OBLIGATIONS OF A VENDOR

1. To transfer ownership of the determinate thing sold;

2. To deliver the thing;
- Delivery is essential so that the buyer can make use of the
property and enjoy the same.
- Ownership of the thing sold is acquired by the buyer the
moment it is delivered to him, through any of the
following means:
a. Actual or real deliveryphysical delivery
- When the thing sold is placed under the control and
possession of the buyer (usually by placing from hand to
hand a movable property)
- Exception: parties stipulate when and on what conditions
the ownership of the thing shall pass to the buyer. (like:
Conditional Sale)
b. Constructive or legal delivery
b.1. Execution of a public instrument
Public instrumentone which is acknowledged before
the notary public or any official authorized to
administer oath, by the person who executed the same.
-applies to movable and immovable properties.
Exceptions: a contrary stipulation where there is no
intention to deliver (date or time when the buyer can
take possession of the thing; or when possession can
only be had until payment of last installment); or when
the thing is not within the control of the seller (when
there is an opposition or resistance of third persons, like
squatters)
b.2. Symbolic deliveryto effect delivery, the parties
make use of a token symbol to represent the thing
delivered.
- like, delivery of the key where the thing sold is stored
or kept or delivery of delivery orders which would

authorize the buyer to withdraw the goods from the

warehouse.
b.3. Tradition longa manutakes place by mere
consent or agreement of the contracting parties as
when the vendor points to thing sold which shall
thereafter be at the control and disposal of the vendee.
b.4 Traditio brevi manu- when the vendor has already
the possession of the thing sold by virtue of another
title (when the lessor sells the thing lease to the lessee)
b.5 Traditio constitutum possessoriumwhen the
vendor continues in possession of the property sold not
as an owner but in some other capacity (when the seller
stays as a tenant of the buyer)
b.6. Quasi traditionegotiable documents of title
(incorporeal things)
c. Delivery in any other manner signifying an agreement
that the possession is transferred to the buyer
3. To warrant against eviction and hidden defects; (next
meeting)
4. To take care of the thing with proper diligence pending its
delivery;
- General Rule: diligence of a good father of a family
ordinary care or that diligence which an average person
exercises over his own property.
- Reason: to insure that the thing to be delivered would
subsist in the same condition as it was when the contract
was entered into; without this obligation, the seller would
afford being negligent, rendering illusory his obligation to
give/deliver.
- Exceptions: the law or the stipulation of the parties
provides another standard of care (slight or extra ordinary
diligence)

- Exception of the Exceptions: absolute exemption from

liability of the seller for any fault or negligence on his part
- If the seller does not comply with this obligation, what is
the remedy of the buyer? Action for damages
- UNLESS the loss or destruction happened without the
fault or negligence of the seller or by reason of a
fortuitous event (force majeure)
5. To pay for the expenses for the execution and registration of
the deed of sale, unless otherwise stipulated. (Art 1487)
on 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.
- To return within the time fixed in the contract or within
reasonable time.
on trial or approval- the buyer has the option to purchase if
the goods are satisfactory.
- Ownership remains with the seller until the sale has
become absolute when (1) the buyer approves the goods;
or (2) continues to retain the goods even without giving
notice of dissatisfaction.
On sale or return
subject of resolutory condition
Depends entirely on the will of
the buyer
Ownership passes to the buyer
and subsequent return reverts
it to the seller
Risk of loss or injury is upon

On trial or approval
suspensive condition
Depends on the character or
quality of the goods
Ownership is retained by the
seller until approval by the
buyer
Risk of loss is on the seller

the buyer
Place of Delivery
1. As agreed upon by the parties;
2. No agreement? Based on the usage of trade;
3. No agreement or prevalent usage of trade? Sellers place of
business;
4. In any other case, sellers residence
5. Specific goods located in some other place with knowledge
of both parties? Such place where it is placed or located
Time of Delivery
1. That fixed in the contract;
2. No time? Usage of Trade;
3. No time; No prevalent usage of trade? Within reasonable
time.
Reasonable timedepends on the character of goods,
purpose for which they were intended, ability of the seller to
produce the goods if they are to be manufactured, facilities
available for transportation and distance must be carried,
usual course of business in particular trade.
When the goods are in the hands of a third person or a
bailee?
- The bailee must acknowledge that he holds the goods on
the buyers behalf.
-

Article 1933. By the contract of loan, one of the parties delivers to another,
either something not consumable so that the latter may use the same for a
certain time and return it, in which case the contract is called a
commodatum; or money or other consumable thing, upon the condition that
the same amount of the same kind and quality shall be paid, in which case
the contract is simply called a loan or mutuum.

Commodatum is essentially gratuitous.

Simple loan may be gratuitous or with a stipulation to pay interest.

In commodatum the bailor retains the ownership of the thing loaned, while
in simple loan, ownership passes to the borrower. (1740a)

Hour of delivery
1. As agreed upon by parties;
2. No agreement? Reasonable hour of the day
Duty of the Seller to put goods in a Deliverable State
-state that the buyer would be bound to take delivery of the
goods.
-buyer is not bound to make tender or offer of payment until
the seller has complied with his obligations.
ART 1524
General rule: the thing must not be delivered unless the price is
paid;
Exception: if a time for payment has been fixed in the contract
Assignment next meeting:
Read on the following:
1.
2.
3.
4.
5.
6.

Bill of lading (1503, 1504,

Negotiable documents of title
Arts 1505 and 1506
Art 1522, 1523
Unpaid Seller
Goods in transit until warranty against eviction