual;5)Onerous-involves consideration;6)commutative-exchange of value.

• Article 1165 of the Civil Code creates the obligation between the seller and the buyer. It provides that” when what is to be delivered is a determinate thing, in addition to the right granted by Article 1170, may compel the debtor to make delivery. If the thing is indeterminate or generic, he may ask the debtor that the obligation be complied with at the expense of the debtor. If the obligor delays, or has promised to deliver the same thing to two or more persons who do not have the same interest, he shall be responsible for fortuitous event until he has effected the delivery.

• Article 1170- Those who in the performance of their obligation are guilty of fraud, negligence, or delay and those who in any manner contravene the tenor thereof, are liable for damages.

• Natural elements: 1) warranty against eviction; 2)warranty against hidden defects.

Sale Distinguished from Other Contracts

• Sale distinguished from Dation in Payment• In sale there is no pre-existing credit, while

in Dation in Payment, there is pre-existing credit.

• Dation in Payment, an obligation is extinguished while in sale, an obligation is created.

• The cause of consideration is the price from the viewpoint of the seller and the object from the viewpoint of the buyer, whereas, in dation, the cause or consideration of the debtor is the extinguishment of the debt and from the viewpoint of the creditor, the acquisition of the object offered in lieu of the original credit.

• Contract of Sale and Contract to Sell• In contract of sale, the non-payment of the

price is a resolutory condition, that is, it puts an end to the contract. In contract to sell, nonpayment of the price, gives the seller the right to rescind the contract and the full payment of the price is a positive suspensive condition.

• In a contract of sale, title to the property generally passes to the buyer upon delivery, whereas, in a contract to sell, ownership is retained by the seller, regardless of delivery, and is not pass to until full payment of the price.

• Sale distinguished from Assignment of Property:

• Sale differs from cession in much the same way as sale differs from dation in payment. In cession, the assignee (creditor) does not acquire ownership over the things assigned, but only the right to sell and apply the proceeds thereof to what is due the creditor.

Object of Sale

Article 1459- The thing must be licit and the vendor must have the right to transfer the ownership thereof at the time it is delivered.

Two rules:

1. The object must be licit or legal2. The vendor or seller must have the right to transfer ownership at the time of delivery.

It is essential for a seller to transfer ownership but he need not be the owner thereof at the time of the perfection of the contract of sale, it is important that he is the owner at the time of delivery of the object to the buyer.

The seller need not be the owner at the time of the perfection of the contract because “future goods or things” among others may be sold.

• The object of sale must also be determinate. A thing is determinate when it is particularly designated or physically segregated from all others of the same class. Article 1460

• Things having a potential existence. Example: all my rice harvest next year; the wine that a particular vineyard is expected to produce.

• The efficacy of the sale of a mere hope or expectancy is deemed subject to the condition that the thing will come into existence.

• Emptio Rei sperati- sale of expected thing• Emptio Spei- sale of the hope itself. Ex. Sale

of a valid sweepstake ticket.• A sale of a vain hope or expectancy is void.

Article 1461• Existing goods, owned or possessed by the

seller, goods to be manufactured, raised, or acquired by the seller, after the perfection of the contract of sale- “future goods”.

Continuation- Object of Sale

• Things whose acquisition depends upon a contingency which may or may not happen. See Article 1462.

• Example: Juan takes the November Bar Exam. His father promises to give Juan a Toyota Land Cruiser if he passes the Bar. Juan may sell the car to Pedro subject to the suspensive condition of passing the November Bar Exam.

• Article 1462, second paragraph, is in accord with Article 1458 that a contract of sale may be “conditional”.

• This is also a sale of “future goods” subject to a condition.

• Sale of undivided interest in the thing or goods. Article 1463. Ex. If I own a house, I may sell 1/2 thereof.

• Sale of Fungible goods like grain, oil or wine. See Article 1464

• Example: In a stock of rice, the exact number of cavans still unknown, Jose buys 100 cavans but if there are really 150 cavans, Jose becomes the co-owner of 2/3 of the whole lot, but, if there are only 80 cavans, Jose becomes the owner of the whole lot, and the seller is bound to make good the deficiency, unless there is a contrary intention.

• Things subject of a resolutory condition. Article 1465

• Example: Sale of a property subject to a right of repurchase; a sale of usufruct that may end when the naked owner becomes a lawyer.

• Article 1466 gives a distinction between a contract of sale and an agency to sell.

• Article 1467- gives a distinction between a contract of sale and a contract for a piece of work.

• Article 1468- gives a distinction between a contract of sale and a barter.

PRICE- CAUSE OR CONSIDERATION OF SALE

• Articles 1469 to Article 1474 lay down the legal rules of “price” in a contract of sale.

• Rules to follow:• 1. Certainty of the Price- the price must be

certain, otherwise, there is no true consent between the parties. The failure to pay the agreed price does not cancel the sale for lack of consideration, for consideration is still there, namely, the price.

• 2. If no specific amount has been agreed upon, the price is still considered certain, if it be certain with reference to another thing certain, Example: the price is the tuition fee charge at UNO-R; if the determination is left to the judgment of a specified person or persons; The price of securities, grains, liquids, and other things shall also be considered certain, when the price fixed is that which the thing sold would have on a definite day or particular exchange of market.

• 3. Gross inadequacy of price does not affect the contract of sale, except as it may indicate a defect in the consent, or that the parties really intended a donation or some other contract.

• 4.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 contract.

• 5. The fixing of the price can never be left to the discretion of one of the contracting parties. However, if the price fixed by one of the parties is accepted by the other, the sale is perfected.

• 6. If the price cannot really be determined, the sale is void. However, if the thing or any part thereof has been delivered to and appropriated by the buyer, the latter must pay a reasonable price therefore.

• What is a reasonable price is a question of fact dependent on the circumstances of each particular case.

PERFECTION OF THE CONTRACT OF SALE

• Sale is a consensual contract, perfected by mere consent, therefore, delivery or payment is not essential for perfection. (Warner, Barnes v Inza, 43 Phil 404).

• Article 1475- The contract of sale is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price. From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts.

• The contract of sale is consummated upon delivery and payment. (Naval v Enriquez, 3 Phil 669).

• Consent to the contract of sale must be free from the vices of consent (minority, insanity, fraud, force, or intimidation), otherwise, should consent be vitiated by any vices enumerated, the sale shall generally be considered voidable.

• Where necessaries are delivered and sold to minors, the sale is valid. (food, clothing)

• In case of auction sale the following are the rules:

• 1. Where goods are put up for sale by auction in lots, each lot is the subject of a separate sale.

• 2. A sale by auction is perfected when the auctioneer announces its perfection by the fall of the hammer, or in other customary manner. Until such announcement is made, any bidder may retract his bid; and the auctioneer may withdraw the goods from the sale unless the auction has been announced to be without reserve.

• 3. A right to bid may be reserved expressly by or on behalf of the seller, unless otherwise provided by law or stipulation.

• 4. Where notice has not been given that a sale by auction us subject to right to bid on behalf of the seller, it shall be unlawful for the seller to bid for himself or employ or induce any person to bid at such sale. Any sale contravening this rule may be treated as fraudulent. Art 1476

Continuation-Perfection of Sale

• Ownership is not transferred by perfection but by delivery.

• Article 1477- The ownership of the thing sold shall be transferred to the vendee upon actual or constructive delivery thereof.

• Article 1478- the parties may stipulate that ownership in the thing shall not pass to the purchaser until he has fully paid the price.

• Generally, ownership is transferred upon delivery, but even if delivered, the ownership may still be with the seller till full payment of the price is made, if there is a stipulation.

• Two kinds of delivery:• 1.Actual - Article 1497• 2. Constructive- Article 1498-1501

• Parties to the Contract of Sale- the consent to the contract of sale is needed, otherwise, there can be no perfection of the contract. Now, then who are the parties who must signify their consent? The seller and the buyer, but who may be seller and buyer?

• All persons who are authorized in the Civil Code to obligate themselves, may enter into a contract of sale, subject to certain exceptions.

• Minors or insane persons to enter into a contract of sale, the consent of the guardian or parent is needed.

• Husband and wife cannot sell property to each other, except when a separation of property was agreed upon in the marriage settlement or when there is a judicial separation of property.

• Persons who occupy a position of trust and confidence (fiduciary relations) are not allowed to purchase certain properties. Ex. Guardian with respect to the property of the ward.

Continuation---

• Article 1479- A promise to buy and sell a determinate thing for a price is reciprocally demandable. An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor if the promise is supported by a consideration distinct from the price.

• The first paragraph is a bilateral reciprocal contract. This is as good as a perfected sale.

• The second paragraph, only one makes a promise. It is binding only if it is supported by a consideration distinct from the price. Therefore, until, the offer is accepted, there is no perfected sale.

• If the option is given without consideration, it is just a mere offer, which is not binding until accepted. If, however, acceptance is made before withdrawal of offer, it constitute a binding contract of sale, even though the option was not supported by consideration.

• Policitacion- unilateral promise to buy or to sell which is not accepted. This produces no juridical effect.

• Article 1482- Earnest Money- whenever earnest money is given in a contract of sale, it shall be considered part of the price and as proof of the perfection of the contract.

• Earnest money in Article 1482 is different from option money in Article 1479.

• Rule on earnest money:• 1. Part of the purchase price• 2. Proof of the perfection of the contract• Earnest money applies to a perfected sale,

while option money applies to a sale not yet perfected, the money is not part of the purchase price.

• Option money is considered as a form of liquidated damages should the buyer opt not to buy with the period given.

Republic Act 6552(Maceda Law)

• Republic Act 6552 is an act that provides protection to buyers of real estate on installment payments.

• It gives the buyer rights in all transactions involving sale or financing of real estate on installment payments, including residential condominium apartments, excluding industrial lots, commercial buildings and sales to tenants under RA 3844 or agricultural tenancy law.

• The following are the rights of the buyer:

• 1. Entitled to a grace period of one (1) month to pay unpaid amortization without additional interest;

• 2. Entitled to a refund equivalent to 50% of the total payments made.

• 3. After five (5) years, entitled to additional 5% every year but not to exceed 90% of the total payments made.

• In case less than 2 years payments have been made by the buyer, he is entitled to a grace period of 60 days to pay the installment from the date it became due.

• 4. The buyer shall have the right to sell or assign his rights to another person or to reinstate the contract by updating his account during the grace period and before actual cancellation.

• The above-mentioned rights are available to the buyer in case he has paid at least 2 years of installment.

Remedies of Unpaid Seller in aContract of Sale of Personal Property

• Article 1484- Remedies of an Unpaid Seller in a contract of sale of personal property payable in installment, are the following:

• 1. Exact fulfillment of the obligation, should the buyer fail to pay;

• 2. Cancel the sale, should the buyer’s failure to pay cover two or more installments;

• 3. Foreclose the chattel mortgage on the thing sold, if one has been constituted, should the buyer failure to pay cover two or more installment. Seller cannot recover any deficiency.

• The above-mentioned remedies are not cumulative but they are alternative, and if one is exercised, the others cannot be made use of.

• Article 1484 also applies to Contract of lease with option to buy under Article 1485.

• Article 1486 provides that “a stipulation that the installment or rents paid shall not be returned to the Buyer or Lessee shall be valid in so far as the same may not be unconscionable under the circumstances.

• A contract of lease with option to buy is considered as a sale of personal property on installment..

• Article 1484 does not apply to sale involving real property.

• The seller may demand fulfillment of the obligation even if only one installment is unpaid but to cancel a sale or foreclose on the chattel mortgage, two or more installment unpaid is required.

Effects of the Contract when the thingsold has been lost

• Who bears the lost? Three rules may be given regarding risk or loss:

• 1. If the object is lost before perfection, the seller bears the loss- the thing perishes with the owner. (res perit domino)

• 2. If the object is lost after perfection but before delivery, the buyer bears the loss;

• 3. If the object is lost after delivery, the buyer bears the loss.

• Article 1493 provides that 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 of demanding the remaining part, paying its price in proportion to the total sum agreed upon.

• Article 1494- refers to loss of specific goods. Again the remedies are:

• 1. Cancellation of the contract• 2. Or specific performance as to the

remaining existing goods ( if the sale is divisible)

• If the either parties incur a delay of is guilty of fraud or negligence resulting to the loss of the thing, then, such party is liable for damages under the law.

OBLIGATION OF THE VENDOR

• Article 1495- The obligation of the vendor are:

• 1. To transfer ownership• 2. To deliver• 3. To warrant against eviction and hidden

defects.• 4. To preserve the thing from perfection to

delivery.

• Article 1496- 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 1497-1501, or in any other manner signifying an agreement that the possession is transferred from the vendor to the vendee.

• Ways of delivery to the vendee of the thing sold:

• 1. When it is placed in the control and possession of the vendee- real or actual delivery. Article 1497.

• 2. When the sale is made thru a public instrument, the execution thereof shall be equivalent to delivery of the thing sold, if the contrary does not appear. With regard to movable, by delivery of the key of the place of depository where it is kept. Article 1498- constructive delivery: a) legal formalities; b) symbolic delivery.

• Article 1499- speaks of delivery of movable property. Delivery of movable may be made by mere consent or agreement of the parties, if the thing sold cannot be transferred at the time of sale or if the vendee is already in possession for any other reason like if the buyer is the lessee of the thing sold.

• Traditio longa manu- (long hand)-example: Y sells his fruit bearing trees to X. Y tells X that he can harvest the fruits anytime he likes.

• Traditio brevi manu (short hand)- ex. Y sells to X his house and X is the lessee of the house.

Continuation-Obligations of the Seller

• 3. Tradition constitutum possessorium- Article 1500- takes place if the seller continues in possession of the property no longer as owner but as a mere possessor. Ex. Y owns a house and lot where he lives with his family, he sells the house and lot to X. Now Y and his family continues to live in the house as lessee of the property.

• Quasi- tradition (Article 1501) delivery of incorporeal property. These are properties which can neither be seen or touch such as consist in rights only like patent, copyrights, shares of stocks.

• Delivery is made by placing of titles of ownership in the possession of the buyer or the use by the buyer of his rights with the seller’s consent.

• Delivery of incorporeal properties may be made also thru execution of public instrument.

• Delivery of land title deeds is also equivalent to delivery of the property itself.

• Rule when goods are delivered to the buyer “on sale or return” and on “approval or on trial”:

• 1. On sale or return- ownership passes to the buyer but ownership may return in the seller by the buyer returning the goods or tendering the goods within the time fixed in the contract or within reasonable time. This sale depends on the discretion of the buyer.

• 2. On approval or trial- ownership passes to the buyer if he signifies his approval or acceptance to the seller or does any other act adopting the transaction, or if he does not signify his approval or acceptance but retains the goods without giving notice of rejection, then if a time has been fixed for the return or on the expiration of such time, or on the expiration of reasonable time, if no time was fixed. Article 1502.

• Risk of loss remains with the seller on sale on approval or on trial.

Reservation of Ownershipdespite delivery

• Article 1503-Where there is a contract of sale of specific goods, the seller may, by the terms of the contract, reserve the right of possession or ownership in the goods until certain conditions have been fulfilled. The right of possession or ownership may be thus reserved notwithstanding the delivery of the goods to the buyer or to carrier or other bailee for the purpose of transmission to the buyer.

• Where goods are shipped, and by the bill of lading the goods are deliverable to the seller or his agent, or to the order of the seller or of his agent, the seller thereby reserves the ownership in the goods. But, if except for the form of the bill of lading, the ownership would have passed to the buyer on shipment of the goods, the seller’s property in the goods shall be deemed to be only for the purpose of securing performance by the buyer of his obligation under the contract.

• Where goods are shipped, and by the bill of lading the goods are deliverable to order of the buyer or of his agent, but possession of the bill of lading is retained by the seller or his agent, the seller thereby reserves a right to the possession of the goods as against the buyer.

• Where the seller of goods draws on the buyer for the price and transmit the bill of exchange and bill of lading together to the buyer to secure acceptance or payment of the bill of exchange, the buyer is bound to return the bill of lading if he does not honor the bill of exchange, and if he wrongfully retains the bill of lading he acquires no added right thereby. If, however, the bill of lading provides that the goods are deliverable to the buyer or to the order of the buyer, or is indorsed in blank, or to the buyer by the consignee named therein, one who purchases in good faith, for value, the bill of landing, or goods from the buyer will obtain the ownership of the goods, although the bill of exchange has not been honored, provided the purchaser has received delivery of the bill of lading indorsed by the consignee named therein, or of the goods, without notice of the facts making the transfer wrongful.

Instances when seller is still ownerdespite delivery

• 1. By express stipulation• 2. If under the bill of lading, the goods are

deliverable to the seller or his agent or their order.

• 3. The bill of exchange is not honored by the buyer although the goods are deliverable to the buyer.

• Article 1503 applies to sale of specific goods.

• Article 1504- refers to risk of loss. Who bears the loss?

• General Rule- the goods remain at the seller’s risk until ownership therein is transferred to the buyer, but when ownership therein is transferred to the buyer, the goods are at the buyer’s risk whether actual delivery has been made or not.

• Exception:• 1. Where delivery of the goods has been made to

the buyer or to a bailee for the buyer in pursuance of the contract and the ownership in the goods has been retained by the seller merely to secure performance by the buyer of his obligation under contract, the goods are at the buyer’s risk from the time of such delivery.

• 2. Where actual delivery has been delayed through the fault of either the buyer or seller, the goods are at the risk of the party at fault.

• Article 1505- one who does not own the thing or goods has no right to sell the same. Any person who acquires the goods not from the owner acquires no better title to the goods than the seller had.Exception:1) the owner is precluded from denying the authority of the seller; 2) where validity of the sale is authorized by law or approved by the court; 3)sale is made at the merchants’ store, fairs or market; 4)where an apparent owner of the goods disposes of the same. Ex. Under the land registration law Torrens system.

• Article 1506- The buyer of the goods under a voidable title gets a valid title provided he acted in good faith and he pays for value and without notice of seller’s defect of title.

Negotiable Document of Title

• Article 1507 to Article 1520- speaks of negotiable document of title and how it is negotiated and the manner of delivery of the goods under it.

• A Negotiable Document of Title is one that goods referred to therein will be delivered to the bearer or to the order of a specified person named therein.

• What “document of title” includes:• 1. Bill of Lading• 2. Dock Warrant• 3. Warehouse receipt• 4. Such other document used as proof of

possession or authority to transfer the goods represented by the document.

• How negotiated?• 1. By mere delivery -if deliverable to bearer• 2. By endorsement plus delivery-if

deliverable to the order of a specified person.

• Article 1510- the placing of the word “non-negotiable” or “not negotiable” on document of title that is negotiable will not affect its negotiability. The document remained negotiable as far as the various holders are concerned.

• A non-negotiable document of title cannot be negotiated but may be transferred by assignment.

• Who may negotiate a document of title? Article 1512- By the owner; or by any person to whom possession or custody of the document has been entrusted by the owner, if, by the terms of the document the bailee issuing the document undertakes to deliver the goods to the order of the person to whom the possession or custody of the document has been entrusted, or if at the time of such entrusting the document is in such form that it may be negotiated by delivery.

Continuation-negotiable documentof title

• Rights of a person to whom negotiable document of title is negotiated-Article 1513:

• 1.Acquires such title to the goods as the person negotiating the document to him had or had ability to convey to a purchaser in good faith for value and also such title to the goods as the person to whose order the goods were to be delivered by the terms of the document had or had the ability to convey to a purchaser in good faith for value;

• 2. The direct obligation of the bailee issuing the document of title to hold possession of the goods for him according to the terms of the document, as fully as if such bailee had contracted directly with him.

• A person to whom a document of title has been transferred, but not negotiated, acquires thereby, as against the transferor, the title to the goods subject to the terms of any agreement with the transferor.

• When a negotiable document of title is transferred for value by delivery, and the endorsement of the transferor is essential for negotiation, the transferee acquires a right against the transferor to compel him to indorse the document unless a contrary intention appears. The negotiation shall take effect as of the time when the endorsement is actually made.

• Rights of a person to whom a non-negotiable document of title is transferred or assigned:

• 1.Acquires the right to notify the bailee who issued the document of the transfer,thereby acquires the direct obligation of such bailee to hold possession of the goods for him according to the terms of the document;

• 2. Ownership over the goods as the transferor had.

• Prior to such notification to the bailee, the right may be defeated by a levy of an attachment or execution upon the goods by a creditor of the transferor or by a notification to such bailee by the transferor or by a third person or buyer.

Warranties of a Person negotiatinga document of title

• Article 1516- Warranties in negotiation or transfer:• 1. The document is genuine• 2. That he has legal right to negotiate or transfer

it;• 3. That he has knowledge of no fact which would

impair the validity or worth of the document; and,• 4. That he has a right to transfer the title to the

goods and that the goods are merchantable or fit for a particular purpose.

• Article 1517- failure of the bailee or the previous endorsers to comply with their obligation does not make present endorsers liable because he only warrants the things mentioned in Article 1516.

• Article 1518- makes the negotiation valid made to a purchaser in good faith and for value despite the fact the owner of the document was deprived of it thru loss, fraud, accident, mistake or breach of duty. (apply to bearer document or document indorsed in blank)

• Article 1519- This article speaks of 2 important things (if the document is negotiable):

• 1. Generally no attachment or levy except if the document is surrendered to the bailee or the negotiation of the document is enjoined.

• 2. The bailee (depositary or carrier) cannot be compelled to surrender the goods except if the document is surrendered to him or the document is impounded by the court.

• Remedy of the creditor- Article 1520• A creditor whose debtor is the owner of a

negotiable document of title shall be entitled to such aid from courts of appropriate jurisdiction by injunction and otherwise in attaching said document or in satisfying the claim by means thereof as is allowed at law or in equity in regard to property which cannot readily be attached or levied upon by ordinary legal process.

Rules if goods delivered are more orless than or different

• Article 1522-Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them, but if the buyer accepts or retains the goods so delivered, knowing that the seller is not going to perform the contract in full, he must pay for them at the contract rate. If, however, the buyer has used or disposed of the goods delivered before he knows that the seller is not going to perform his contract in full, the buyer shall not be liable for more than the fair value to him of the goods so received. Where the seller delivers a quantity of goods larger than he contracted to sell, the buyer must accept the goods included in the contract and reject the rest. If the buyer accepts the whole of the goods delivered he must pay for them at the contract rate.

• Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract and reject the rest. In the preceding two paragraphs, if the subject is indivisible, the buyer may reject the whole of the goods. The provisions are subject to the usage of trade, special agreement, or course of dealing between the parties.

• Rule- first paragraph• Buyer may reject or accept at the contract

rate;if he does not know that the seller will not perform in full, he is not liable for than the fair value of goods received.

• Rule-Second paragraph• Buy may reject all or accepts the goods

agreed upon and reject the rest; or, he gets all and pay for the contract rate.

• Third-paragraph- rule:Accepts the goods as agreed and reject the rest.

Delivery to Carrier-Rule

• Article 1523 deals with delivery to the carrier is delivery to the buyer, except in cases provided in first, second, and third paragraph of Article 1503 where the seller may reserve right of possession or ownership.

• Kinds of delivery to carrier:• C.I.F (Cost, Insurance, freight)-selling

price includes insurance and freight, it is understood that it is paid by the seller.

• F.O.B (Free on Board)- if FOB at the place of shipment-buyer pays the freight; FOB alongside (the vessel)-buyer pays the freight; FOB destination- here the seller pays the freight since the contract states” free on board till destination)

• FOB Manila- delivery of goods is at Manila, if not delivered, Seller bears the loss or is liable.

• Article 1523-Where, in pursuance of a contract of sale, the seller is authorized or required to send the goods to the buyer, delivery of the goods to a carrier, whether named by the buyer or not, for the purpose of transmission to the buyer is deemed to be a delivery of the goods to the buyer, except in the cases provided for in Article 1503, first, second, and third paragraph or unless a contrary intent appears. Unless otherwise authorized by the buyer, the seller must make such contract with the carrier on behalf of the buyer as may be reasonable, having regard to the nature of the goods and the other circumstances of the case. If the seller omit to do so, and the goods are lost or damaged in course of transit, the buyer may decline to treat the delivery to the carrier as delivery to himself or may hold the seller responsible in damages. Unless otherwise agreed, where goods are sent by the seller to the buyer under circumstances in which the seller ought to know or knows that it usual to insure, the seller must give notice to the buyer as may enable him to insure them, and if he fails, the goods shall be deemed ast the seller’s risk during transit.

SELLER OF GOODSDEEMED AN UNPAID SELLER-WHEN?

• Article 1525- The seller of goods is deemed to be an unpaid seller:

• 1.When the whole of the price has not been paid or tendered;

• 2.When a bill of exchange or other negotiable instrument has been received as conditional payment and the condition on which it was received has been broken by reason of dishonor of the instrument or insolvency of the buyer or otherwise;

• The Seller is not bound to deliver the thing sold, if the buyer has not paid the price, or if no period for the payment has been fixed in the contract.

• If a period has been fixed for the payment, the seller must deliver the thing sold even if said period has not yet arrived. (Florendo v Foz, 20 Phil 388)

• Rights of an unpaid seller- Article 1526

• 1. The unpaid seller has a lien on the goods or right to retain them for the price while he is in possession of the goods.

• 2. In case of insolvency of the buyer, a right of stoppage the goods in transitu after he has parted with the possession of the goods;

• 3. A right of resale as limited by this Code;

• 4. A right to rescind the sale as likewise limited by this Code.

• Possessory lien is lost after the seller losses possession but his lien as an unpaid seller remains, and is still a preferred creditor with respect to the price of the specific goods sold. (Article 1527 of the Civil Code)

Unpaid Seller’s Right

• The possessory lien of the unpaid seller remains only so long as the property is till with the seller.

• Article 1527 refers to cases when the unpaid seller has a possessory lien; namely:

• 1.Where goods have been sold without any stipulation as to credit;

• 2. Where goods have been sold on credit, but the term of the credit has expired;

• 3. Where the buyer becomes insolvent.• Where the unpaid seller made part delivery,

he may exercise his right of lien on the remainder.

• The unpaid seller losses his possessory lien when he delivers the goods to the carrier or bailee for the purpose of transmission to the buyer without reserving the ownership or right of possession of the goods; by waiver thereof; and when the buyer or his agent lawfully obtain possession of the goods. The unpaid seller does not lose his lien by reason only that he has obtained judgment or decree for the price.

• The unpaid seller, when the buyer becomes insolvent, who has parted possession of the goods has the right of stopping them in transitu, that is, he may resume possession of the goods at any time while they are in transit and he will become entitled to the same rights in regard to the goods as he would have had if he had never parted with the possession. (Article 1530 of the Code)

• He may exercise his right of stoppage in transitu by:1) obtaining actual possession of the goods, or; 2) by giving notice of his claim to the carrier or other bailee.

• To whom notice is given? 1)To the person in actual possession or the goods, or; 2) to his principal.

Meaning of Goods in TransitArticle 1531

• Goods are in transit:• 1. From the time when they are

delivered to a carrier by land, water, or air, or other bailee for the purpose of transmission to the buyer, until the buyer or his agent, takes delivery from such carrier or other bailee;

• 2. If the goods are rejected by the buyer, and the carrier or other bailee continues in possession of them, even if the seller has refused to receive them back.

• If upon arrival the buyer unjustifiably refuses to receive the goods, the goods are still in transitu and therefore, the seller may exercise the right of stoppage.

• Goods are no longer in transit:• 1. If the buyer or his agent obtains

delivery of the goods before their arrival at the appointed destination;

• 2. If, after arrival of the goods at the appointed destination, the carrier or other bailee acknowledges to the buyer or his agent that he holds the goods on his behalf and continues in possession of them as bailee for the buyer or his agent; it is immaterial that further destination for the goods may have been indicated by the buyer;

• 3. If the carrier or other bailee wrongfully refuses to deliver the goods to the buyer or his agent in that behalf.

• After the exercise of the right of stoppage in transitu, the goods are no longer in transit; the contract of carriage ends, instead the carrier now becomes a mere bailee; the carrier must not deliver anymore the goods to the buyer; the carrier must redeliver the goods according to the direction of the seller.

Continuation-Unpaid Seller’s Right

• Levy of execution or attachment will not defeat right to stop goods in transit.

• The right of stoppage in transitu is paramount to any lien on the goods claimed by third persons against the purchaser. Thus, it may be exercise to defeat an attachment or execution levied upon the goods by a creditor of the buyer. The possibility of third persons acquiring a right over the unpaid goods is when said goods are covered by a negotiable document of title that could not be surrendered to a carrier by the unpaid seller upon the exercise of the right.

• Where goods are covered by a non-negotiable document of title, the right to stop the goods in transit may be exercised without surrendering the non-negotiable document of title.

• Article 1533 refers to the right of re-sale or when the goods are of perishable in nature.

• Before a right of resale may be exercised, the unpaid seller must have either aright of lien or he has stopped the goods in transit (where the goods have been re-delivered to him) and in the following cases:

• 1.The goods are perishable in nature;• 2. The right to resell is expressly reserved

by the seller;• 3. The buyer has been in default in the

payment of the price.• It is not essential to give notice to the

original buyer if the resell is based on the perishable nature of the goods or upon an express provision of the contract but if based on other grounds, notice is essential in any issue involving the question of default by the buyer to pay the price for an unreasonable length of time.

• The resale may be in public of private sale.

Seller’s right to rescind

• Article 1534. An unpaid seller having a right of lien or having stopped the goods in transit, may rescind the transfer of title and resume ownership of the goods, where he expressly reserved the right to do so in case the buyer should make default, or where the buyer has been in default in the payment of the price for an unreasonable length of time. The seller shall not thereafter be liable to the buyer upon the contract of sale, but may recover from the buyer damages for any loss occasioned by the breach of contract. The transfer of title shall not be held to have been rescinded by an unpaid seller until he has manifested by notice to the buyer or by some other overt act an intention to rescind. It is not necessary the such overt act should be communicated to the buyer but the giving or failure to give notice of the intention to rescind shall be relevant to any issue involving whether the buyer had been in default for an unreasonable length of time before the right of rescission was asserted.

• Only an unpaid seller with right of lien or who has stopped the goods in transit has the right to rescind the sale, in either of the following cases:

• 1.where the seller has expressly reserved the right to rescind;

• 2. Where the buyer has been in default in the payment of the price for an unreasonable length of time.

• Article 1535-The general rule is that the unpaid seller’s right to lien or stoppage in transitu shall remain or is not affected even if the buyer has sold or disposed of the goods, except, if the seller has assented to such sale or the goods are covered by a negotiable document of title.

Duty to Deliver-What includes?Rule in case of loss

• The Seller is not bound to deliver the goods in case the buyer should lose the right to make use of the term as provided in Article 1198 such as:

• 1.When after the obligation has been contracted the buyer becomes insolvent, unless he gives a guaranty or security;

• 2.When he does not furnish to the seller the guarantee he promised;

• 3.When by his own acts he has impaired said guarantee or security or thru fortuitous event they disappear, unless he gives new security or guaranty.

• Example: Juan purchased goods from Maria. Juan promised to give certain guarantee of which he was given a period of one year to pay. Juan failed to give said guarantee. Here, Maria cannot be compelled to deliver the goods. (Article 1536 of the Code)

• Article 1537 requires the seller to deliver the thing sold including its accession and accessories and all the fruits at the time of the perfection of the contract. This merely re-states the rules in the subject obligation and contracts under Article 1164 and 1166 where the creditor has a right to the fruits of the thing from the time the obligation to deliver arises. He shall acquire no real rights until the same has been delivered to him.

• Article 1538- In case of loss, deterioration, or improvement of the thing before its delivery, the rules in Article 1189 shall be observed, the vendor being considered the debtor.

• This reiterate the rule that from the time of perfection to delivery, the risk is borne by the buyer.

Rule in Sale of Real EstateArticle 1539-1543

• The obligation to deliver the thing sold includes that of placing in the control of the vendee all that is mentioned in the contract.

• Sale of Real Estate by the unit- If the sale of real estate should be made with a statement of its area, at the rate of a certain price for a unit of measure or number, the vendor is obliged to the deliver to the vendee, if the latter should demand it, all that may have been stated in the contract; but, should this be not possible, the vendee may choose between a proportional reduction of the price and the rescission of the contract, provided that, in the latter case, the lack in area be not less than one-tenth of that stated.

• Example: If Juan buys from Maria a piece of land supposed to contain 1,000 square meters, but the land has only 800 square meters. The price is P10,000/sq.meter. The additional 200 sq.meters must be delivered if demanded by Juan. If this cannot be done, Juan may pay only for the 800 square meters or rescind the contract.

• If however, there are only 950 sq.meters, A cannot ask for rescission because the lack in area must be at least 1/10 of the area stated in the contract. However, he can ask for rescission if Juan would not have purchased the land had he known of its smaller area.

• If there is greater in number or area than that stated in the contract, the buyer may accept only the area stated in the contract and reject the rest. However, if he accepts the whole area, the buyer must pay for the same at the contract rate.

Sale of Real Estate by Lump Sum

• In case of sale of real estate, made for a lump sum and not at the rate of a certain sum for a unit of measure or number, there shall be no increase or decrease of the price, although there be greater or less area or number than that stated in the contract. The same rule shall be applied, when two or more immovable are sold for a single price; but if besides mentioning the boundaries, which is indispensable in every conveyance of real estate, its area or number should be designated in the contract, the vendor shall be bound to deliver all that is included within said boundaries, even when it exceeds the area or number specified in the contract; and should he not be able to do so, he shall suffer a reduction in the price, in proportion to what is lacking in the area or number, unless the contract is rescinded because the vendee does not accede to the failure to deliver what has been stipulated.

• Example: Juan buys a piece of land from Maria at the lump sum of P10M. In the contract, the area stated is 1,000 sq.meters. The boundaries are mentioned in the contract.

• 1.If the land within the boundaries actually contains 1,500 sq.meters, Maria is bound to deliver the 500 sq.meters without increase in price.

• 2. If Maria could not deliver the 500 square meters, Juan may rescind the contract or pay a reduced price for the 1,000 sq.meters or 2/3 of the price only.

• What is important is delivery of all the land included in the boundaries. If this is done, there is compliance with the contract and the greater or less area is immaterial.

• The actions arising from Article 1539 and 1543 prescribe in 6 months from date of delivery.

Double SalesArticle 1544

• If the same thing should have been sold to different vendees, the ownership shall be transferred to the person who may have first taken possession thereof in good faith, if it should be movable. If it be immovable property, the ownership shall belong to the person acquiring it who in good faith first recorded it in the Registry of Property. Should there be no inscription, the ownership shall pertain to the person who in good faith was first in the possession; in the absence thereof, to the person who represents the oldest title, provided there is good faith.

• Rules of preference in double sales:• 1.Movable-possessor in good faith• 2. Real Property-a)registrant in good

faith;b) possessor in good faith; c)oldest title in good faith.

• As to lands covered by the Torrens Certificate of Title, a deed of sale is considered registered from the moment it is entered or recorded in the entry or day book of the Register of Deeds. (Levin vs Bass, L-4340, May 25, 1952)

• Possession here is either constructive or actual.

• Note that in all the rules there must be good faith; otherwise, the order of preference does not apply. A purchaser in good faith is one who buys the property of another without notice that some other person has a right to, or interest in such property, and pays a full and fair price for the same at the time of such sale or before he has notice of the claim or interest of some other person.

• Article 1544 will not apply if the first deed registered is found to be a forgery.

Conditions and WarrantiesArticle 1545-1580

• Conditions stipulated in the contract for the performance of an obligation may be waived or treated as warranties. The non-performance thereof is considered as breach of warranty.

• Any affirmation of fact or promise by the seller relating to the thing is an express warranty if the natural tendency of such affirmation or promise is to induce the buyer to purchase the same, and if the buyer purchases the thing relying thereon.

• No affirmation of the value of the thing nor any statement purporting to be a statement of the seller’s opinion only shall be construed as a warranty unless the seller made such affirmation or statement as an expert and it was relied by the buyer.

• In a contract of sale, unless a contrary intention appears, there is:

• 1. An implied warranty on the part of the seller that he has a right to sell the thing at the time when the ownership is to pass, and that the buyer shall from that time have and enjoy the legal and peaceful possession of the thing. (warranty against eviction)

• 2.An implied warranty that the thing shall be free from any hidden defects, or any charge or encumbrance not declared or known to the buyer. (warranty against hidden defects)

• In general the action based on the implied warranties prescribe in 10 years since these obligations are imposed by law. A sheriff, auctioneer, mortgagee or other person professing to sell by virtue of authority in fact or law for the sale of the thing, which a third person has a legal or equitable claim, are not liable for breach of such warranty.

Warranty in Case of Eviction

• Eviction shall take place whenever by final judgment based on a right prior to the sale or an act imputable to the vendor, the vendee is deprived of the whole or part of the thing purchased.

• The vendor shall answer for the eviction even though nothing has been said in the contract on the subject. The contracting parties, however, may increase, diminish or suppress this legal obligation of the vendor.

• Thus, it was held that the vendor’s liability for warranty against eviction in a contract of sale is generally can be waived or renounced by the vendee subject to the provisions of Article 1554.

• Generally, all rights acquired from to the sale by others can be imputed to the seller, but, the seller may still be held liable even if the act be made after the sale if such fault is attributable to his own act.

• Essential elements for eviction:• 1.There is a final judgment• 2.The purchaser has been deprived in

whole or in part of the thing sold;• 3.The deprivation was by virtue of a right

prior to the sale or one imputable to the seller effected by the seller.

• 4. The vendor has been previously notified of the complaint for eviction at the instance of the purchaser.

• The vendee need not appeal from the decision in order that the vendor may become liable for eviction.

• When an adverse possession had been commenced before the sale but the prescriptive period is completed after the transfer, the vendor shall not be liable for eviction. It contemplates a situation where the thing sold is already under adverse possession by a third person who could be declared owner by prescription (lapse of time) and the vendee does not interrupt the prescription by bringing proper court action against the adverse claimant.

Continuation-Warranty on Eviction

• If the property is sold for non-payment of taxes due and not made known to the vendee before the sale, the vendor is liable for eviction.

• The judgment debtor is also responsible for eviction in judicial sales. This concerns a situation where a judgment debtor’s property is sold at public auction and a purchaser thereof is deprived of possession by reason of a final judgment.

• Any stipulation exempting the vendor from the obligation to answer for eviction shall be void, IF HE ACTED IN BAD FAITH.

• If the vendee has renounced the right to warranty in case of eviction, and eviction should take place, the vendor shall only pay the value which the thing sold had at the time of eviction. Should the vendee have made the waiver with knowledge of the risk of eviction and assumed its consequences, the vendor shall not be liable.

• Rights of the Buyer to demand from the Seller in case of eviction:

• 1.Return of the value which the thing sold had at the time of eviction;

• 2.The income or fruits, if he was ordered to deliver them to the party who won;

• 3.The cost of the suit which caused the eviction, and the cost of the suit against the vendor for the warranty;

• 4. The expenses of the contract, if the vendee has paid for them;

• 5. The damages and interest, and ornamental expenses, if sale was made in bad faith.

• Keyword- VICED( Value, Income, Cost, Expenses, Damages)

Rule in case of Partial Eviction

• Article 1556 deals with a case of partial eviction.

• Remedy of the Buyer:• 1. Rescission, but with the obligation

to return the thing sold without other encumbrances than those which it had when he acquired it;

• 2. Enforcement of Warranty- but warranty cannot be enforced until a final judgment has been rendered whereby the vendee loses the thing acquired or part thereof. (Article 1557)

• The same rule is observed when two or more things have been jointly sold for a limp sum, or for a separate price if it clear the buyer would not have purchased one without the other.

• Article 1558- The vendor shall not be obliged to make good the proper warranty, unless he is summoned in the suit for the eviction at the instance of the vendee.

• The buyer (defendant) shall ask, within the time fixed in the Rules for answering the complaint, that the seller be made co-defendant.

• The necessity of giving notice to the seller about the eviction case against the buyer is to give the seller the opportunity to show that the action is unjust.

• The notice must be the notice for the eviction not the notice in the suit for breach of warranty.

Rules in case of Non-apparent servitudes

• Article 1560- The defect contemplated in this Article is really a sort of “hidden defect” but remedy similar to that provided in case of eviction. The servitudes contemplated are not legal easement for these exist by virtue of the law. Therefore, it cannot be claimed that the buyer is ignorant.

• Remedies- If made within one year• 1. Rescission• 2. Damages• If made after one year- only

damages.• No remedy if the burden is

registered, except, if there is an express stipulation that the thing sold is free from all burdens and encumbrances.

• The rule in Article 1560 is applicable whether the sale be in a public or private instrument, or even made orally.

• But then, if it is an oral contract, it is understood that the vendee may just disregard the sale and can always raise the defense that the contract is unenforceable under the statute of fraud unless there is partial execution of the contract of sale and so the vendee may effect rescission as authorized by Article 1560.

• If the vendee chooses to ask for damages, Article 2201 of the Civil Code will apply which states that in contracts or quasi-contracts, the damages for which the obligor who acted in good faith is liable shall be those that are the natural and probable consequences of the breach, if in bad faith, obligor is liable for all damages attributable to the non-performance of the contract.

Warranty Against Hidden Defects

• Article 1561- Vendor is liable for warranty against hidden defects:

• 1. Should the thing sold is unfit for the use for which it was intended;

• 2. Should they diminish its fitness for such use to such an extent had the vendee been aware thereof, he would not have acquired it.

• However, the vendor is not liable for patent defects or those which are visible;

• For those not visible if the vendee is an expert, who by reason of his trade or profession should have known them.

• If the buyer examines the goods at the time of purchase, and question it only after 3 years, and the seller has not made any misrepresentation, there is no breach of warranty.

• Requisites to recover because of hidden defects:

• 1.The defect must be hidden (not known or could not have been known)

• 2.The defect must exist at the time of sale or when the sale was made;

• 3.The defect must ordinarily have been excluded from the contract;

• 4. The defect must be important (rendering the thing unfit or considerably decreases fitness)

• 5. The action must be instituted within the statute of limitations. (actions must be brought with six (6) months from delivery)

• Sale of specified goods under patent or other trade name, there is no warranty as to its fitness for any particular purpose, unless there is a stipulation.

Continuation-Hidden defects

• In case of sale by sample, if the seller is a dealer in goods of that kind, there is an implied warranty of “merchantability”.

• Vendor is liable for any hidden defects even though he is not aware of it unless there is a stipulation to the contrary and he is not aware of the hidden defects thereof.

• Article 1562-in a sale of goods, there is an implied warranty as to the quality or fitness of the goods:

• 1.when the buyer expressly or by implication makes known to the seller the particular purpose for which the goods are acquired, and it appears that the buyer relies on the seller skill or judgment (whether he be the grower or manufacturer or not);

• 2. Where the goods are bought by description from the seller who deals in goods of that description (whether he be the grower or manufacturer or not), there is an implied warranty that the goods shall be of merchantable quality.

• Effect of loss of the thing because of hidden defects- If the seller is aware of the defect, he shall bear the loss and shall be obliged to return the price and refund expenses of the contract with damages, if he is not aware of the defect, he shall only return the price and interest thereon and reimburse the expenses of the contract which the buyer might have paid.

• If the thing was lost thru fortuitous event or thru fault of the buyer, the buyer may demand from the seller the price paid less the value which the thing had when it was lost, If the seller acted in bad faith, he shall pay for damages.

• In judicial sale, the debtor is also liable for the defect less damages.

REDHIBITORY DEFECT

• Article 1576 first paragraph defines what is “redhibitory defect”.

• If the defect of animals, even in case a professional inspection has been made, should be of such a nature that expert knowledge is not sufficient to discover it, the defect shall be considered as redhibitory. But if the veterinarian, through ignorance or bad faith should fail to discover it, he shall be liable for damages.

• Article 1572-Sale of two or more animals together whether for lump sum or separate price:

• 1. A defect in one should not affect the others, unless the vendee would not have purchased one without the other.

• 2. A defect of a team, yoke or pair will affect the other.

• Article 1578- If the animal should die within three days after its purchase, the vendor shall be liable if the disease which cause the death existed at the time of the contract.

• Prescriptive period- the redhibitory action, based on faults or defects of animals, must be brought within forty (40) days from date of their delivery to the vendee.

• There is no warranty against hidden defects of animals sold fairs or at public auctions, or of livestock sold as condemned.

• The sale of animals suffering from contagious disease or the use or service for which they are acquired has been stated and they are found unfit therefore, shall be void.

OBLIGATIONS OF THE VENDEE

• Article 1582- the principal obligations of the vendee are:

• 1. To accept delivery• 2. To pay the price• When and where?- at the time and place

stipulated in the contract, if no time and place stipulated, at the time and place of the delivery.

• Unless agreed upon, the buyer is not bound to accept delivery of goods by installments.

• Rule if goods are delivered by installment (upon agreement) and are separately paid:

• 1.If seller makes defective deliveries in respect of one or more installments, depending on the terms and circumstances, if the breach is material the injured party is justified in refusing to proceed further and may sue for damages for breach of the entire contract.

• 2. If the buyer neglects or refuses without just cause to take delivery or pay one or more installments, depending on the circumstances and terms of the contract, if the breach is material, the injured party is justified in refusing to proceed further and may sue for damages for the entire contract.

• 3. If the breach is severable or if the breach is not material, the injured party may still proceed with the contract but may sue for compensation in proportion to the damage caused.

• The buyer has the right to examine the goods before accepting delivery unless there is a stipulation to the contrary. However, the buyer must always be afforded the opportunity to examine the goods. If goods shipped thru carrier is marked “collect on delivery”, the buyer must first pay the price before he can examine the goods, in the absence of any agreement or usage of trade permitting such examination.

Acceptance of Goods

• Article 1585- Three ways of accepting the goods:

• 1. Express acceptance• 2. When buyer does an act which

only an owner can do (that is when he exercise right of ownership over the goods)-implied acceptance

• 3. Failure to return after reasonable lapse of time.

• Even if buyer accepts the goods, the seller is not relieve of liability in damages or other legal remedy for breach of warranty or promise in a contract of sale.

• But if buyer fails to give notice of the breach within a reasonable time after the buyer knew or ought to know of such breach, the seller shall not be held liable therefore.

• If buyer justifiably refuses to accept the goods, he has no duty to return the goods to the seller, but he must notify the seller of such refusal. He may make himself also as the depositary of the goods, in which case, he must take care of the goods otherwise he is liable for any loss or damage.

• In what cases is the buyer liable for interest on the price between the delivery and payment? Article 1589 provides the answer.

• 1. Should it be stipulated• 2.should the thing sold produce fruits

or income• 3.should he be in default from the

time of judicial or extrajudicial demand.

Buyer rights to suspend paymentof the price

• Article 1590- provides for the grounds for suspension of payment of the price:

• 1. When vendee is disturbed in the possession or ownership of the thing acquired.

• 2. When he has reasonable ground to fear such disturbance, by a vindicatory action or foreclosure of mortgage.

• A mere act of trespass shall not authorize the suspension of the payment of the price.

• However, if the seller gives security or shall cause the disturbance to cease or it was stipulated that notwithstanding any contingency, the vendee shall be bound to make payment, the Buyer cannot suspend payment of the price.

• Should the vendor has reasonable ground to fear loss of immovable property and its price, he may ask for rescission of the sale.

• If there is no reasonable ground to fear the loss of the immovable and buyer has not paid the price, the seller may ask for rescission under Article 1191- the power to rescind is implied in reciprocal obligations.

• Article 1592 applies only to sale of real property not to contract to sell or promise to sell real property. Here, the vendee may pay, even after the expiration of the period to pay the price, so long as no demand for rescission of the contract has been made. The demand is for rescission not for the payment of the price.

Actions for breach of contractof sale of goods

• Article 1595-If buyer refuses to pay the price, the seller may sue for the payment of the price.

• Where the buyer wrongfully neglects or refuses to accept and pay for the goods, the seller may sue for damages for non-acceptance.

• The seller may hold the goods as depositary for the buyer and may sue for the payment of the price, if the buyer wrongfully neglects or refuses to accept or pay for the goods. He may also for rescission for failure of the buyer to fulfill his obligation.

• Article 1599-When there is breach of warranty by the seller, the buyer may, at his election:

• 1.Accept of keep the goods and maintain an action for damages against the seller;

• 2. Accept or keep the goods and may set up an action against the seller, the breach of warranty by way of recoupment in diminution or extinction of the price.

• 3. Refuse to accept the goods and sue the seller for breach of warranty and damages.

• 4.Rescind the contract and refuse to receive the goods or return the goods if already received.

• The remedy is not cumulative but alternative.

EXTINGUISHMENT OF SALE

• Article 1600- Sales are extinguished by the same causes as all other obligations, by those stated in the preceding articles, and by conventional or legal redemption.

• It states in general the three cases by which sale may be extinguished.

• The first case refers to the causes by which all other obligations may be extinguished like payment or performance, loss of the thing due, novation.

• The second case refers to those stated in the preceding articles like rescission for breach of contract or warranty.

• The third case refers to conventional or legal redemption hereinafter discussed.

• A contract of sale cannot be regarded as having been novated in the absence of a new contract between the buyer and the seller. (Osemena vs Court of Appeals, GR No.36545, Jan. 28, 1983)

• A claim for damages which resulted from a breach of a contract is considered a right which is inseparably annexed to every action for the fulfillment of the obligation. If, therefore, damages are not sought in the action to compel performance, it is clear said damages cannot be recovered in an independent action. (Daywalt vs Corporacion de PP Agustinos Recoletos, 39 Phil 587).

Conventional Redemption

• Article 1601- Conventional redemption shall take place when the vendor reserves right to repurchase the thing sold, with the obligation to comply with the provisions of article 1616 and other stipulations which may have been agreed upon.

• Article 1616- The vendor cannot avail himself of the right of repurchase without returning to the vendee the price of sale, and in addition:

• 1. The expenses of the contract, and any other legitimate payments made by reason of the sale;

• 2. The necessary and useful expenses made on the thing sold.

Conventional redemption is also called the right to redeem.

• The contract shall be presumed to be an equitable mortgage, in any of the following cases:

• 1. When the price of a sale with right to repurchase is usually inadequate;

• 2. When the vendor remains in possession as lessee or otherwise;

• 3.When upon or after the expiration of the right to repurchase another instrument extending the period of redemption or granting a new period is executed;

• 4. When the purchaser retains for himself a part of the purchase price;

• 5. When the vendor binds himself to pay the taxes on the thing sold;

• 6. In any other case where it may be fairly inferred that the real intention of the parties is that the transaction shall secure the performance or payment of debt or of any other obligation.

Continuation-ConventionalRedemption

• Effect of stipulation allowing the buyer to have the usufruct in the meantime:- The fact the buyer a retro has been given the right to enjoy usufruct of the land during the period of redemption, is far from being a factor favoring an equitable mortgage, is an argument in favor of a sale with pacto de retro, for usufruct is an element of ownership which is involved in a contract of sale. (Claridad v Novella, l-12666, May 22, 1959).

• What is an equitable mortgage?- One which although lacking in some formality, form or words, or other requisites demanded by a statute nevertheless reveals the intention of the parties to charge a real property as security for a debt, and contains nothing impossible or contrary to law.

• Remedy of reformation- to correct the instrument so as to make it express the true intent of the parties.

• The right to redeem-• 1. Time is agreed- period cannot exceed

ten years;• 2. No time agreed- four years from date of

contract.• The vendor may still exercise the right to

repurchase within 30 days from the time final judgment was rendered in a civil action on the basis that the contract was a true sale with right of repurchase. (Article 1606 of Civil Code)

• Example- “at anytime they have the money or he has the means- here there is time agreed although indefinite- cannot exceed 10 years to redeem.

• To register the consolidation of ownership, a judicial order is necessary.

Subrogation of Right underConventional Redemption

• Article 1609- The vendee is subrogated to the vendor’s rights and action.

• The creditor of the vendor cannot make use of the right of redemption against the vendee, until after they have exhausted the property of the vendor.

• In a right of repurchase, the vendee of a part of an undivided immovable whom acquires the whole thereof in cases of Article 498, may compel the vendor to redeem the whole property, if the latter wishers to make use of the right of redemption.

• If several persons, jointly and in the same contract, should sell an undivided immovable with a right of repurchase, none of them may exercise this right for more than his respective share. (Art.1612)

• Article 1613- gives the vendee the right to refuse to consent to partial redemption as stated in Article 1612.

• Article 1612- applies also to co-heirs who want to redeem the property sold by the deceased owner.

• Article 1614- gives the rule if buyer dies leaving several heirs. An heir can only be compelled to sell (allow redemption) of his own share but not the whole property unless the property was awarded to such heir alone.

• Article 1618- the vendor who recovers the thing sold shall receive it free from all charges or mortgages constituted by the vendee but he shall respect the lease which the latter may have executed in good faith.

Legal Redemption

• Article 1619- Legal redemption is the right to be subrogated, upon the same terms and conditions stipulated in the contract, in the place of one who acquires a thing by purchase or dation in payment, or by any other transaction whereby ownership is transmitted by onerous title.

• Legal redemption is created by law.• Examples- Article 1088- should

anyone of the heirs sell his hereditary rights, any or all of the co-heirs may be subrogated to the rights of the purchasers by paying him for the price of sale, provided they do so within one month from the time they were notified in writing of the sale of the vendor.

• Under the mortgage law, the right of mortgagor to redeem the property.

• A co-owner may exercise the right of redemption in case the shares of all the other co-owners or any of them, are sold to third person. If the price of the alienation is grossly excessive, the redemptioner shall pay only a reasonable one.

• Should two or more co-owners desires to exercise the right of redemption, they may do so only in proportion to the share they may respectively have in the thing owned in common.

• Legal redemption with respect to owners of adjoining lands involving a piece of rural land not exceeding one hectare, unless the grantee does not own any rural land. If two adjoining owners desires to redeem-the one in smaller area is preferred.

Continuation- Legal Redemption

• Whenever a piece of urban land which is so small and so situated that a major portion thereof cannot be used for any practical purpose within a reasonable time, having been bought merely for speculation, is about to be re-sold, the owner of the adjoining land has the right of preemption at a reasonable price. If the re-sale has been perfected, the owner of any adjoining land has a right of redemption also at a reasonable price.

• If two adjoining owners wish to exercise the right of preemption or redemption, the owner whose intended use best justified shall be preferred. Article 1622

• The right of legal redemption or preemption shall not be exercised within thirty days from the notice in writing by the prospective vendor or by the vendee, as the case may be.

• The deed of sale shall not be recorded in the Registry of property, unless accompanied by an affidavit of the vendor that he has given written notice thereof to all possible redemptioners.

• The right of redemption of co-owners excludes that of the adjoining owners.

• (See Article 1623 of the Civil Code)• Co-owners are preferred over

adjacent owners.

Assignment of Credits and other Incorporeal Rights

• Article 1624- An assignment of credits and other incorporeal rights shall be perfected in accordance with the provisions of Article 1475.

• Article 1475- contracts of sale are perfected at the moment there is a meeting of the minds upon the thing which is the object and upon the price.

• An assignment of credit, right or action shall produce no effect as against third persons unless it appears in a public instrument or the instrument is recorded in the Registry of Property in case assignment involves real property.

• The debtor who, before having knowledge of the assignment, pays his creditor shall be released from the obligation.

• The assignment of credit includes all accessory rights such as guaranty, mortgage, pledge or preference.

• Warranties of a vendor in good faith:• 1. Existence and legality of the

credits at the time of sale or assignment, unless it was sold as doubtful;

• 2. The solvency of the debtor if stipulated expressly;

• Duration of the warranty for debtor’s solvency;

• 1. Time agreed upon;• 2. If no time agreed, one (1) year

from assignment if debt is already due; and one (1) year from maturity if debt is not yet due.

Continuation- Assignment of Credits

• Article 1630- refers to sale of future inheritance without enumerating the things of which it is composed. This is allowed but if there is enumerated list of future inheritance, that is prohibited.

• The heir who sells his future inheritance is only answerable for his character as an heir-meaning he is personally answerable.

• Sale for a lump sum of the whole of certain rights, rents or products, warrants the legitimacy of the whole; and, in case of eviction from the whole or part of greater value.

• An heir who sold his inheritance and profited by some of the fruits or received anything from the inheritance sold shall pay the vendee thereof, unless there is contrary stipulation.

• When a credit or other incorporeal right in litigation is sold, the debtor shall have a right to extinguish it by reimbursing the assignee for the price the latter paid therefore, the judicial cost incurred and interest on the price from the day on which the same was paid.

• The debtor may exercise his right within thirty (30) days from the date the assignee demands payment from him. Article 1634.

• A credit or other incorporeal right shall be considered in litigation from the time the complaint concerning the same is answered.

• Article 1634 does not apply to cases enumerated in Article 1635 like sale to the co-heir or co-owner; sale to creditor in payment of debt (dacion en pago); to the possessor of a tenement or piece of land which is subject to the right in litigation assigned. Ex. A owed B. B attached the property and was sold to C, who also acquired the credit. A cannot redeem.