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Obligations of the Vendor Principal Obligations of the Vendor 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. a. transfer the ownership (tradicion) of the determinate thing b. deliver the thing c. warrant against eviction and against hidden defects (1495, 1547) d. take care of the thing pending delivery (1163) e. pay for the expenses of execution and registration except if there is a contrary stipulation (1487) I Delivery

by virtue of a just title to one who accepts the same Importance: necessary to enable the buyer to enjoy and make use of the property purchased

2. Constructive or legal Requires the following: Seller must have control over the thing Buyer must be put under control There must be an intention to deliver the thing for purposes of ownership Ways of Doing Constructive Delivery a. execution of a public document/ legal formalities (1498) b. symbolical tradition/ traditio symbolica (1498) c. traditio longa manu (1499) d. traditio brevi manu (1499) e. traditio constitutum possessorium (1500) f. quasi-delivery or quasi-traditio (1501) Constructive Delivery a. Execution of a public document/ legal formalities

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 transferred from the vendor to the vendee.
1478: parties may stipulate that despite delivery, ownership will not be transferred to the buyer until full payment of the purchase price Failure to Deliver if there is a period stipulated within which to deliver and the seller fails to do the same, he cannot demand for the payment of the price and there can be a rescission of the sale if the seller fails to deliver without fault on the part of the buyer, the latter may ask for rescission Kinds of Delivery 1. Actual or real

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.
Public Instrument one which is acknowledged before a notary public or an official authorized to administer oath, by the person who executed the same Exception: if it appears from the document or if it can be inferred that it was not the intention to make delivery b. Symbolic tradition/ traditio symbolica

Art. 1497. The thing sold shall be understood as delivered, when it is placed in the control and possession of the vendee.
Mode of acquiring ownership, as a consequence of certain contracts such as sale, by virtue of which, actually or constructively, the object is placed in the control and possession of the vendee Derivative mode of acquiring ownership by virtue of which one who has a right and intention to alienate a corporeal thing transmits

Art. 1498 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.
Pertains to movable things to effect delivery, the parties make use of a token symbol to represent the thing delivered

c.

Traditio Brevi Manu and Longa Manu

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.


d. Traditio Longa Manu Delivery of thing by mere consent or agreement of the contracting parties (if the thing sold cannot be transferred to the possession of the buyer at the time of the sale) when seller points to the property without need of actually delivering e. Traditio Brevi Manu Before contract of sale, the would be buyer was already in possession of the would be subject matter of sale (ex: as lessee) Buyer has already the possession of the thing sold by virtue of another title; instead of turning over the thing to the seller so that the latter may in turn deliver it back to him f. Constitutum Possessorium

Art. 1500. There may constitutum possessorium.


also

be

tradition

at the time of perfection of contract, seller continues to hold possession merely as a holder opposite of brevi manu; vendor continues in possession of the property sold not as an owner but in some other capacity instead of the vendor delivering the thing to the vendee so that the latter may in turn deliver it back to the vendor

g. Quasi Traditio

Art. 1501. With respect to incorporeal property, the provisions of the first paragraph of article 1498 shall govern. In any other case wherein said provisions are not applicable, the placing of the titles of ownership in the possession of the vendee or the use by the vendee of his rights, with the vendor's consent, shall be understood as a delivery.
Pertains to Intangibles/ incorporeal property Delivery done either by: 1. execution of a public document 2. quasi-delivery or quasi-traditio o placing the titles of ownership in the possession of the vendee o by allowing the vendee to use his rights as new owner with the consent of the vendor

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.

II Reservation of Ownership Applies to sale of specific goods General Rule: delivery transfers ownership

Exceptions:

delivery to the carrier delivery to the seller contrary intention appears pars. 2, 3 and 4of Art. 1503

is

deemed

Instances when seller is still the owner despite delivery A. By Express stipulation B. When under the bill of lading, the goods are deliverable to the seller or agent or their order. The seller or his agent is the consignee If the seller directs the carrier to redeliver goods at their destination to the seller himself or to his order intention: carrier shall be bailee for the seller; seller remains the owner C. Buyer or his agent is the consignee but seller retains the bill of lading Although the bill of lading states that the goods are to be delivered to buyer or his agent, it is kept by the seller or his agent Seller retains right to the possession of the goods, Buyer is unable to obtain the goods without the bill D. When the Bill of exchange drawn on the buyer for the price, is transmitted together with the bill of lading to the buyer to secure payment of the BE but does not honor the BE Ownership is retained by the seller until the BE is paid

the posssession of a movable property acquired in good faith is equivalent to title. 4. Where the sale is made at merchants stores, fairs or markets 5. Where the seller has a voidable title which has not be avoided at the time of the sale (Art. 1506) e.g. sale by a person relatively incapacitated and one in good faith and for value purchases the goods 6. When seller subsequently acquires title

IV Documents of Title A document in which it is stated that the goods referred to therein will be delivered to the bearer or to the order of any person named in such document not creation of law but by merchants to allow them to deal with merchandise without having to physically carry them around pertains to specific type of movables only : GOODS includes Any bill of lading Dock warrant Quedan Warehouse Receipt or order Any document used as proof of possession or as authority to transfer the goods represented in the document

What it 1. 2. 3. 4. 5.

III Other Obligations of the vendor Sale by a person not the owner (Art. 1505) General Rule: No one can give what he does not own Exceptions 1. Estoppel When the owner of the goods is, by his conduct, precluded from denying the sellers authority to sell (e.g. judicial admissions, by deed etc.) 2. Where the law enables the apparent owner to dispose of the goods as if he were the true owner thereof. (governed by the law on agency and recording laws like PD 1529) 3. When the sale is sanctioned by statutory or judicial authority e.g. Article 559 of Civil Code

How Document of Title is negotiated 1. Mere delivery a. If deliverable to bearer b. If deliverable to the order of a certain person and that person has indorsed it in blank or indorsed it to bearer 2. Indorsement PLUS delivery Forms 1. Negotiable a) even if the face of the instrument says NONNEGOTIABLE, it is still NEGOTIABLE; limiting words does not destroy negotiability b) if the document of title is an order instrument and no endorsement was made it is merely equivalent to assignment 2. Non-negotiable

Negotiation vs. Assignment

Exception: specific goods were in some place other than where the parties were at the time of the perfection of the contract 4. In any other case: sellers residence there is sufficient delivery when a fortuitous event prevents delivery at the actual place agreed upon, forcing the delivery at a place near the original there is sufficient delivery when the original place is changed but the buyer accepted the goods at a different place without complaint so long as the seller was in good faith

Important considerations 1. Negotiation gives better right than assignment 2. Assignee takes document with defects of the assignor 3. Obligation of bailee bailee is immediately bound by the document Warranties in negotiation 1. That the document is genuine 2. That he has a 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 4. That he has the right to transfer title to goods and goods are merchantable/fit - Indorser does not warrant that bailee or previous indorsers will fulfill their obligation Rules on attachment If document is negotiable and the goods are in possession of the bailee: GR: No attachment or levy except a. If the document is surrendered to the bailee b. Negotiation of the document is enjoined c. It is impounded by the courts - Purchaser in good faith and for value will not be affected by infirmity of negotiation

VI Time of Delivery 1. If there is an agreement, then follow the agreement 2. No agreement, within reasonable time reasonable time depends upon the circumstances attending the transaction such as o character of the goods o purpose intended o ability of the seller to produce the goods o transportation facilities o distance thru which the goods must be carried o usual course of business in a particular trade Goods in the possession of third person in order for there to be delivery (constructive), the third person must acknowledge that he holds the goods on behalf of the buyerotherwise: seller shall not have complied with his duty to deliver yet applies only to existing goods in the hands of a third person, not to goods to be manufactured demand or tender of delivery to be effectual must be made at a reasonable hour of the day seller bears the expenses to place the thing in a deliverable condition

V Place of Delivery 1. If there is an agreement, express or implied, then follow the agreement 2. No agreement, get the usage of trade 3. No agreement or prevalent usage, buyer must get them at the sellers business place or residence

VII Delivery to Carrier

Art. 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 case provided for in Article 1503, first, second and third paragraphs, 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 omits to do so, and the goods are lost or damaged in the course of transit, the buyer may decline to treat the delivery to the carrier as a 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 knows or ought to know that it is usual to insure, the seller must give such notice to the buyer as may enable him to insure them during their transit, and, if the seller fails to do so, the goods shall be deemed to be at his risk during such transit.

f.o.b. at the place of destination seller must


pay for the freight

VIII Unpaid Seller

Art. 1525. The seller of goods is deemed to be an unpaid seller within the meaning of this Title: When the whole of the price has not been paid or tendered; 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 the dishonor of the instrument, the insolvency of the buyer, or otherwise. In Articles 1525 to 1535 the term "seller" includes an agent of the seller to whom the bill of lading has been indorsed, or a consignor or agent who has himself paid, or is directly responsible for the price, or any other person who is in the position of a seller.
is still an unpaid seller even if part of the price has been paid or tendered Mere delivery of a negotiable instrument does not extinguish the obligation to pay because it may be dishonored

General Rule: Delivery to the Carrier is Delivery to the Buyer Exceptions: 1. Contrary Intent 2. Paragraphs 1 & 2 of Article 1503 (reservation of ownership) Kinds of Delivery to Carrier 1. C.I.F. cost, insurance, freight Price covers not only the price of goods but the expenses of freight and insurance All charges up to the place of destination must be paid by the seller 2. F.O.B. free on board Goods are to be delivered free of expense to the buyer to the point where they are FOB Either: f.o.b. at the place of shipment buyer must pay the freight f.o.b. alongside (the vessel) the moment the goods are brought alongside the vessel, the buyer must pay for the freight or expenses (a.k.a. FAS)

Rights of an Unpaid Seller

Art. 1526. Subject to the provisions of this Title, notwithstanding that the ownership in the goods may have passed to the buyer, the unpaid seller of goods, as such, has: o A lien on the goods or right to retain them for the price while he is in possession of them; o In case of the insolvency of the buyer, a right of stopping the goods in transitu after he has parted with the possession of them; o A right of resale as limited by this Title; o A right to rescind the sale as likewise limited by this Title. Where the ownership in the goods has not passed to the buyer, the unpaid seller has, in addition to his other remedies a right of withholding delivery similar to and coextensive with his rights of lien and stoppage in transitu where the ownership has passed to the buyer.
Subject Matter: Movables (In General)

No man may not take law in his own hands, he must seek remedy through courts Exception: Doctrine of Self Help; Special Remedies

Instances when possessory lien is lost

Requisites for the availment of Remedies: Subject matter goods Seller is unpaid not completely paid or received negotiable instrument under a condition & condition has been breached by reason of dishonor Physical possession of goods is with seller Remedies 1. possessory lien if seller is no longer in possession, he retains a lienpreferred creditor 2. stoppage in transitu 3. special right of re-sale 4. special right to rescind Remedies of an Unpaid Seller 1. Possessory Lien Seller not bound to deliver if buyer has not paid him the price Right to retain cannot be availed when seller does not have custody; remains only so long as the property is still with the vendor Exercisable only under the circumstances provided for in Arts. 1527 and 1528 of the NCC

Art. 1529. The unpaid seller of goods loses his lien thereon: When he delivers the goods to a carrier or other bailee for the purpose of transmission to the buyer without reserving the ownership in the goods or the right to the possession thereof; When the buyer or his agent lawfully obtains possession of the goods; By waiver thereof. The unpaid seller of goods, having a lien thereon, does not lose his lien by reason only that he has obtained judgment or decree for the price of the goods.
Only possessory lien is lost; seller still has a lien on the price Delivery to carrier but seller reserved the right of ownership: does not lose possessory lien Bringing an action for collection of the price is not a way of losing possessory lien Waiver loses lien when he parts with goods (still has stoppage in transitu)

2. Right of Stoppage in Transitu

Art. 1527. Subject to the provisions of this Title, the unpaid seller of goods who is in possession of them is entitled to retain possession of them until payment or tender of the price in the following cases, namely: Where the goods have been sold without any stipulation as to credit; Where the goods have been sold on credit, but the term of credit has expired; Where the buyer becomes insolvent. The seller may exercise his right of lien notwithstanding that he is in possession of the goods as agent or bailee for the buyer. Art. 1528. Where an unpaid seller has made part delivery of the goods, he may exercise his right of lien on the remainder, unless such part delivery has been made under such circumstances as to show an intent to waive the lien or right of retention.

Art. 1530. Subject to the provisions of this Title, when the buyer of goods is or becomes insolvent, the unpaid seller who has parted with the possession of the goods has the right of stopping them in transitu, that is to say, he may resume possession of the goods at any time while they are in transit, and he will then become entitled to the same rights in regard to the goods as he would have had if he had never parted with the possession.
vendor may resume possession of the goods while they are in transit when the buyer is or becomes insolvent basis: injustice of allowing the buyer to acquire ownership and possession when he has not paid and cannot pay insolvency need not be judicially declared

Requisites for the exercise of the right to stoppage in transitu 1. Seller must be unpaid 2. Buyer must be insolvent (is/becomes insolvent) 3. Goods are in transit

4. Seller must either actually take possession of the goods sold or give notice of his claim to the carrier or other person in possession 5. Seller must surrender the negotiable document of title, if any, issued by the carrier or bailee 6. Seller must bear the expense of delivery of the goods after the exercise of the right When are goods in transit

with the buyer to give up possession of the whole of the goods.


How right to stoppage exercised

Art. 1531. Goods are in transit within the meaning of the preceding article: o 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 in that behalf, takes delivery of them from such carrier or other bailee; o 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.
When goods are no longer in transit

Goods are no longer in transit within the meaning of the preceding article: o If the buyer, or his agent in that behalf, obtains delivery of the goods before their arrival at the appointed destination; o If, after the 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; and it is immaterial that further destination for the goods may have been indicated by the buyer; o If the carrier or other bailee wrongfully refuses to deliver the goods to the buyer or his agent in that behalf. o If the goods are delivered to a ship, freight train, truck, or airplane chartered by the buyer, it is a question depending on the circumstances of the particular case, whether they are in the possession of the carrier as such or as agent of the buyer. o If part delivery of the goods has been made to the buyer, or his agent in that behalf, the remainder of the goods may be stopped in transitu, unless such part delivery has been under such circumstances as to show an agreement

Art. 1532. The unpaid seller may exercise his right of stoppage in transitu either by obtaining actual possession of the goods or by giving notice of his claim to the carrier or other bailee in whose possession the goods are. Such notice may be given either to the person in actual possession of the goods or to his principal. In the latter case the notice, to be effectual, must be given at such time and under such circumstances that the principal, by the exercise of reasonable diligence, may prevent a delivery to the buyer. When notice of stoppage in transitu is given by the seller to the carrier, or other bailee in possession of the goods, he must redeliver the goods to, or according to the directions of, the seller. The expenses of such delivery must be borne by the seller. If, however, a negotiable document of title representing the goods has been issued by the carrier or other bailee, he shall not obliged to deliver or justified in delivering the goods to the seller unless such document is first surrendered for cancellation.
1. Obtain actual possession of goods 2. Give notice of claim to carrier / bailee in possession thereof Notice by seller to buyer is not required; notice to carrier is essential To whom notice is given: >person in actual possession of the goods >his principal (notice must be given at such time and under such circumstances that he, through reasonable diligence, may communicate it to his agent Effects of the exercise of the right of stoppage in transitu 1. goods are no longer in transitu 2. contract of carriage ends; carrier becomes baliee 3. carrier should not deliver to buyer or his agent anymore; otherwise, he will be liable for damages 4. carrier must redeliver to or according to the instructions of the seller 3. Special Right to Resell

Art. 1533. Where the goods are of perishable nature, or where the seller expressly reserves the

right of resale in case the buyer should make default, or where the buyer has been in default in the payment of the price for an unreasonable time, an unpaid seller having a right of lien or having stopped the goods in transitu may resell the goods. He shall not thereafter be liable to the original buyer upon the contract of sale or for any profit made by such resale, but may recover from the buyer damages for any loss occasioned by the breach of the contract of sale. Where a resale is made, as authorized in this article, the buyer acquires a good title as against the original buyer. It is not essential to the validity of resale that notice of an intention to resell the goods be given by the seller to the original buyer. But where the right to resell is not based on the perishable nature of the goods or upon an express provision of the contract of sale, the giving or failure to give such notice shall be relevant in any issue involving the question whether the buyer had been in default for an unreasonable time before the resale was made. It is not essential to the validity of a resale that notice of the time and place of such resale should be given by the seller to the original buyer. The seller is bound to exercise reasonable care and judgment in making a resale, and subject to this requirement may make a resale either by public or private sale. He cannot, however, directly or indirectly buy the goods.
Requisites 1. seller is unpaid 2. has either a right of possessory lien or stoppage in transitu 3. can be exercised only under any of the following cases: o goods are perishable (of a nature that they deteriorate rapidly) o parties have stipulated the right of resale in case buyer defaults (legal delay) in payment o buyer in default for unreasonable time rule refers to right not the duty to resell deficiency in price may be obtained as damages/ may sue buyer for the balance; excess goes to the seller notice by seller to buyer not essential 4. Special Right to Rescind

Art. 1534. An unpaid seller having the right of lien or having stopped the goods in transitu, may rescind the transfer of title and resume the ownership in 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 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 the 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 that such overt act should be communicated to the buyer, but the giving or failure to give notice to the buyer of the intention to rescind shall be relevant in any issue involving the question whether the buyer had been in default for an unreasonable time before the right of rescission was asserted.
Requisites 1. seller is unpaid 2. has either a right of possessory lien or stoppage in transitu 3. can be exercised only under any of the following cases: o express stipulation or reservation o unreasonable default seller resumes ownership buyer may be held liable for damages in case of loss

what should be done in order to rescind the transfer of title: o notice to the buyer o overt act showing an intention to rescind why special? ownership of goods already with buyer but seller may still rescind; ownership is destroyed even without court intervention but in ordinary sale, need to go to court to destroy transfer of ownership Effect of disposal by buyer

Art. 1535. Subject to the provisions of this Title, the unpaid seller's right of lien or stoppage in transitu is not affected by any sale, or other disposition of the goods which the buyer may

have made, unless the seller has assented thereto. If, however, a negotiable document of title has been issued for goods, no seller's lien or right of stoppage in transitu shall defeat the right of any purchaser for value in good faith to whom such document has been negotiated, whether such negotiation be prior or subsequent to the notification to the carrier, or other bailee who issued such document, of the seller's claim to a lien or right of stoppage in transitu.
General Rule: Unpaid sellers right of lien or stoppage in transit remains even if the buyer has sold or disposed of the goods Exceptions: 1. seller has given his consent to the sale or disposition 2. purchaser (includes a mortgagee or pledge) is a buyer for value in good faith of a negotiable document of title

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; and, in the absence thereof, to the person who presents the oldest title, provided there is good faith.

Requisites 1. exactly same subject matter 2. exactly same immediate seller 3. buyers represent conflicting interest 4. both sales are valid Rules on double sale General Rule: first in time, priority in right 1. MOVABLE o The first to posses in good faith is the owner 2. IMMOVABLE o First to register in good faith o In the absence of registration, the first to possess in good faith o No registration & no possession in good faith Person who presents oldest title in good faith

If the goods are delivered to a ship, freight train, truck, or airplane chartered by the buyer, it is a question depending on the circumstances of the particular case, whether they are in the possession of the carrier as such or as agent of the buyer. If part delivery of the goods has been made to the buyer, or his agent in that behalf, the remainder of the goods may be stopped in transitu, unless such part delivery has been under such circumstances as to show an agreement with the buyer to give up possession of the whole of the goods.

X Conditions

Art. 1545. Where the obligation of either party to a contract of sale is subject to any condition which is not performed, such party may refuse to proceed with the contract or he may waive performance of the condition. If the other party has promised that the condition should happen or be performed, such first mentioned party may also treat the nonperformance of the condition as a breach of warranty.

IX Double Sale

Art. 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 property. Should it be immovable property, the ownership shall belong to the person acquiring it

Where the ownership in the thing has not passed, the buyer may treat the fulfillment by the seller of his obligation to deliver the same as described and as warranted expressly or by implication in the contract of sale as a condition of the obligation of the buyer to perform his promise to accept and pay for the thing.

Condition: An uncertain event or contingency on the happening of which the obligation of the contract depends. The obligation does not attach until the condition is performed

1. If the condition is not performed, the innocent party has the following options: o refuse to proceed with the contract o waive the performance of the condition 2. If the condition is in the nature of a promise that is should happen, the non performance of the condition may be treated as a breach of warranty only

have and enjoy the legal and peaceful possession of the thing; An implied warranty that the thing shall be free from any hidden faults or defects, or any charge or encumbrance not declared or known to the buyer.

XI Warranties Express Warranty

This Article shall not, however, be held to render liable a sheriff, auctioneer, mortgagee, pledgee, or other person professing to sell by virtue of authority in fact or law, for the sale of a thing in which a third person has a legal or equitable interest.

Art. 1546. Any affirmation of fact or any 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 upon by the buyer.
Requisites 1. it must be an affirmation of fact or any promise by seller relating to the subject matter of sale 2. natural tendency of affirmation or promise is to induce buyer to purchase subject matter 3. buyer purchases the subject matter relying thereon Dealers talk cannot be considered as an express warranty little exaggeration is allowed by law as a concession to human nature: caveat emptor (let the buyer beware) Mere expression of opinion does not import a warranty Except if seller is an expert and opinion was relied upon by the buyer

Implied Warranty deemed included in all contracts of sale whether parties are actually aware or not, whether they were intended or not by operation of law/ law attaches an obligation which is not expressed in any words prescribes in 10 years Kinds 1. warranty that seller has a right to sell/warranty as to sellers title 2. warranty against eviction (1548) 3. warranty against hidden defects or unknown encumbrances (1561) 4. warranty as to fitness or merchantability (1562) A. Warranty as to Sellers Title Warranty that seller has a right to sell/warranty as to sellers title refers to consummation stage since in consummation stage, it is where ownership is transferred by tradition not applicable to sheriff, auctioneer, mortgagee, pledge Warranty against encumbrances (non- apparent) Requisites: a. immovable sold is encumbered with non apparent burden or servitude not mentioned in the agreement b. nature of nonapparent servitude or burden is such that it must be presumed that the buyer would not have acquired it had he been aware thereof when breach of warranty exist: buyer may ask for rescission or indemnity warranty not applicable when non apparent burden or servitude is recorded in the Registry of Property unless there is express warranty

Implied Warranties

Art. 1547. In a contract of sale, unless a contrary intention appears, there is: o 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

that the thing is free from all burdens & encumbrances B. Warranty Against Eviction

Art. 1548. Eviction shall take place whenever by a 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 of a 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.
Essential Elements 1. The vendee is deprived in whole or in part of the thing purchased 2. He is so deprived by virtue of final judgement 3. The judgment is based on a right prior to the sale or an act imputable to the vendor 4. The vendor was summoned in the suit for eviction at the instance of the vendee 5. There is no waiver on the part of the vendee Vendor is responsible for: 1. His own acts 2. Those of his predecessor-in-interest For what is the Vendor responsible for a. Value b. Income or fruits c. Costs d. Expenses e. damages Some rules Art. 1549. The vendee need not appeal from

unless it is otherwise decreed in the judgment. Art. 1553. Any stipulation exempting the vendor from the obligation to answer for eviction shall be void, if he acted in bad faith.

C. Warranty against Hidden Defects

Art. 1561. The vendor shall be responsible for warranty against the hidden defects which the thing sold may have, should they render it unfit for the use for which it is intended, or should they diminish its fitness for such use to such an extent that, had the vendee been aware thereof, he would not have acquired it or would have given a lower price for it; but said vendor shall not be answerable for patent defects or those which may be visible, or for those which are not visible if the vendee is an expert who, by reason of his trade or profession, should have known them.
Requisites 1. Defect must be hidden o Not known and could not have been known 2. Must exist at the time the sale was made 3. Defect must be important/serious o Renders the thing unfit or considerably decreases fitness o unfit for the use: use must have been stated in the contract or can be inferred from the nature of the object or occupation of the buyer 4. Vendee must give notice of defect to the vendor within reasonable time 5. Action must be instituted within the statute of limitations o Art. 1571. Actions arising from the

the decision in order that the vendor may become liable for eviction. Art. 1550. When 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. Art. 1551. If the property is sold for nonpayment of taxes due and not made known to the vendee before the sale, the vendor is liable for eviction. Art. 1552. The judgment debtor is also responsible for eviction in judicial sales,

provisions of the preceding ten articles shall be barred after six months, from the delivery of the thing sold.
(rescission/ reduction of the price) o

Art. 1577. The redhibitory action, based on the faults or defects of animals, must be brought within forty days from the date of their delivery to the vendee.

Important considerations SELLER does not warrant patent defect; caveat emptor When defect is visible or even if not visible but buyer is an expert by reason of his trade or profession, seller is not liable

Subject matter may be movable or immovable Had the buyer been aware, he would not have acquired it or would have given a lower price obligation of seller for breach depends on whether he has knowledge of such defect or not o seller is aware seller should return price & refund expenses of contract with damages o seller is not aware - seller should return price and interest & refund expenses ( no damages ) buyer may elect between withdrawing from contract or demanding proportionate reduction of price with damages in either case applicable to judicial sale except that judgment debtor not liable for damages

Implied warranty of fitness 1. There is an implied warranty that the goods are reasonably fit for a particular purpose: 2. Buyer, expressly or by implication, makes known to the seller the particular purpose for which the goods are acquired buyer relies upon the sellers skill or judgment whether he be the grower or manufacturer or not goods are suitable for the special purpose of the buyer which will not be satisfied by mere fitness for general purpose Quality of goods - state or condition Purpose for holding seller liable: promote high standard of business and discourage unfair dealings D.2. Warranty of Merchantability

Knowledge of Defect

Art. 1566. The vendor is responsible to the vendee for any hidden faults or defects in the thing sold, even though he was not aware thereof. This provision shall not apply if the contrary has been stipulated, and the vendor was not aware of the hidden faults or defects in the thing sold
Caveat venditor: vendor is liable to the vendee for any hidden faults or defects in the thing sold even though he was not aware thereof ignorance of the defect or good faith cannot be availed of as a defense Reason: seller has to repair the damage done Exception: vendor acted in good faith

Art. 1563. In the case of contract of sale of a specified article under its patent or other trade name, there is no warranty as to its fitness for any particular purpose, unless there is a stipulation to the contrary.
Implied warranty of merchantability 1. Goods are bought by description 2. Requires identity between what is described in the contract and what is tendered Buyer defines what he wants by means of a trade name or any other way: exercised his own judgment instead of relying upon that of the seller fit for the general purpose of a thing

D.1. Implied warranty of fitness

Art. 1562. In a sale of goods, there is an implied warranty or condition as to the quality or fitness of the goods, as follows: Where 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's skill or judgment (whether he be the grower or manufacturer or not), there is an implied warranty that the goods shall be reasonably fit for such purpose; Where the goods are brought by description from a 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.

Usage of Trade

Art. 1564. An implied warranty or condition as to the quality or fitness for a particular purpose may be annexed by the usage of trade.
Usage of trade - A trade practice that is so common in a particular region or vocation that an expectation of its being followed in a given transaction is justified; a usual and customary practice or set of practices connected with a particular type of business or trade; for example, in mortgage loan transactions it is customary for the borrower to pay for an appraisal of the value of the property Reason: parties are presumed to be acquainted with the usages of trade

has been stated in the contract, and they are found to be unfit therefor.
Sale by Sample

Art. 1565. In the case of a contract of sale by sample, if the seller is a dealer in goods of that kind, there is an implied warranty that the goods shall be free from any defect rendering them unmerchantable which would not be apparent on reasonable examination of the sample.
Sale by sample: goods must be like the sample Latent defect (inspection will not reveal): buyer is entitled not simply to the goods like the sample but to goods like those which the sample seem to represent merchantable goods of that kind and character

Art. 1577. The redhibitory action, based on the faults or defects of animals, must be brought within forty days from the date of their delivery to the vendee. This action can only be exercised with respect to faults and defects which are determined by law or by local customs. Art. 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. Art. 1579. If the sale be rescinded, the animal shall be returned in the condition in which it was sold and delivered, the vendee being answerable for any injury due to his negligence, and not arising from the redhibitory fault or defect. Art. 1580. In the sale of animals with redhibitory defects, the vendee shall also enjoy the right mentioned in article 1567; but he must make use thereof within the same period which has been fixed for the exercise of the redhibitory action.
accion redhibitoria/ rescission plus damages accion quanti minoris demand proportionate reduction in the price plus damages

XII Defects in Animals Redhibitory Defect

Art. 1572. If two or more animals are sold together, whether for a lump sum or for a separate price for each of them, the redhibitory defect of one shall only give rise to its redhibition, and not that of the others; unless it should appear that the vendee would not have purchased the sound animal or animals without the defective one. The latter case shall be presumed when a team, yoke pair, or set is bought, even if a separate price has been fixed for each one of the animals composing the same.
Art. 1576. If the hidden 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 or disclose it, he shall be liable for damages.

Art. 1581. The form of sale of large cattle shall be governed by special laws.
- (Cow, Carabao, Horse, Mule, Ass, domesticated member of the Bovine Family) or other

XIII Remedies in case of breach Subject Matter: Sale of Movables (In General) Remedies of Unpaid Seller 1. possessory lien 2. stoppage in transitu 3. special right of re-sale 4. special right to rescind Subject Matter: Sale of Movables on Instalment Remedies of Unpaid Seller

Art. 1574. There is no warranty against hidden defects of animals sold at fairs or at public auctions, or of live stock sold as condemned. Art. 1575. The sale of animals suffering from contagious diseases shall be void. A contract of sale of animals shall also be void if the use or service for which they are acquired

1. Specific Performance/ Exact fulfillment should the buyer fail to pay 2. Rescission/ Cancel the sale if buyer fails to pay 2 or more installments 3. Foreclose on chattel mortgage if buyer fails to pay 2 or more installments Subject Matter: Sale of Immovables (In General) Remedies of Seller 1. Anticipatory breach Seller has reasonable grounds to fear loss of immovable sold & its price sue for RESCISSION 2. Non payment of price RESCISSION Remedies of Buyer 1. Disturbed in possession or with reasonable grounds to fear disturbance SUSPEND PAYMENT 2. In case of subdivision or condo projects If real estate developer fails to comply with obligation according to approved plan: RESCIND SUSPEND PAYMENT UNTIL SELLER COMPLIES Subject Matter: Sale of Immovables by Installment 1592 Applies only to contract of sale Maceda Law applies to COS & CTS & Financing Rights Granted to Buyers: 1. Buyer paid at least 2 years installment a. Pay without interest the balance within grace period of 1 month for every year of installment payment Grace to be exercised once every 5 years b. When no payment - cancelled; buyer entitled to 50% of what he has paid + if after 5 years of installments, 5% for every year but not to exceed 90% of total payments made Cancellation to be effected 30 days from notice & upon payment of cash surrender value 2. Buyer paid less than 2 years installment a. 1st Grace period is 60 days from date installment became due b. 2nd grace period of 30 days from notice of cancellation/demand for rescission

c.

No payment after 30 day period, can cancel.

Other Rights 1. Sell rights to another 2. Reinstate contract by updating during grace period & before actual cancellation 3. Cancellation of Deed of Sale to be done by notarial act 4. To pay in advance any installment or the full balance of price anytime without interest 5. Have full payment annotated in certificate of title Remedies in case of breach of warranty: 1. warranty against eviction a. total: enforcement of warranty b. partial: rescission or enforcement of warranty 2. warranty against hidden defects/ merchantability/ fitness a. rescission and damages b. proportionate reduction of price and damages 3. warranty against hidden defects in animals a. rescission and damages b. proportionate reduction of the price

XIV Extinguishment of Sale 1600 - 1623 How are sales extinguished

Art. 1600. Sales are extinguished by the same causes as all other obligations, by those stated in the preceding articles of this Title, and by conventional or legal redemption.
1. Same causes as other obligations 2. Those stated in the preceding articles of this Title 3. Conventional or legal redemption Common or same grounds whereby obligations in general are extinguished 1. payment or performance 2. loss of the subject matter 3. condonation or remission 4. confusion or merger of rights of creditor and debtor 5. compensation 6. novation

7. 8. 9. 10.

annulment rescission fulfillment of a resolutory condition prescription

Special or those causes which are recognized by the law on sales 1. Art. 1484 remedies of the vendor in sale of

2. 3.

4.

5.

6.

personal property where the price is payable by instalments Art. 1532 right of an unpaid seller of stoppage in transitu Art. 1539 -- 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 - rescission of the contract, provided that, in the latter case, the lack in the area be not less than one-tenth of that stated. The same shall be done, even when the area is the same, if any part of the immovable is not of the quality specified in the contract The rescission, in this case, shall only take place at the will of the vendee, when the inferior value of the thing sold exceeds one-tenth of the price agreed upon. Nevertheless, if the vendee would not have bought the immovable had he known of its smaller area of inferior quality, he may rescind the sale. Art. 1540. If, in the case of the preceding article, there is a greater area or number in the immovable than that stated in the contract, the vendee may accept the area included in the contract and reject the rest. If he accepts the whole area, he must pay for the same at the contract rate. Art. 1542. In the 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 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. Art. 1556. Should the vendee lose, by reason of the eviction, a part of the thing sold of such importance, in relation to the whole, that he would not have bought it without said part, he may demand the rescission of the contract; but

with the obligation to return the thing without other encumbrances that those which it had when he acquired it. He may exercise this right of action, instead of enforcing the vendor's liability for eviction. The same rule shall be observed when two or more things have been jointly sold for a lump sum, or for a separate price for each of them, if it should clearly appear that the vendee would not have purchased one without the other. 7. Art. 1567. In the cases of Articles 1561, 1562, 1564, 1565 and 1566, the vendee may elect between withdrawing from the contract and demanding a proportionate reduction of the price, with damages in either case. 8. Art. 1591. Should the vendor have reasonable grounds to fear the loss of immovable property sold and its price, he may immediately sue for the rescission of the sale.
Extra-Special 1. conventional redemption 2. legal redemption only applies to contract of sale Conventional Redemption Takes place when the vendor reserves right to repurchase the thing sold (Sale under pacto de retro) Right to repurchase may be exercised only if vendor returns: a. The price of the sale b. Expenses of the contract and other payments made by reason of the sale c. Necessary and useful expenses made on the thing sold There can be no conventional redemption unless it has been stipulated upon in the contract of sale Inadequacy of price cannot be considered a ground for rescinding the contract in a pacto de retro agreement. In case of doubt whether a contract is a pacto de retro sale, it shall be construed as an equitable mortgage (even if document is entitle absolute deed of sale)

Equitable Mortgage One which although lacking in some formality, or form or words, or other requisites demanded by a statute, nevertheless reveals the intention of the parties to

charge real property as security for a debt, and contains nothing impossible or contrary to law Remedy of apparent vendor: Reformation When is a contract presumed to be an equitable mortgage? 1. When the price of a sale with right to repurchase is unusually 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 payment of a debt or the performance of any other obligation. Time within which to redeem Period to exercise right to repurchase: a. If there is no agreement 4 years from date of contract b. If there is an agreement, it cannot exceed 10 years c. If a case was filed and the court rules that the contract is a sale a retro, the vendor may repurchase within 30 days from the time final judgment was rendered How ownership is consolidated Court order is not required to consolidate ownership as it happens by mere operation of law Court order is necessary to record the sale in the Registry of Property Seller a retro may redeem property even from person other than buyer a retro without prejudice to the laws on land registration Legal Redemption 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.

Reason for the law Public policy: for the benefit and convenience of the redemptioner to afford him way out of what might be a disagreeable or inconvenient association into which he was thrust Right of legal redemption by co-owner Requisites: 1. There must be co-ownership 2. There must be alienation of all or of any of the shares of the other co-owners 3. The sale must be to a stranger 4. The sale must be before partition Reason: To reduce number of participants until the coownership is terminated, so as not to hamper development and better administration Right of legal redemption of adjacent owners of rural lands Requisites 1. Both lands must be rural 2. The lands must be adjacent 3. The land alienated must not exceed 1 hectare 4. The vendee must already own some rural land 5. Rural land must not be separated by brooks, drains, ravines, roads, and other apparent servitudes Right of pre-emption and legal redemption of adjacent owners of urban lands Pre-emption right of purchasing before others Requisites of pre-emption and redemption of urban lands 1. One exercising the right must be an adjacent land owner 2. Piece of land sold is so small and so situated that a major portion thereof cannot be used for any practical purpose 3. Urban land was bought by its owner merely for speculation

XV Assignment of Credits and other Incorporeal Rights Arts. 1624-1635 Assignment of Credit Contract by which one person transfers to another his rights and actions against a third person in consideration of a price certain in money or its equivalent To affect third persons, it must appear in a public instrument Consent of the debtor is not essential, notice is sufficient. Purpose of notice: to inform the debtor that from the date of the assignment he should make payment to the assignee and not to the original creditor Extent of assignment of credit All accessory rights including: 1. Guaranty 2. Mortgage 3. Pledge 4. Preference Warranties of the assignor or credit 1. Existence of the credit 2. Legality of the credit at the perfection of the contract - No warranty as to the solvency of the debtor Violation of warranty Vendor in good faith: Limited to the price received and to the expenses of the contract Vendor in bad faith: Liable not only for the payment of the price and all expenses but also for damages Duration of assignors liability where debtors solvency is guaranteed 1. If there is a stipulation, then for the period fixed 2. If there is no stipulation a. 1 year from the assignment of credit b. 1 year after its maturity when such period of payment has not yet expired Sale of successional rights What is sold is the right to inherit only No warranty as to the objects which make up his inheritance

Sale for a lump sum Subject matter: totality of such rights, rents, or products Warranty extends only to the legitimacy of the whole and not the various parts

Delivery on Sale or Return and Delivery on Sale on Trial Sale or Return

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.
CONTRACT OF SALE OR RETURN Contract by which property is sold but the buyer, who becomes the owner of the property on delivery, has the option to return the same to the seller instead of paying the price Option to purchase or return the goods rests on the buyer Buyer has no right to return if he has materially abused the condition of the thing Deterioration without the fault of the buyer, buyer can still return provided reasonable time for returning has not yet lapsed Sale on Trial

to giving notice of dissatisfaction or as to returning the goods Risk of loss remains with the seller until the sale becomes absolute; except if buyer is at fault or if buyer expressly agreed to bear loss

Sale by Sample or Description

Art. 1481. In the contract of sale of goods by description or by sample, the contract may be rescinded if the bulk of the goods delivered do not 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 correspond with the sample if they do not also correspond with the description. The buyer shall have a reasonable opportunity of comparing the bulk with the description or the sample.
bulk of the goods denotes the goods themselves as distinguished from the sample and/or description with which they must correspond; does not denote the greater portion of the goods Sale by description Occurs where a seller sells things as being of a particular/certain kind, the buyer not knowing whether the sellers representations are true or false, relying on them as true purchaser has not seen the article sold but relies on the description given him by the vendor, or has seen the goods but the want of identity is not apparent on inspection bulk of goods do not correspond with the description: contract may be rescinded Sale by Sample Parties contracted solely with reference to the sample, with the understanding that the bulk was like it exhibition of the sample by the seller was an inducement of the sale or formed the sole basis thereof; thus, seller warrants that the thing sold

Art. 1502 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: When he signifies his approval or acceptance to the seller or does any other act adopting the transaction; 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.
SALE ON TRIAL OR APPROVAL OR SATISFACTION Contract in the nature of an option to purchase if the goods prove satisfactory, the approval of the buyer being a condition precedent Seller remains the owner until the sale becomes absolute either by: the buyers approval of the goods or by his failure to comply with the express or implied conditions of the contract as

and to be delivered shall conform with the sample kind, character and quality bulk of goods do not correspond with the sample: contract may be rescinded

Sale by Description and Sample Goods must satisfy all the warranties appropriate to either kind of sale