CHAPTER 2

CAPACITY TO BUY OR SELL

Art. 1489. All persons who are authorized in this Code to obligate themselves, may
enter into a contract of sale, saving the modifications contained in the following
articles.

Where necessaries are those sold and delivered to a minor or other person without
capacity to act, he must pay a reasonable price therefor. Necessaries are those
referred to in Article 290. (1457a)

Art. 1490. The husband and the wife cannot sell property to each other, except:

(1) When a separation of property was agreed upon in the marriage

settlements; or

(2) When there has been a judicial separation or property under Article 191.
(1458a)

Art. 1491. The following persons cannot acquire by purchase, even at a public or
judicial auction, either in person or through the mediation of another:
(1) The guardian, the property of the person or persons who may be under
his guardianship;

(2) Agents, the property whose administration or sale may have been
entrusted to them, unless the consent of the principal has been given;

(3) Executors and administrators, the property of the estate under

administration;

(4) Public officers and employees, the property of the State or of any
subdivision thereof, or of any government-owned or controlled corporation, or
institution, the administration of which has been intrusted to them; this
provision shall apply to judges and government experts who, in any manner
whatsoever, take part in the sale;

(5) Justices, judges, prosecuting attorneys, clerks of superior and inferior

courts, and other officers and employees connected with the administration of
justice, the property and rights in litigation or levied upon an execution before
the court within whose jurisdiction or territory they exercise their respective
functions; this prohibition includes the act of acquiring by assignment and
shall apply to lawyers, with respect to the property and rights which may be
the object of any litigation in which they may take part by virtue of their
profession.

(6) Any others specially disqualified by law. (1459a)

Art. 1492. The prohibitions in the two preceding articles are applicable to sales in
legal redemption, compromises and renunciations. (n)

CHAPTER 3
EFFECTS OF THE CONTRACT
WHEN THE THING SOLD HAS BEEN LOST

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. (1460a)

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

(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. (n)

CHAPTER 4
OBLIGATIONS OF THE VENDOR

SECTION 1. - 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. (1461a)

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. (n)

SECTION 2. - 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. (1462a)

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. (1463a)
Art. 1499. The delivery of 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. (1463a)

Art. 1500. There may also be tradition constitutum possessorium. (n)

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 a delivery. (1464)

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 of 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. (n)

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 a reasonable time
is a question of fact. (n)

Art. 1503. When 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 a 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 obligations 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 transmits 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 lading, or goods from the buyer will obtain the ownership in the
goods, although the bill of exchange has not been honored, provided that such
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. (n)

Art. 1504. Unless otherwise agreed, the goods remain at the seller's risk until the
ownership therein is transferred to the buyer, but when the ownership therein is
transferred to the buyer the goods are at the buyer's risk whether actual delivery has
been made or not, except that:

(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
obligations under the 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 in fault. (n)

Art. 1505. Subject to the provisions of this Title, where goods are sold by a person
who is not the owner thereof, and who does not sell them under authority or with the
consent of the owner, the buyer acquires no better title to the goods than the seller
had, unless the owner of the goods is by his conduct precluded from denying the
seller's authority to sell.

Nothing in this Title, however, shall affect:

(1) The provisions of any factors' act, recording laws, or any other provision
of law enabling the apparent owner of goods to dispose of them as if he were
the true owner thereof;

(2) The validity of any contract of sale under statutory power of sale or under
the order of a court of competent jurisdiction;

(3) Purchases made in a merchant's store, or in fairs, or markets, in

accordance with the Code of Commerce and special laws. (n)