Chapter 5 – Obligations of the Vendee

I. Definitions

Acceptance of the goods – assent to become owner of the specific goods when delivery of them is
offered to the buyer Wrongful refusal of buyer to accept – when buyer refuses to accept the goods
without just cause o Risk of loss is borne by him from the moment they are placed in his disposal

II. Discussions Implied acceptance by the vendee of the goods sold o After delivery of goods: When
buyer does any act inconsistent with the seller’s ownership (as when he sells or attempts to sell the
goods, uses or makes alteration in them in a manner proper only for an owner) o After the lapse of
reasonable time: When buyer retains the goods without intimating his rejection

When vendee can suspend payment of price o If he is disturbed in the possession or ownership of the
thing bought o If he has a well-grounded fear that his possession or ownership would be disturbed by a
vindicatory action or foreclosure of mortgage

Chapter 6 – Actions for Breach of Contract of Sale of Goods

I. Definitions Goods – includes all chattels personal but not things in action or money of legal tender in
the Philippines. This term also includes growing fruits or crops Recoupment – accept the goods and set
up the seller’s breach to reduce or extinguish the price

II. Discussions Actions available to the buyer in case of breach of warranty by the seller of the goods: o
Recoupment: Accept the goods and set up the seller’s breach to reduce or extinguish price o Action or
counterclaim for damages: Accept the goods and maintain an action for damages Refuse to accept
the goods and maintain an action for damages for the breach of the warranty o Rescission: Rescind the
contract of sale by returning or offering the return of the goods and recover the price Cases where
rescission by the buyer is not allowed although the seller has committed a breach of warranty: