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1. Legally define a contract of sale?

SELLER/VENDOR/DEBTOR/OBLIG
(1)LA-LEGAL ANSWER/S: OR
By the contract of sale one of BUYER/VENDEE/CREDITOR/OBLI
the contracting parties obligates GEE
himself to transfer the (2)LD/E- LEGAL
ownership of and to deliver a DISCUSSIONS/EXPLANATION
determinate thing, and the S
other to pay therefor a price The contract of sale is an
certain in money or its agreement whereby one of the
equivalent. parties (called the seller or
(2)LD/E- LEGAL vendor) obligates himself to
DISCUSSIONS/EXPLANATION deliver something to the other
S (called the buyer or purchaser
The contract of sale is an or vendee) who, in his part,
agreement whereby one of the binds himself to pay therefor a
parties (called the seller or sum of money or its equivalent
vendor) obligates himself to (known as the price).
deliver something to the other (3)LB/R- LEGAL BASIS
(called the buyer or purchaser LS-LEGAL SOURCE -
or vendee) who, in his part, Atty. Gene B. Calonge, PPT-LEC
binds himself to pay therefor a NOTES-SALES-PART1, SALOC
sum of money or its equivalent LECTURE NOTES and pg. 4. De
(known as the price). Leon, H.S. (2010) The Law on
(3)LB/R- LEGAL BASIS - Article sales, agency and credit
1458 of the Republic Act 386 transactions. (2010) Manila :
LS-LEGAL SOURCE - p. . De Rex Book Store.
Leon, H. S. (2013) The Law on 4. What are the general obligations
Sales, Agency and Credit of said parties?
Transactions. (2013) Manila : (1)LA-LEGAL ANSWER/S:
Rex Book Store. By the contract of sale one of
2. What is the origin of the word the contracting parties obligates
sale? himself to transfer the
(1)LA-LEGAL ANSWER/S: ownership of and to deliver a
Roman Law venditio determinate thing, and the
French vente other to pay therefor a price
Spanish venta certain in money or its
(2)LD/E- LEGAL equivalent.
DISCUSSIONS/EXPLANATION (2)LD/E- LEGAL
S DISCUSSIONS/EXPLANATION
Roman Law venditio S
French vente SELLER/VENDOR/DEBTOR/OBLIG
Spanish venta OR:
(3) LB/R- LEGAL BASIS SOTO Seller obliged
LS-LEGAL SOURCE - transfer ownership
Atty. Gene B. Calonge, PPT-LEC SODD Seller obliged deliver
NOTES-SALES-PART1, SALOC determinate thing
LECTURE NOTES BUYER/VENDEE/CREDITOR/OBLI
3. Who are the parties in a contract GEE:
of sale?
(1)LA-LEGAL ANSWER/S:

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BOPP Buyer obliged pay Article 1307, 1350, 1458, 1475,
price certain in money or its 1315, 1191, 1308, 1458 of
equivalent Republic Act 386
(3)LB/R- LEGAL BASIS 6. Why is a contract of sale
LS-LEGAL SOURCE nominate?
Article 1458 of the Republic Act (1)LA-LEGAL ANSWER/S:
386 Nominate because there is a
Lesson 2 9 GQs name provided for in the Civil
CHARACTERISTICS Code (Sale).
5. What are the characteristics of a (2)LD/E- LEGAL
contract of sale? DISCUSSIONS/EXPLANATION
(1)LA-LEGAL ANSWER/S: S
Nominate Innominate contracts shall be
Onerous regulated by the stipulations of
Consensual the parties, by the provisions of
Cumulative Titles I and II of this Book, by
Reciprocal/Bilateral/SINALAGMA the rules governing the most
TICO analogous nominate contracts,
Principal and by the customs of the
(2)LD/E- LEGAL place.
DISCUSSIONS/EXPLANATION (3)LB/R- LEGAL BASIS
S LS-LEGAL SOURCE
The contract of sale is: Article 1307 of Republic Act 386
(1) Nominate because it is given 7. Why is a contract of sale onerous?
a special name or (1)LA-LEGAL ANSWER/S:
designation in the Civil Code, Onerous because valuable
namely Sale consideration is given.
(2) Onerous because the thing (2)LD/E- LEGAL
sold is conveyed in DISCUSSIONS/EXPLANATION
consideration of the price S
and vice versa In onerous contracts the cause
(3) Consensual because it is is understood to be, for each
perfected by mere consent contracting party, the prestation
without any further act or promise of a thing or service
(4) Cumulative because the by the other.
thing sold is more or less of (3)LB/R- LEGAL BASIS
equal value LS-LEGAL SOURCE
(5) Reciprocal because both Article 1350, 1458, 1475 of the
contracting parties are Republic Act 386
bound to fulfill obligations 8. Why is a contract of sale
reciprocally towards each consensual?
other (1)LA-LEGAL ANSWER/S:
(6) Principal because it does not Consensual because it is
depend for its existence and perfected by mere consent.
validity upon another Unlike in real contract, example
contract pledge or deposit, their
(3) LB/R- LEGAL BASIS perfection is upon deliver.
LS-LEGAL SOURCE

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(2)LD/E- LEGAL (2)LD/E- LEGAL
DISCUSSIONS/EXPLANATION DISCUSSIONS/EXPLANATION
S S
Contract are perfected by mere The contract must bind both
consent, and from that moment contracting parties; its validity
the parties are bound not only or compliance cannot be left to
to the fulfillment of what has the will of one of them.
been expressly stipulated but (3) LB/R- LEGAL BASIS
also to all the consequences LS-LEGAL SOURCE
which, according to their nature, Article 1475, 1191, 1308 of the
may be in keeping with good Republic Act 386
faith, usage and law. (1258) 11. Why is a contract of sale
(3)LB/R- LEGAL BASIS reciprocal?
LS-LEGAL SOURCE (1)LA-LEGAL ANSWER/S:
Article 1315, 1475 of Republic Reciprocal, because both
Act 386 parties are bound by obligation
9. Why is a contract of sale dependent upon each other.
cumulative? (2)LD/E- LEGAL
(1)LA-LEGAL ANSWER/S: DISCUSSIONS/EXPLANATION
Cumulative, because the values S
exchanged are almost The power to rescind obligations
equivalent to each other. More is implied in reciprocal ones, in
or less of equal value. case one of the obligors should
(2)LD/E- LEGAL not comply with what is
DISCUSSIONS/EXPLANATION incumbent upon him.
S (3)LB/R- LEGAL BASIS/LS-LEGAL
By the contract of sale one of SOURCE
the contracting parties obligates Article 1475, 1191, 1308 of
himself to transfer the Republic Act 386
ownership of and to deliver a 12. Why is a contract of sale
determinate thing, and the sinalagmatico?
other to pay therefor a price (1)LA-LEGAL ANSWER/S:
certain in money or its The contract must bind both
equivalent. contracting parties; its validity
(3)LB/R- LEGAL BASIS or compliance cannot be left to
LS-LEGAL SOURCE - the will of one of them.
Atty. Gene B. Calonge, SALOC (2)LD/E- LEGAL
LECTURE NOTES and page 1. DISCUSSIONS/EXPLANATION
Suarez, C. B. (2008) S
The Law on sales, agency, The contract of sale is perfected
pledge and mortgages for at the moment there is a
business students. 2008 ed. meeting of minds upon the
Manila : GIC Enterprises. thing which is the object of the
10. Why is a contract of sale contract and upon the price.
bilateral? From the moment, the parties
(1)LA-LEGAL ANSWER/S: may reciprocally demand
Bilateral, because both parties performance, subject to the
are bound by obligation provisions of the law governing
dependent upon each other. the form of contracts. (1450a)
(3)LB/R- LEGAL BASIS

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LS-LEGAL SOURCE - (1)LA-LEGAL ANSWER/S:
Article 1475, 1308 of Republic Preparation stage or
Act 386 negotiation. Negotiation is
13. Why is a contract of sale formally initiated by an offer.
principal? (2)LD/E- LEGAL
(1)LA-LEGAL ANSWER/S: DISCUSSIONS/EXPLANATION
Not an accessory contract/can S
stand alone/does not depend on Begins from the time the
another contract. prospective contracting parties
(2)LD/E- LEGAL manifest their interest in
DISCUSSIONS/EXPLANATION contract and ends at the
S moment of agreement of the
Principal because it does not parties.
depend for its existence and (3)LB/R- LEGAL BASIS
validity upon another contract. LS-LEGAL SOURCE -
(3)LB/R- LEGAL BASIS Suarez, C. B. (2008) The Law on
LS-LEGAL SOURCE sales, agency, pledge and
Atty. Gene B. Calonge, SALOC mortgages for business
LECTURE NOTES and page 1. students. 2008 ed. Manila : GIC
Suarez, C. B. (2008) The Law on Enterprises.
Sales, Agency, Pledge and 16. When is a contract of sale
Mortgages for business considered to be in the preparation
students. 2008 ed. Manila : GIC stage?
Enterprises. (1)LA-LEGAL ANSWER/S:
Lesson 3-8 GQs When negotiation is in progress
STAGES offer and counter-offer.
14. What are the stages of a (2)LD/E- LEGAL
contract of sale? DISCUSSIONS/EXPLANATION
(1)LA-LEGAL ANSWER/S: S
(1) Preparation Negotiation covers the period
(2) Perfection/Birth from the time the prospective
(3) Consummation/Death contracting parties indicate
(2)LD/E- LEGAL interest in the contract to the
DISCUSSIONS/EXPLANATION time the contract is concluded
S (perfected).
(1)Preparation - Negotiation In (3)LB/R- LEGAL BASIS
Progress NIP offer and LS-LEGAL SOURCE -
counter-offer Page 3. Suarez, C. B. (2008) The
(2)Perfection/Birth 1475 Law on Sales, Agency, pledge
MOA Meeting of Offer and and mortgages for business
Acceptance students. 2008 ed. Manila : GIC
(3)Consummation/Death Enterprises.
DOPP Delivered Object/Price
Paid 17. What is perfection vis--vis a
(3)LB/R- LEGAL BASIS contract of sale?
LS-LEGAL SOURCE - (1)LA-LEGAL ANSWER/S:
Atty. Gene B. Calonge, SALOC Perfection is the meeting of
LECTURE NOTES minds, or the birth of contract.
15. What is the meaning of
preparation stage?

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(2)LD/E- LEGAL (2)LD/E- LEGAL
DISCUSSIONS/EXPLANATION DISCUSSIONS/EXPLANATION
S S
The contract of sale is perfected From that moment, the parties
at the moment there is a may reciprocally demand
meeting of minds upon the performance, subject to the
thing which is the object of the provisions of the law governing
contract and upon the price. the form of contracts. (1450a)
(3)LB/R- LEGAL BASIS (3) LB/R- LEGAL BASIS
LS-LEGAL SOURCE LS-LEGAL SOURCE Article 1475 of
Page 3. Suarez, C. B. (2008) The the Republic Act 386
Law on Sales, Agency, Pledge 20. What is the meaning of
and Mortgages for business consummation stage?
students. 2008 ed. Manila : GIC (1)LA-LEGAL ANSWER/S:
Enterprises. Consummation stage is the
18. When is a contract of sale death of contract.
perfected? (2)LD/E- LEGAL
(1)LA-LEGAL ANSWER/S: DISCUSSIONS/EXPLANATION
The contract of sale is perfected S
at the moment there is a Consummation is when the
meeting of minds upon the object is delivered and the price
thing which is the object of the is paid, this is the death of
contract and upon the price. contract.
(2)LD/E- LEGAL (3)LB/R- LEGAL BASIS/LS-LEGAL
DISCUSSIONS/EXPLANATION SOURCE
S Page 3. Suarez, C. B. (2008) The
Sale is a consensual contract, Law on Sales, Agency, Pledge
perfected only by mere consent. and Mortgages for business
They delivery of the thing and students. 2008 ed. Manila : GIC
repayment of the price is not Enterprises.
essential for its perfection. What 21. When is a contract of sale
is required is only the meeting considered to be in the
of minds of both parties with consummation stage?
respect to the object and cause (1)LA-LEGAL ANSWER/S:
which will constitute the When the object is delivered
contract. and the price is paid, this is the
(3)LB/R- LEGAL BASIS death of contract.
LS-LEGAL SOURCE (2)LD/E- LEGAL
Article 1475 of the Republic Act DISCUSSIONS/EXPLANATION
386 S
19. When shall parties to a contract The stage of consummation
of sale demand performance begins when the parties
thereof? perform their respective
(1)LA-LEGAL ANSWER/S: undertakings under the contract
From the moment, the parties culminating in the
may reciprocally demand extinguishment thereof.
performance, subject to the (3)LB/R- LEGAL BASIS/LS-LEGAL
provisions of the law governing SOURCE
the form of contracts. (1450a) Page3. Suarez, C. B. (2008) The
Law on Sales, Agency, Pledge

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and Mortgages for business 41. Can future things be valid
students. 2008 ed. Manila : GIC object of a contract of sale?
Enterprises. 42. What is the Latin term for such
Lesson 4-4 GQs object?
FORM 43. When is a thing said to have
22. What is form vis--vis a potential existence?
contract of sale? (64) Distinguish between a sale of a
23. In what form shall a contract mere hope or expectancy and
of sale be entered into? sale of a vain hope or
24. What is the Statute of expectancy?
Frauds? 44. What is the Latin term for such
25. Which contracts of sale are object?
required to be under the 45. What kind of goods may be
Statute of Frauds? objects of a contract of sale?
Lesson 9-8 GQs 46. If one is the sole owner of a
ELEMENTS/REQUISITES thing, in how many ways may he
26. What are the sell the thing?
elements/requisites of a valid 47. In case of fungible goods, can
contract of sale? the seller make a valid sale of an
27. What are the essential undivided share of a specific mass
elements of a contract of sale? of goods, although the seller
28. What is the meaning of purports to sell and the buyer to
essential elements? buy a definite number, weight or
29. What is consent vis--vis a measure of the goods in the mass,
contract of sale? though the number, weight or
30. What is meant by meeting of measure of the goods in the mass
the offer and acceptance? in undetermined?
31. When is offer certain? 48. What is the meaning of
32. When is acceptance fungible goods?
absolute? 49. Can there be a valid sale of a
33. What is meant by counter- thing subject to resolutory
offer? condition?
Lesson 9A-16 GQs Lesson 9B-15 GQs
DETERMINATE THING/OBJECT OF PRICE
SALE 50. What is price vis--vis a
34. What is object vis--vis a contract of sale?
contract of sale? 51. When is price considered
35. What may be the object of a certain?
contract of sale? 52. If the price is fixed by a third
36. Which things can be valid person, when will such price be
objects of a contract of sale? binding upon the contracting
37. Which rights cannot be parties?
objects of contract of sale? 53. What is the effect if such third
38. Can service be a valid object person is unable or unwilling to
of contract of sale? fix the price?
39. When is a thing considered 54. What is the effect if the third
determinate? person in fixing the price acted in
40. Is it essential that the thing bad faith or by mistake?
object of a contract of sale be 55. What are the remedies if the
always determinate? third person who is to fix the

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price is prevented from fixing 94. Does the rule on implied
the price by fault of the seller or warranty apply to all persons
the buyer? who make a sale?
56. What is the effect of gross 95. What is eviction?
inadequacy of price? 96. What are the essential
57. Will the contract of sale be requisites of the warranty against
valid, if the price is simulated or eviction?
false? 97.In the event the vendee is evicted
58. Under what circumstances shall by final judgment of the thing he
the price of securities, grain, bought, can he hold the vendor
liquids, and other things be liable for eviction even though
considered certain? nothing was agreed upon in the
59. Can the fixing of the price be contract regarding the warranty
left to the discretion of one of against eviction?
the contracting parties? 98.Are there cases where the
60. What is the effect if price vendor shall not be liable for
cannot be determined either by eviction?
the parties or the third person 99.Does this warranty against
designated to fix it? eviction apply to judicial sales?
61. In the event price cannot be 100. What is the effect of the
determined, but the thing or stipulation exempting the
any part thereof has already vendor from the obligation to
been delivered and answer for eviction?
appropriated by the buyer, 101. What are the kinds of waiver
what is the obligation of the of eviction?
buyer? 102. In case eviction takes place but
62. What is considered a the vendee has made a waiver
reasonable price consciente, can he hold the
63. Distinguish between earnest vendor liable?
money and option money 103. What is waiver conciente?
64. What are the natural 104. What is waiver intencionada?
elements of a contract of sale? 105. Differentiate waiver
65. What is the meaning of conciente from waiver
natural elements? intencionada
106. In the event eviction takes place
Lesson 9C-41 GQs but the vendee has made an
WARRANTIES waiver intencionada, can he
66. Legally define warranty hold the vendor liable?
67. What is warranty vis-a-vis 107. In case the warranty against
contract of sale? eviction has been expressly
68. What are the kinds of agreed upon or nothing has been
warranties under the law? stipulated on this point, but
69. Define express warranty eviction takes place, what can the
70. Is an affirmation of the value vendee demand from the vendor?
of the thing or the sellers 108. What is partial eviction?
expression of opinion 109. What are the rights of the
considered express warranty? vendee in case of partial
93. What are the implied eviction?
warranties in a contract of 110. In case the immovable sold is
sale? encumbered with any non

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apparent burden or servitude, proportionate reduction of the
what are the rights of the vendee? price?
111. What circumstances must be 126. What are the accidental
present to enable the vendee to elements of a contract of sale?
avail of any of the above remedies? 127. What is the meaning of
112. What are the remedies accidental elements?
available to the vendee should the 128. What is interest vis--vis
immovable sold be encumbered contract of sale?
with any non apparent servitude? Lesson 10-7 GQs
113. When shall these alternative PARTIES
remedies be not available to the 125. Who are the parties in a
vendee? contract of sale?
114. What circumstances must be 126. Are all persons authorized to
present so that the vendor shall buy and sell?
be responsible for his warranty 127. What is the meaning of
against hidden defects? capacity to buy and sell?
115. For what defects is the 128. What is the meaning of
vendor not liable? incapacity to buy and sell?
116. What are the implied 129. What are the kinds of
warranties in the case of sale of incapacity to buy and sell?
goods? 130. Give some examples of
117. When does the implied persons especially disqualified
warranty as to fitness or by law.
quality apply? 131. To what other transactions
118. When does the implied does this prohibition extend?
warranty of merchantability Lesson 11-2 GQs
apply? SELLER/VENDOR
119. Distinguish between the 132. Who is a seller/vendor is
warranty for fitness and the contemplation of the law?
warranty of merchantability 133. Enumerate the obligations of
120. Is there an implied warranty in the seller/vendor
the case of a sale of a specified Lesson 11A-11 GQs
article under its patent or DELIVERY/TRADITION
trade name? 134. What is meant by delivery?
121. What warranty exists in case 135. What are the kinds of
the sale is a sale by sample? delivery?
122. Shall the vendor be responsible 136. Does actual or real delivery
for any hidden defects in the always pass ownership to the
thing sold, even though he was vendee?
not aware thereof? 137. What are the exceptions to the
123. What are the alternative rule that delivery to the carrier is
remedies for the buyer to enforce delivery to the buyer?
the warranty? 138. When shall delivery of goods
124. What are the Latin terms for by the seller to the carrier be
such remedies? considered delivery to the
125. Within what time shall the buyer?
vendee bring either the action 143. What are the exceptions to the
to withdraw from the contract above rule?
or the action to demand 144. What do the following trade
terms mean?

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a. F.O.B. (1) To transfer the ownership
b. C.I.F of the determinate thing
145. Under the obligation of the seller
sold;
to deliver, who shall bear the
expenses in order to place the thing (2) To deliver the thing;
in a deliverable state? (3) To warrant against eviction
LA - The vendor is bound to and hidden defects (Article
transfer the ownership of and 1495, 1547
deliver, as well as warrant the
thing which is the object of the (4) To take care of the thing,
sale. (1461a) pending delivery, with
LE - The principal obligations proper diligence (Article
of a vendor are: 1163); and
(1) To transfer the ownership (5) To pay for the expenses for
of the determinate thing the execution and
sold; registration of the deed of
(2) To deliver the thing; sale, unless there is a
(3) To warrant against eviction stipulation to the contrary.
and hidden defects (Article (Article 1487)
1495,1547); LB - Article 1487 of the
Republic Act 386
(4) To take care of the thing,
145. What is the meaning of care
pending delivery, with vis--vis a contract of sale?
proper diligence (Article LA - Every person obliged to
1163); and give something is also obliged
(5) To pay for the expenses for to take care of it with the
proper diligence of a good
the execution and
father of a family, unless the
registration of the deed of law or the stipulation of the
sale, unless there is a parties requires another
stipulation to the contrary. standard of care. (1094a)
(Article 1487) LE - To take care of the thing,
LB - Article 1495 of the pending delivery, with proper
Republic Act 386 diligence.
144. Who shall pay for the expenses LB - Article 1163 of Republic
for the execution and Act 386
registration of the sale? 146. What are the rules anent care
LA - The expenses for the of the object of sale from
execution and registration of perfection to delivery?
the sale shall be borne by the LA - The vendee is bound to
vendor, unless there is a accept delivery and to pay the
stipulation to the contrary. price of the thing at the time
(1455a) and place stipulated in the
LE - The principal obligations contract.
of a vendor are: If the time and place should
not have been stipulated, the
payment must be made at the

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time and place of the delivery delivered to him in any of the
of the thing sold. ways specified in article 1497
LE - (1) In a contract of sale, to 1501, or in any other
the vendor is not required to manner signifying an
agreement that the possession
deliver the thing sold until the is transferred from the vendor
price is paid nor the vendee to to the vendee.
pay the price before the thing LE - The property of goods
is delivered in the absence of passes from the seller to the
an agreement to the contrary buyer immediately. So the
(see Article 1524); seller is no more owner of the
(1) If stipulated, then the goods sold. It is an executed
vendee is bound to accept contract.
delivery and to pay the LB - Article 1496 of the
price at the time and place Republic Act 386
designated; 148. What is ownership vis--vis a
contract of sale?
(2) If there is no stipulation as LA - The ownership of the thing
to the time and place of sold is acquired by the vendee
payment and delivery, the from the moment it is
vendee is bound to pay at delivered to him in any of the
ways specified in article 1497
the time and place of
to 1501, or in any other
delivery; manner signifying an
(3) In the absence also of agreement that the possession
stipulation, as to the place is transferred from the vendor
of delivery, it shall be made to the vendee.
wherever the thing might LE - The moment the property
be at the moment the in goods passes, the seller
contract was perfected ceases to be their owner and
(Article 1251); and the buyer acquires the
(4) If only the time for delivery ownership. The buyer can
of the thing sold has been exercise the proprietary
fixed in the contract, the rights over the goods.
LB - Article 1496 of Republic
vendee is required to pay
Act 386
even before the thing is 149. When is ownership
delivered to him. transferred to the buyer?
LB - Article 1582 of the LA - The ownership of the thing
Republic Act 386 sold is acquired by the vendee
Lesson 11B-12 GQs from the moment it is
OWNERSHIP delivered to him in any of the
147. What is meant by transfer vis- ways specified in articles 1497
-vis a contract of sale? to 1501, or in any other
LA - The ownership of the thing manner signifying an
sold is acquired by the vendee agreement that the possession
from the moment it is

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is transferred from the vendor buyer, yet the buyer does not
to the vendee. acquire ownership?
LE - From the moment the LA - The parties may stipulate
object of the contract is that ownership in the thing
shall not pass to the purchaser
delivered to the buyer, the until he has fully paid the
ownership of the object price.
delivered is transferred to LE - The parties may stipulate
buyer, unless of course, when that despite the delivery, the
there is an stipulation to the ownership of the thing shall
contrary. remain with the seller until
LB - Article 1496 of the the purchaser has fully paid
Republic Act 386
the price.
150. Must the seller have ownership LB - Article 1478 of the
of the thing at the time of Republic Act 386
perfection of the contract of sale?
LA - The vendor is bound to 153. How is ownership of the
transfer the ownership of and thing transferred to the vendee?
deliver, as well as warrant the LA - The ownership of the thing
thing which is the object of the sold is acquired by the vendee
sale. from the moment it is
delivered to him in any of the
LE - The vendor need not be ways specified in articles 1497
the owner of the thing at the to 1401, or in any other
time of perfection of the manner signifying an
contract; it is sufficient that agreement that the possession
he has a right to transfer the is transferred from the vendor
to the vendee.
ownership thereof at the time
LE - The ownership of the
it is delivered.
thing sold shall be transferred
LB - Article 1495 of Republic
Act 386 to the vendee upon the
151. When shall ownership of the delivery thereof which may be
thing sold be transferred to the effected in any of the
vendee or buyer? following ways:
LA - The ownership of the thing
(1) By actual or real delivery
sold shall be transferred to the
vendee upon the actual or (Article 1497)
constructive delivery thereof. (2) By constructive or legal
LE - It is only after the delivery (Article 1498-
delivery of the thing sold that 1501); or
the purchaser acquires a real (3) By delivery in any other
right or ownership over it. manner signifying an
LB - Article 1477 of the agreement that the
Republic Act 386 possession is transferred
152. Is there a case where though
to the vendee. (Article
the thing has been delivered to the
1496-1499)

10 | P a g e
LB - Article 1496 of the act adopting the
Republic Act 386 transaction;
154. So that ownership is transferred (2)If he does not signify his
must the vendor have approval or acceptance to
ownership at the time of the seller, but retains the
perfection of the contract? goods without giving notice
LA - The vendor is bound to of rejection, then if a time
deliver the thing sold and its has been fixed for the
accessions and accessories in return of the goods, on the
the condition in which they expiration of such time,
were upon the perfection of and, if no time has been
the contract. fixed, on the expiration of a
All the fruits shall pertain reasonable time. What is a
to the vendee from the day on reasonable time is a
which the contract was question of fact.
perfected. LE - In sale or return, the
LE - The vendee has a right to ownership of the goods
the fruits of the thing sold passes to the buyer on
from the time the obligation delivery and subsequent
to deliver it arises. The return of the goods reverts
obligation to deliver arises ownership in the seller, while
upon the perfection of the in sale on trial, the ownership
contract of sale. remains in the seller until the
LB - Article 1537 of Republic buyer signifies his approval or
Act 386
acceptance to the seller.
155. In a sale of specific goods
when does ownership pass to LB - Article 1502 2nd paragraph
the buyer? of the Republic Act 386
LA - When goods are delivered 156. Can a seller who has no
to the buyer on sale or ownership over the thing sold
return to give the buyer an transfer ownership to the buyer?
option to return the goods LA - Subject to the provisions
instead of paying the price, the of this Title, where goods are
ownership passes to the buyer sold by a person who is not the
on delivery, but he may revest owner thereof, and who does
the ownership in the seller by not sell them under authority
returning or tendering the or with the consent of the
goods within the time fixed in owner, the buyer acquires no
the contract, or, if no time has better title to the goods than
been fixed, within a reasonable the seller had, unless the
time. owner of the goods is by his
When goods are delivered conduct precluded from
to the buyer on approval or on denying the sellers authority
trial or on satisfaction, or other to sell.
similar terms, the ownership Nothing in this Title
therein passes to the buyer: however, shall affect:
(1)When he signifies his (1)The provisions of any
approval or acceptance to factors acts, recording
the seller or does any other laws, or any other

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provisions of law enabling (6) Where the seller
the apparent owner of subsequent acquires title.
goods to dispose of them as LB - Article 1505 of Republic
if he were the true owner Act 386
thereof; 157. What are the exceptions to the
(2)The validity of any contract abovementioned rule?
of sale under statutory 158. If the seller has a voidable
power of sale or under the title to the goods, will the
order of a court of buyer acquire a good title
competent jurisdiction; thereto?
(3)Purchases made in a Lesson 11C-24 GQs
merchants store, or in fairs, REMEDIES OF UNPAID SELLER
or markets, in accordance 159. When is the vendor not bound
with the Code of Commerce to deliver the thing sold?
and special laws. 160. Who is considered an unpaid
LE - It is a fund amental seller?
doctrine of law that no one 161. What are the remedies of an
can give what he has not. Sale unpaid seller?
is derivative mode of LA Subject to the provisions
of this Title, notwithstanding
acquiring ownership and the that the ownership in the
buyer gets only such rights as goods may have passed to the
the sller had. A spring cannot buyer, the unpaid seller of
rise higher than its source. goods, as such, has:
The exceptions to the rule (1)A lien on the goods or right
to retain them for the price
are: while he is in possession of
(1) Where the owner of the them;
goods is, by his conduct, (2)In case of the insolvency of
precluded from denying the the buyer, a right of
stopping the goods in
sellers authority to sell.
transit after he has parted
(2) Where the law enables the with the possession of
apparent owner to dispose them;
of the goods as if he were (3)A right of resale as limited
the true owner thereof. by this Title;
(4)A right to rescind the sale
(3) Where the sale is
as likewise limited by this
sanctioned by statutory or Title.
judicial authority. Where the ownership in the
(4) Where the sale is made at goods has not passed to the
merchants stores, fairs, or buyer, the unpaid seller has, in
addition to his other remedies,
markets. a right of withholding delivery
(5) Where the seller has a similar to and coextensive with
voidable title which has not his rights of lien and stoppage
been avoided at the time of in transit where the ownership
sale. has passed to the buyer.

12 | P a g e
LE Even if the unpaid seller the carrier or other bailee in
still retains ownership in the possession.
goods has already passed to LB Article 1530 of Republic
the buyer, the unpaid seller Act 386
163. What is rescission?
may exercise the rights 164. What is possessory lien?
enumerated. If the unpaid 165. What is resale?
seller still retains ownership 166. Under what cases may the
in the goods, he cannot be possessory lien of the unpaid
said to have a lien (on his seller be exercised?
167. Does the unpaid seller lose his
goods). But he does have, in lien if he makes part delivery of the
addition to his other goods?
remedies, right of withholding 168. Under what circumstances does
delivery. an unpaid seller of goods lose his
LB Article 1526 of Republic lien thereon?
Act 386 169. What are the requisites so that
162. What is stoppage in transit? the unpaid seller can exercise his
LA Subject to the provisions right of stoppage in transit?
of this Title, when the buyer of 170. How does an unpaid seller stop
goods is or becomes insolvent, the goods in transit?
the unpaid seller who has 171. Under what cases is a resale of
parted with the possession of the goods allowed?
the goods has the right of 172. Is notice of resale essential to
stopping them in transitu, that make the resale valid?
is to say, he may resume 173. What are the effects of resale
possession of the goods at any 174. Under what circumstances may
time while they are in transit, the unpaid seller exercise his right
and he will then become to rescind?
entitled to the same rights in 175. Is the unpaid sellers right of
regard to the goods as he lien or stoppage in transitu affected
would have had if he had never by any sale or disposition of the
parted with the possession. goods by the buyer?
176. In case of sale on credit when
LE If the unpaid seller has
has the vendor the right to
already parted with the withhold delivery?
possession of the goods he 177. In what condition shall the thing
may still exercise the second object of the contract be delivered
right of stoppage in transit to the vendee?
178. In the sale of real estate when is
that is, he may resume
the vendor said to have delivered
possession of the goods while the thing?
they are in transit, when the 179. In the event the vendor cannot
buyer is or becomes insolvent. deliver everything as mentioned in
The right is exercised either the contract, what are the
remedies of the vendee?
by obtaining actual 180. When is the vendee entitled to
possession of the goods or by rescind the sale?
giving notice of his claim to

13 | P a g e
181. Under what cases may the opportunity of examining the
vendee choose proportionate goods for the purpose of
reduction of the price? ascertaining whether they are
182. Should the vendor deliver a in conformity with the
greater area or number in the contract.
immovable than that stated in the Where goods are
contract, what is the right of the delivered to a carrier by the
vendee? seller, in accordance with an
Lesson 12-17 GQs order from or agreement with
BUYER/VENDEE the buyer, upon the terms that
183. Who is a buyer in a contract of the goods shall not be
sale? delivered by the carrier to the
184. Enumerate the obligations of buyer until he has paid the
the buyer/vendee price, whether such terms are
185. Enumerate the rights of the indicated by marking the
buyer/vendee goods with the words collect
186. At what time and place shall on delivery, or otherwise, the
payment and acceptance or buyer is not entitled to
delivery be made? examine the goods before the
187. Is the buyer bound to accept payment of the price, in the
delivery by installments? absence of agreement or usage
188. In case the contract provides for of trade permitting such
delivery of goods by stated examination.
installments which are to be paid LE The buyer does not have
for separately what remedies are an absolute right of
available in case the seller makes
examination since the seller
defective deliveries in respect of
one or more installments, or the is bound to afford the buyer a
buyer neglects or refuses without reasonable opportunity of
just cause to take delivery of or pay examining the goods only on
for one or more installments? request.
189. Has the buyer an absolute right
LB Aticle 1584 2nd paragraph
to examine the goods before he
of Republic Act 386
accepts them?
190. In what manner may the buyer
LA Where goods are delivered
accept the goods delivered?
to the buyer, which he has not
LA The buyer is deemed to
previously examined, he is not
have accepted the goods when
deemed to have accepted them
he intimates to the seller that
unless and until he has had a
he has accepted them, or when
reasonable opportunity of
the goods have been delivered
examining them for the
to him, and he does an act in
purpose of ascertaining
relation to them which is
whether they are in conformity
inconsistent with the
with the contract, if there is no
ownership of the seller, or
stipulation to the contrary.
when, after the lapse of a
Unless otherwise agreed,
reasonable time, he retains the
when the seller tenders
goods without intimating to
delivery of goods to the buyer,
the seller that he has rejected
he is bound, on request, to
them.
afford the buyer a reasonable

14 | P a g e
LE Acceptance may be 197. What are the options of the
manifest either expressly or buyer in the event the seller
delivers a quantity of goods less
impliedly. that he contracted to sell?
(1) Express acceptance takes 198. What are the options of the
place when the buyer, after buyer in case the seller delivers a
delivery of the goods, quantity of goods larger than he
intimates to the seller, contracted to sell?
199. In the event the seller delivers
verbally or in writing, that to the buyer the goods he
he has accepted them. contracted to sell mixed with goods
(2) Implied acceptance takes of a different description not
place: included in the contract, what
remedies has the buyer?
(a) When the buyer, after
Lesson 13F-3 GQs
delivery of goods, does MACEDA LAW
any act inconsistent 200. What is the Maceda Law?
with the sellers 201. What is the Maceda Law vis--
ownership, as when he vis a contract of sale?
202. What are the applicable and
sells or attempts to sell
relevant features of the law related
the goods, or he uses or to sale?
makes alteration in them Lesson 13G-3 GQs
in a manner proper only PD 957
for an owner; or 203. What is PD 957?
204. What is PD 957 vis--vis a
(b) When the buyer, after contract of sale?
the lapse of a 205. What are the applicable and
reasonable time, retains relevant features of the law related
the goods without to sale?
intimating his rejection. Lesson 13H-7 GQs
RECTO LAW
LB Article 1585 of Republic
206. What is the Recto Law?
Act 386
(1)LA-LEGAL ANSWER/S:
191. What are the cases or implied
Undoubtedly the principal
acceptance?
object of article 1484 known as
192. Does acceptance by the buyer
the recto law is to remedy the
bar any action for damages against
abuses committed in connection
the seller?
with the foreclosure of the
193. What is required of the buyer if
chattel mortgages. The law
the rightfully refuses to accept the
prevents the mortgagee from
goods?
seizing the mortgaged property,
194. What is the effect of the buyers
buying it at foreclosure sale for
wrongful refusal to accept the
a low price and then bringing
goods?
suit against mortgagor for the
195. When shall the vendee pay
deficiency judgment. The
interest of on the purchase price?
almost invariable results of this
196. What are the cases where the
procedure is that the mortgagor
vendee can suspend the payment
finds himself minus the property
of the purchase price?
and still owing practically the

15 | P a g e
full amount of the original (1) Exact fulfillment of the
indebtedness. obligation, should the
(2)LD/E- LEGAL vendee fail to pay;
DISCUSSIONS/EXPLANATION (2) Cancel the sale, should the
S vendees failure to pay
Foreclosure the chattel cover two or more
mortgage on the thing sold, if installments;
one has been constituted, (3) Foreclosure the chattel
should the vendees failure to mortgage on the thing
pay cover two or more sold, if one has been
installment. In this case, he constituted, should the
shall have no further action vendees failure to pay
against the purchaser to cover two or more
recover any unpaid balance of installments. In this case,
the price. Any agreement to the he shall have no further
contrary shall be void. action against the
(3)LB/R- LEGAL BASIS/LS-LEGAL purchaser to recover any
SOURCE unpaid balance of the
Article 1484 of the Republic Act price. Any agreement to
386 the contrary shall be void.
207. What is the Recto Law vis--vis (2)LD/E- LEGAL
a contract of sale? DISCUSSIONS/EXPLANATION
(1)LA-LEGAL ANSWER/S: S
Installment sale of personal In a contract of sale personal
property with personal property the price of which is
property/chattel given to a payable in installments, the
seller as collateral to guarantee vendor may exercise any of the
payments. following remedies.
(2)LD/E- LEGAL (3)LB/R- LEGAL BASIS/LS-LEGAL
DISCUSSIONS/EXPLANATION SOURCE
S Article 1484 of the Republic Act
Installment sale of personal 386
property with personal 209. What is chattel?
property/chattel given to a (1)LA-LEGAL ANSWER/S:
seller as collateral to guarantee By a chattel mortgage, personal
payments. property is recorded in the
(3)LB/R- LEGAL BASIS/LS-LEGAL chattel mortgage register as a
SOURCE security for the performance of
Atty. Gene B. Calonge, LEC an obligation, if the movable,
NOTES SALES E-POPSHEETS instead of being recorded, is
208. What are the applicable and delivered to the creditor or a
relevant features of the law related third person, the contract is a
to sale? pledge and not a chattel
(1)LA-LEGAL ANSWER/S: mortgage.
In a contract of sale of personal (2)LD/E- LEGAL
property the price of which is DISCUSSIONS/EXPLANATION
payable in installments, the S
vendor may exercise any of the Chattel mortgage is the
following remedies: contract by virtue of which
personal property is recorded in

16 | P a g e
the chattel mortgage register as
a security for the performance
of an obligation.
(3)LB/R- LEGAL BASIS/LS-LEGAL
SOURCE
Article 2140 of the Republic Act
386
210. What is foreclosure?
(1)LA-LEGAL ANSWER/S:
After payment of the debt or the
performance of the condition
specified in the chattel
mortgage (sec. 3 ibid), the
mortgage must discharge the
mortgage. (sec. 8, ibid.)
(2)LD/E- LEGAL
DISCUSSIONS/EXPLANATION
S
After payment of the debt or the
performance of the condition
specified in the chattel
mortgage (sec. 3 ibid.), the
mortgage must discharge the
mortgage. (sec. 8, ibid.)
(3)LB/R- LEGAL BASIS/LS-LEGAL
SOURCE
Page 1. Suarez, C. B. (2008) The
Law on Sales, Agency, Pledge
and Mortgages for business
students. 2008 ed. Manila : GIC
Enterprises.

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